To the Members,

Your Directors take pleasure in presenting the Eighty-Ninth Annual Report, including the Audited Annual Financial Statements of the Company for the Financial Year ended 31st March, 2025.

(Rs. in lakh)

Your Directors are pleased to recommend a dividend @ 40 % (i.e. Rs. 4.00 per equity share) on 23,90,276 equity shares of the face / nominal value of Rs. 10/- each for the Financial Year ended 31st March, 2025. The dividend, if approved at the forthcoming Annual General Meeting, shall entail a financial outgo of Rs. 95.61 lakh.

As mentioned, the slowdown in the engineering industry and particularly in steel and mining sectors, continued during the year under review and many of the projects where your Company actively participated, were deferred. This affected the growth of the Company for the year and the revenue from the operation for the year was Rs. 292.98 crores as against Rs. 296.78 crores for the previous year.

The challenges of unreliable supply chain and increase in the input cost of raw material and components also continued during the year, thereby adversely affecting the operating costs. With stringent measures, the Company was able to keep the expenses under control and the increase in expense was around 4.4% as compared to the previous year. The profit before tax for the year was Rs. 16.35 crores as against Rs.32.07 crores for the previous year.

While the slowdown in the market is continuing, the current trend is, however, showing progressive reversal of the situation and your Directors expect your Company to achieve satisfactory growth in the current and in future years.

You are aware that your Company currently operates in three strategic business segments / divisions, namely, Heavy Engineering, Geared Motors and Building Material. The Company is pleased to inform you that a new business vertical of Industrial Gear Box (within the Geared Motors segment) is being introduced in the current financial year. This is a large business vertical with demand across various industry areas and has a strong growth potential.

The heavy engineering division, which manufactures industrial machinery for various core sector industries including steel, mining and mineral beneficiation, has seen a slowdown during the year under review. However, these sectors are currently showing trend of progressive reversal and the Company, therefore, expects a reasonable growth in this business segment in the current year.

The products of this division, which manufactures geared motors, under licence from Bauer, Germany, are mostly required for OEM market and core sector industries such as steel, mining, power and also various other sectors such as material handling. For the current year, the Company expects a reasonable growth in this business segment.

The Company is pleased to inform that, keeping the future growth in view and in line with the “MAKE IN INDIA” initiative, the Company has entered into a new business area of Industrial Gear Boxes, which has been registered under the brand name of “IC TORQUE DRIVE”.

The market response to this product has been positive and highly encouraging and the Company expects to deliver the first units by the middle of the current financial year. This product is expected to be a major contributor to the business of the Company in the future.

The technology offered by CAPA, Spain for the building material products has been recognized by the market to be of the highest standard. Though the demand for these products is high and growing at a fast pace, for the year under review, there has not been any growth of the business of this vertical, which was primarily on account of inadequate market reach.

CAPA is actively supporting development of the business of these products. The marketing infrastructure is also being expanded to increase the market reach. The Company expects substantial growth in this business segment in the current and future years.

Mozer Process Technology Private Limited (MPTPL) has ceased to be a JV Company of the Company with effect from 30th December, 2020 and therefore, the necessity of preparing Consolidated Financial Statements of the Company has ceased as the Company, at present, does not have any subsidiary, associate or JV Company.

The total capital expenditure incurred by the Company during the Financial Year under review was Rs. 1058.56 lakh.

The Annual Return of the Company as on the Financial Year ended 31st March, 2025, as required under Section 92 of the Companies Act, 2013, shall be filed with the Registrar of Companies, within the prescribed time-period of 60 days from the date of the 89th Annual General Meeting (AGM) of shareholders and once filed, the same shall be posted on the website of the Company at https://www. internationalcombustion.in.

All feasible energy conservation methods are being pursued by the Company and implemented in phases. As required under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of Companies (Accounts) Rules, 2014, particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are set out in Annexure-I, forming part of this Report.

Your Board has framed a Related Party Transactions Policy which is available on the Company's website. During the year, the Company had not entered into any contract/ arrangement/ transaction with any related party which could be considered material in accordance with the Related Party Transactions Policy of the Company.

The reportable related party transactions of the Company during the Financial Year ended 31st March, 2025 mainly relate to the remuneration / sitting fees drawn by its Key Managerial Personnel / other NonExecutive Directors, which are duly covered under the Remuneration Policy of the Company and well within the limits prescribed by law and / or already duly approved by the Audit Committee/ Nomination & Remuneration Committee / Board of Directors / Shareholders, as the case may be, as required under law. Further the Company did not have any subsidiary, associate or JV during the whole of FY 2024-25 and no other significant/ material related party transactions.

All related party transactions have been entered into in the ordinary course of business on an arm's length basis and are duly approved by the Audit Committee. There are no significant related party transactions, which have a conflict with the interests of the Company at large. The related party transactions have been disclosed in Note No. 41 of the Notes to the Financial Statements for the Financial Year ended 31st March, 2025.

There are no material related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013, read with Section 188 of the said Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

A statement as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, relating to details of remuneration of Directors and employees, drawn during the Financial Year ended 31st March, 2025, is set out in Annexure-II, forming part of this Report.

6 (Six) Board meetings of the Company were held during the Financial Year ended 31st March, 2025. For further details, please refer to the Report on Corporate Governance forming part of this Annual Report.

Pursuant to Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of the said Act, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company, along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit / (loss) of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) the Board had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Mr. Srikumar Menon (DIN 00470254), Ms. Nayantara Palchoudhuri (DIN 00581440) & Mr. Sandipan Chakravortty (DIN 00053550), Independent Directors on the Board, are not liable to retire by rotation in terms of the provisions of Section 149(13) of the Companies Act, 2013.

Mr. Ratan Lal Gaggar (DIN 00066068), who had been hitherto serving on the Board as an Independent Director, ceased to be a Director of the Company with effect from 1st April, 2024, on completion of his second and final consecutive term of five years under the new Companies Act, 2013. The Board acknowledged and placed on record the invaluable contributions rendered by Mr. Gaggar during his tenure as a Director of the Company.

Considering the recommendations of the Nomination and Remuneration Committee of the Board, the Board of Directors of the Company, at its meeting held on 12th April, 2024, re-appointed Mr. Indrajit Sen (DIN 00216190) as the Managing Director of the Company for a further period of three years with effect from 1st May, 2024, on the expiry of his current term on 30th April, 2024, which was duly approved by the shareholders of the Company at their 88 th Annual General Meeting held on 4th September, 2024, by means of a Special Resolution.

In accordance with Section 149 of the Companies Act, 2013, the term in office of Mr. Sandipan Chakravortty (DIN 00053550) as an Independent Director of the Company expiring at the close of business on 6th February, 2025, on the completion of five years from the effective date of his appointment, Mr. Chakravortty, being eligible for a second and final consecutive term of five years under the Act and having consented to continue in office for such second term, the Board, at its meeting held on 12th April, 2024, after taking into consideration the recommendation of the Nomination and Remuneration Committee on the matter, had accorded its approval for such re-appointment, which was duly approved by the shareholders of the Company by means of a Special Resolution passed at their 88 th Annual General Meeting held on 4th September, 2024.

Mr. Sanjay Bagaria (DIN 00233455), Non-Executive Chairman, retired by rotation at the 88th Annual General Meeting of the shareholders of the Company held on 4th September, 2024 and being eligible, had offered himself for re-appointment and was duly re-appointed as a Director of the Company, whose period of office shall be liable to be determined by retirement of Directors by rotation.

Mr. Rana Pratap Singh (DIN 10186266), Executive Director (Whole-time Director), retires by rotation at the ensuing 89th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Company has received, at the first meeting of the Board of Directors held during the Financial Year 2025-26, the declarations pursuant to Section 149(7) of the Companies Act, 2013 from Mr. Srikumar Menon, Mr. Sandipan Chakravortty & Ms. Nayantara Palchoudhuri, Independent Directors of the Company, to the effect that they meet the criteria of independence as specified in Section 149(6) of the said Act.

The Nomination & Remuneration Committee of the Board has devised and the Board has duly adopted a Board Diversity Policy dealing with Board composition and appointments, which is available on the Company's website. The Nomination & Remuneration Committee nominates new appointees to the Board and the appointments are made by the Board.

The Nomination & Remuneration Committee of the Board has also formulated the criteria for determining the qualifications, positive attributes and independence of Independent Directors to be appointed on the Board of the Company.

The Nomination & Remuneration Committee of the Board has devised and the Board has duly adopted a Remuneration Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees of the Company.

The Remuneration Policy of the Company ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the employees in order to run the Company successfully. The Policy sets out the guiding principles for determining the remuneration payable to the Directors, Key Managerial Personnel and other employees of the Company.

The remuneration payable to the Executive Directors is recommended by the Nomination & Remuneration Committee based on the guiding principles as set out in the Remuneration Policy and is subject to the approval of the Board, the shareholders and the Central Government, wherever applicable under law.

As regards the Non-Executive Directors, the Board, from time to time, determines the sitting fee payable for attending each meeting of the Board or Committee thereof within the overall limits fixed under the Companies Act, 2013 and rules made thereunder. The Non-Executive Chairman is paid a Commission of upto 4% of the net profits of the Company, subject to the approval of the Nomination and Remuneration Committee, the Board and the shareholders.

The employees of the Company are assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the Company. Individual remuneration is determined within the appropriate grade and is based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

The Nomination & Remuneration Committee of the Board has formulated the criteria for evaluating the performance of the Board and the individual Directors and the same has been adopted by the Board. The Independent Directors, in their separate meeting, evaluate the non-independent Directors and the Board as a whole once a year. The Independent Directors are evaluated individually once a year by the entire Board sans the Independent Director being evaluated. The various Committees of the Board are also evaluated by the Board.

Mr. Asish Kumar Neogi is the Chief Financial Officer of the Company.

Mr. P. R. Sivasankar is the Company Secretary of the Company.

The Auditors' Report on the Annual Financial Statements for the Financial Year ended 31st March, 2025, is with Unmodified Opinion, i.e. there are no reservations, qualifications or adverse remarks in the same.

In accordance with Section 139 of the Companies Act, 2013, M/s. Ray & Ray (Firm Registration No. 301072E), Chartered Accountants, of Webel Bhawan, Ground Floor, Block EP & GP, Bidhan Nagar, Sector V, Salt Lake, Kolkata - 700 091, were appointed as the Statutory Auditors of the Company at the 81st Annual General Meeting (AGM) of the shareholders of the Company held on 20th September, 2017, for a period of five years with effect from the conclusion of the said 81st AGM till the conclusion of the 86th AGM. As their term came to an end at the conclusion of the 86th AGM, the shareholders of the Company, at their 86th AGM held on 21st September, 2022, duly re-appointed M/s. Ray & Ray as the Statutory Auditors of the Company for a second and final consecutive term of five years with effect from the conclusion of the said 86th AGM till the conclusion of the 91st AGM.

In terms of the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records relating to all the products manufactured by the Company and accordingly, such accounts and records are made and maintained by the Company.

Further, in terms of the aforementioned provisions, as the sales turnover of the Company was in excess of the specified limit of Rs. 100 crores during the Financial Year ended 31st March, 2023, audit of such cost accounting records relating to all the products manufactured by the Company was applicable for the Financial Year 2023-24.

Accordingly, M/s. DD & Associates, Cost Accountants in Practice, who were appointed as the Cost Auditors of the Company to audit the cost accounting records relating to all the products manufactured by the Company across all its plants for the said Financial Year 2023-24, duly issued their Report, which was filed by the Company with the Ministry of Corporate Affairs, Government of India, within the due date of 27th October, 2024. The remuneration paid to the Cost Auditors for the Financial Year 2023-24 was duly approved by the shareholders at their 88 th Annual General Meeting held on 4th September, 2024.

As the sales turnover of the Company during the Financial Year ended 31st March, 2024 was also in excess of the specified limit of Rs. 100 crores, audit of such cost accounting records relating to all the products manufactured by the Company was applicable for the Financial Year 2024-25 and accordingly, M/s. S. P. Bhattacharyya & Co., Cost Accountants in Practice, were appointed as the Cost Auditors of the Company to audit the cost accounting records relating to all the products manufactured by the Company across all its plants for the said Financial Year 2024-25. The remuneration proposed to be paid to the Cost Auditors for the Financial Year 2024-25 shall be placed before the shareholders for their approval at their ensuing 89th Annual General Meeting.

The Audit Committee of the Board, as on date, consists of Mr. Srikumar Menon, Chairman of the Committee & Independent Director, Mr. Sandipan Chakravortty, Independent Director and Mr. Indrajit Sen, Managing Director. For further details, please refer to the Report on Corporate Governance forming part of this Annual Report.

The Secretarial Audit Report for the Financial Year ended 31st March, 2025 issued by Mr. Arup Kumar Roy, Company Secretary in Practice, Secretarial Auditor of the Company, is annexed to this Report and marked as Annexure IV as required under Section 204 of the Companies Act, 2013.

There are no reservations, qualifications or adverse remarks in the said Secretarial Audit Report.

The Company has not granted any loans to other bodies corporate nor has the Company given any guarantees or provided any security for loans by other bodies corporate under Section 186 of the Companies Act, 2013.

The Company invests its surplus fund in Fixed Deposits with banks or in Fixed Maturity Plans/ debt- oriented mutual funds with Mutual Fund Houses, which are fixed income bearing debt funds.

The Company has a Risk Management Plan in place approved by the Board of Directors.

In the opinion of the Board, the internal financial controls with reference to the Financial Statements established by the Board are adequate. During the year, such controls were tested and no material weakness in the design, operation or implementation thereof was observed.

In compliance with the provisions of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, relating to Corporate Governance, the following Reports/ Certificates are attached which form part of this Annual Report:

i) Management Discussions and Analysis Report.

ii) Report on Corporate Governance.

iii) Compliance Certificate by CEO/CFO.

iv) Declaration from the Managing Director on compliance of Code of Conduct by the Directors and Senior Management Personnel.

v) Certificate by a Practicing Company Secretary regarding compliance of conditions of Corporate Governance.

In accordance with the provisions of Section 135 of the Companies Act, 2013, which came into force with effect from 1st April, 2014, a Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company had been constituted on 2nd May, 2014. The provisions relating to CSR were mandatorily applicable to the Company for the Financial Year 2024-25 in accordance with the criteria specified in Section 135(1) of the Companies Act, 2013 read with Rules 1 & 2 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee, as on date, comprises of Mr. Sanjay Bagaria, Chairman of the Committee and Ms. Nayantara Palchoudhuri, Independent Director & Mr. Indrajit Sen, Managing Director, as its other members. The CSR Committee had developed a CSR Policy which had been duly approved by the Board and is available on the website of the Company. The CSR Committee is responsible for implementing the CSR Policy of the Company and reporting thereon to the Board.

An Annual Report on CSR Activities for the Financial Year ended 31st March, 2025, as required under Section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, is set out in Annexure-III, forming part of this Report.

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have established a Vigil Mechanism (Whistle Blower Policy) of the Company for the purpose of enabling the Directors and Employees to report unethical behaviour, actual or suspected fraud and violation of the Company's Code of Conduct or ethics policy, and the same has been posted on the website of the Company. The Audit Committee of the Board is responsible for overseeing/ monitoring the functioning and implementation of the Vigil Mechanism.

The human resource development programmes in various areas are undertaken on an ongoing basis.

Industrial relations during the year under review at all units remained cordial.

The Company did not have any outstanding fixed deposits as on 31st March 2025 or as on 31st March, 2024. The Company did not accept any fixed deposits during the year.

In November, 2024, CRISIL Ratings Limited (CRISIL), the credit rating agency of the Company, had re-affirmed the long-term rating of CRISIL BBB (pronounced as CRISIL triple B) [signifying a moderate degree of safety regarding timely servicing of financial obligations and carrying moderate credit risk] on the fund-based and non-fund based working capital credit facilities being enjoyed by the Company from its bankers on consortium basis. The outlook on the said long-term rating had been stated as Stable. CRISIL had also re-affirmed the short-term rating of CRISIL A3+ (pronounced as CRISIL A three plus) [signifying a moderate degree of safety regarding timely servicing of financial obligations and carrying higher credit risk as compared to instruments rated in the two higher categories] on the aforementioned facilities.

The Quality Management Systems of the Company with respect to its plants at Baidyabati, Nagpur, Aurangabad & Ajmer and also its Corporate Office at Kolkata, have been certified by the Indian Register Quality Systems (Accreditation by RvA, the Netherlands) to conform to the requirements of the Standard ISO 9001:2008.

Your Company is currently registered as a medium enterprise under the Micro, Small & Medium Enterprises Development Act, 2006.

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or the Company's operations in future.

An Internal Complaints Committee as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, had been formed with Mrs. Swagata Roy, Deputy General Manager - Finance, the senior-most woman employee in the Company, as its Presiding Officer. No complaints of sexual harassment were received by the Committee during the year under review.

Your Directors take this opportunity to thank all government authorities, banks, customers, suppliers and shareholders, for the continuous support extended by them to the Company. Your Directors also place on record their appreciation for the dedication and commitment of the employees at all levels in achieving and sustaining excellence in all areas of operations of the Company.