Annual Report for the financial year ended 31st March, 2026

SICPS Carrying forward a tradition of trust The Manager — Listing Compliance Manager — Listing Compliance National Stock Exchange of India Ltd BSE Ltd Exchange Plaza Regd. Office: Floor 25 Bandra Kurla Complex P J Towers Bandra (E) Dalal Street MUMBALI — 400 051 MUMBAI —400 001 STOCK CODE: ICDSLTD STOCK CODE: 511194 Sub: Submission of Annual Report for the financial year 2025-26. Pursuant to Regulation 34(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 we hereby submit the Notice of 55" AGM scheduled to be held on Thursday, 24" September, 2026 at 3.00 p.m. through VC/OAVM along with Annual Report of ICDS Limited for F.Y 2025-26. Kindly take the same on record and acknowledge receipt. Thanking you, Yours faithfully, For ICDS Ltd Sujir Prabhakar Chairman & Managing Director (DIN 02577488) Date : 01.09.2026 Place: Manipal Encl: As above. Regd. and Admn. Offices : Syndicate House, P.B. No. 46, Upendra Nagar, Manipal - 576 104. Mobile : 7411941500 - 505 Website : www.icdslimited.com CIN : L65993KA1971PLC002106 GSTIN : 29AAACI4355H1ZI E-mail : info@icdslimited.com Regd. Office: Syndicate House, Manipal – 576 104 55th Annual Report 2025 – 2026 Chairman & Managing Director : Mr. Sujir Prabhakar Directors : Mr. T. Sachin Pai Mrs. Roopashree Mr. K. Umesh Kini Mr. K. Bhujangesha Kamath Mr. Jayaram V. Prabhu Company Secretary : Mrs. Veena Hegde CFO : Mr. Vasudeva Nayak Statutory Auditors : M/s. Chaturvedi & Shah LLP Chartered Accountants, Mumbai Secretarial Auditors : CS Shrinivas M. Devadiga Practicing Company Secretary, Bangalore Registered Office : Syndicate House, Upendra Nagar Manipal – 576 104 CIN - L65993KA1971PLC002106 Bankers : CANARA BANK UNION BANK OF INDIA ICICI BANK LTD. Registrar and : Cameo Corporate Services Ltd. Share Transfer Agent Subramanian Building (For Physical and No. 1, Club House Road Demat Shares) Chennai – 600 002 NOTICE NOTICE is hereby given that the 55th ANNUAL GENERAL MEETING of Members of ICDS Limited will be held on Thursday, the 24th September, 2026 at 3.00 p.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company (including Consolidated financial statements) for the financial year ended March 31, 2026 together with the reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Sri Kalsank Umesh Kini [DIN 07231231] who retires by rotation and being eligible, offers himself for reappointment. SPECIAL BUSINESS 3. Approve Material Related Party Transaction(s) between the Company and Manipal Properties Limited, a subsidiary To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, other applicable provisions of the Companies Act, 2013 (‘Act’) read with the Rules framed thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and other applicable laws / statutory provisions, if any, the Company’s Policy on Related Party Transactions as well as subject to such approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) to the Material Related Party Transaction(s) / Contract(s)/ Arrangement(s) / Agreement(s) entered into / proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the Explanatory Statement annexed herewith, between the Company and Manipal Properties Limited, a subsidiary of the Company and accordingly a ‘Related Party’ of the Company under section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Manipal Properties Limited, for an aggregate value not exceeding 50 crore during the financial year 2026-27, provided that such transaction(s) / contract(s) / arrangement(s) / agreement(s) is being carried out at an arm’s length pricing basis and in the ordinary course of business. RESOLVED FURTHER THAT the Board of Directors of the company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Company and any duly constituted/to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution. RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and is hereby approved, ratified and confirmed in all respect.” Registered Office: By Order of the Board Syndicate House Sd/- Manipal 576 104 Veena Hegde Date: 11.08.2026 Company Secretary NOTES: 1. In compliance with the provisions of the Companies Act, 2013 (‘the Act’), Listing Regulations and MCA Circulars, the 55th AGM of the Company is being held through VC/ OAVM on Thursday, 24th September, 2026 at 3.00 p.m. The deemed venue for the 55th AGM will the registered office of the Company at Syndicate House, Manipal 576 104, Udupi District, Karnataka. 2. Corporate Members intending to attend the meeting through VC/OAVM are requested to send a scanned copy of the certified true copy of Board Resolution / Power of Attorney from the Corporate Member’s registered email address authorizing their representatives to attend the AGM on their behalf, at the email ID, info@icdslimited.com. Further, the Corporate Members are requested to also state the Client ID/DP ID in which the Company’s shares are held. 3. Members holding shares in physical form can avail the nomination facility by filing Form SH-13, as prescribed under Section 72 of the Companies Act, 2013 and rules made thereunder, with the Company. Members holding shares in demat form may contact their respective Depository Participant(s) for availing this facility. 4. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their demat account(s). Members holding shares in physical form can submit their PAN details to the Company’s Registrar and Transfer Agent. As per Regulation 40 of SEBI Listing Regulations (as amended), [Showing first 8,000 characters — download PDF for full document]