Outcome of Board Meeting

July 24, 2026 The Manager – Listing & Compliance National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (East), Mumbai 400 051 Symbol: ICEMAKE Dear Sir/Madam, Subject: Outcome of Meeting of the Board of Directors of ICE MAKE REFRIGERATION LIMITED (“the Company”) in terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI LODR Regulations”) Dear Sir / Madam, We refer to our letter dated (BDM Intimation date) 21st July, 2026 informing the date of Meeting of the Board of Directors of the Company, and pursuant to Regulation 30 of the SEBI LODR Regulations, please note that the Board of Directors in their meeting held today, i.e. on Friday, the 24th July, 2026 inter alia considered and approved the following: 1. Execution of the following Agreements: The Board has approved the execution of the following transaction documents: (A) Share Subscription Agreement, among the Company, Mr. Chandrakant P. Patel, Rajendra P. Patel, Mr. Vipul I. Patel and Galilei Holdings Co. Ltd. (formerly known as Galilei Co. Ltd.) (“Galilei”), a company incorporated in Japan pursuant to which Galilei has agreed to subscribe to 22,42,963 Equity Shares of the Company, subject to the terms and conditions set out therein (“SSA”). ICE MAKE REFRIGERATION LTD. AN ISO 9001 : 2015, ISO 14001 : 2004, BS OHSAS 18001 : 2007, CRISIL & CE CERTIFIED COMPANY Commercial & Industrial Refrigeration Equipment Manufacturer Office : B/1, Vasupujya Chambers, Income Tax Cross Road, Ashram Road, Ahmedabad – 380014. Phone: +91-79 - 2754 0630 Telefax : +91-79-2754 0620 Factory: 226, Dantali Industrial Estate, Gota-Vadsar Road, At: Dantali, Ta: Kalol, Dist: Gandhinagar - 382721 (Gujarat) Phone: +91 9879107881 / 84 Fax: +91-2764-248376 Email: info@icemakeindia.com, Website : www.icemakeindia.com C.I.NO: L29220GJ2009PLC056482 (B) Shareholders’ Agreement, between the Company, Galilei and persons listed in Schedule 1 therein, setting out the rights, obligations, and inter se arrangements of the parties (“SHA”). (C) Joint Venture Agreement between the Company and Galilei (“JV Agreement”) for the purpose of incorporation of a company in India, under the name of “Ice Make Horeca Private Limited” (or any other name, as may be approved by the Registrar of Companies (“ROC”)) (“JV Company”), which shall be engaged in, inter alia, (i) for the Interim Period (as defined in the JV Agreement), manufacturing, assembling, producing and integrating components for, and supplying and selling, the commercial upright and table-type refrigerators and the business of import and sale of specified products; and (ii) after the Interim Period, the manufacture, assembly, distribution, marketing, sale, supply of, or otherwise dealing in the following: (a) commercial upright type refrigerators; (b) commercial table type refrigerators; (c) any derivative, successor, modification, upgrade or enhancement of the products referred to in sub- clauses (a) and (b) above, which are developed, manufactured, assembled, commercialized or otherwise commercially exploited, whether directly or indirectly, by or for the JV Company at any time during the term of the JV Agreement; (d) ice makers that are proposed, intended, evaluated, planned, or contemplated to be developed, manufactured, assembled, commercialized or supplied by the JV Company at any time during the term of the JV Agreement; (e) modular blast chillers that are designed or configured for mass production on factory production lines, and that incorporate microcomputer-based control systems with programmable operational functions, which are developed, manufactured, assembled, commercialized, or otherwise commercially exploited, whether directly or indirectly, by the JV Company at any time during the term of the JV Agreement on the terms and conditions set out therein; and (f) after-sales, maintenance, servicing, repair and support services, in each case forming part of, relating to, or ancillary or incidental to the foregoing products forming part of the Restricted Business (as defined in the JV Agreement). The JV Company shall initially be incorporated as a wholly owned subsidiary of the Company and subsequent to incorporation, the JV Company shall undertake a fund raise in accordance with the terms of the JV Agreement, pursuant to which the Company shall hold 40% of the shareholding of the JV Company and Galilei shall hold 60% of the JV Company. ICE MAKE REFRIGERATION LTD. AN ISO 9001 : 2015, ISO 14001 : 2004, BS OHSAS 18001 : 2007, CRISIL & CE CERTIFIED COMPANY Commercial & Industrial Refrigeration Equipment Manufacturer Office : B/1, Vasupujya Chambers, Income Tax Cross Road, Ashram Road, Ahmedabad – 380014. Phone: +91-79 - 2754 0630 Telefax : +91-79-2754 0620 Factory: 226, Dantali Industrial Estate, Gota-Vadsar Road, At: Dantali, Ta: Kalol, Dist: Gandhinagar - 382721 (Gujarat) Phone: +91 9879107881 / 84 Fax: +91-2764-248376 Email: info@icemakeindia.com, Website : www.icemakeindia.com C.I.NO: L29220GJ2009PLC056482 In this regard, relevant particulars as required under Regulation 30 of the SEBI LODR Regulations and SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD- PoD2/I/3762/2026 dated January 30, 2026 are provided in Annexure A, B & C. 2. Issuance of 23,67,573 Equity Shares of the Company by way of preferential basis to the Persons belonging to the Non-Promoter Group Category: Subject to (a) approval of the shareholders of the Company; and (b) such other regulatory/governmental authorities whose approvals may be required under applicable laws, including but not limited to, the ‘in-principle” approval from the National Stock Exchange of India Limited, the Board has approved the creation, offer, issue and allotment of up to 23,67,573 fully paid-up equity shares of the Company, having a face value of INR 10/- (Indian Rupees Ten only) each at an issue price of INR 802.51/- (Indian Rupees Eight Hundred Two and Fifty One Paise only) per equity share (“Subscription Shares”), aggregating to INR 1,900,001,010 /- (Indian Rupees One Billion Nine Hundred Million One Thousand Ten only), through a preferential issue on a private placement basis to Galilei Holdings Co. Ltd. (formerly known as Galilei Co. Ltd.) (“Galilei”) , Ms. Shweta Samir Patel and Ms. Bhumi Jayeshkumar Patel (“Proposed Allottees”) belonging to the Non-Promoter Group (“Preferential Issue”), in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder (as amended from time to time), Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and on such terms and conditions as may be determined by the Board, provided that the issue and allotment of Subscription Shares to Galilei is also subject to satisfaction of conditions precedent and other terms and conditions, as agreed between the parties in the SSA and the Company undertaking and causing the JV Company to undertake all actions required to be undertaken by the Company and the JV Company in accordance with the provision of the JV Agreement, in order to ensure that the closing under the JV agreement is consummated in accordance with the terms contained therein. The Subscription Shares to be issued and allotted by the Company and to be subscribed by the Proposed Allottees shall represent a minority investment of 13.05% of the post- issue share capital of the Company on a fully diluted basis (including factoring vested, unvested, granted or ungranted ESOPs) (“Proposed Transaction”). Upon completion of the transaction, the Proposed Allottees will be classified as shareholders of the Company under the non-promoter group. The Relevant Date for the purpose of the issue of ICE MAKE REFRIGERATION LTD. AN ISO 9001 [Showing first 8,000 characters — download PDF for full document]