To The Members,

Integrated Capital Services Limited

The Directors take pleasure in presenting the Thirty Second (32^nd) Annual Report together with the audited financial statements of your Company for the year ended March 31, 2025.

1. Financial Results:

The financial performance of your Company for the year ended March 31, 2025 is summarized below:

(Rs. In Lakhs)

The Board is hopeful that performance of your Company would improve during the financial year 2025-26.

2. Transfer to Reserves:

During the year under review, there is no amount proposed to be transferred to reserves.

3. Dividend:

The Board of Directors of your Company have not recommended any dividend for the year under review.

The sole Preference Shareholder of the Company has waived its right to receive current and accumulated dividend.

4. Business of the Company:

The main objects of your Company were altered in an earlier year for carrying on business of, amongst others, providing advisory services on distressed assets, insolvency and bankruptcy and providing support services to

Insolvency Professionals. Your Company had earlier planned to register itself with the Insolvency and Bankruptcy Board of India as an "Insolvency Professional Entity". The plan is being reviewed by the Board of Directors of your Company.

There has been no change in the nature of business of your Company.

RAAS Consulting Private Limited is a wholly owned subsidiary company of the Company which is engaged in the business of providing advisory and consulting services in matters of insolvency, restructuring and corporate laws.

Green Infra Profiles Private Limited is a wholly owned subsidiary company of the Company which is engaged in providing consulting services in matters of financial accounting, income tax and corporate laws.

ICSL Consulting Private Limited is a wholly owned subsidiary company of the Company which is engaged in the business of providing services in matters of direct and indirect tax returns and corporate law filings.

Borrelli Walsh India Private Limited is a wholly owned subsidiary company of ICSL Consulting Private Limited and a step down subsidiary company of the Company. The Company is engaged in business of rendering consulting services in respect of corporate structuring.

5. Material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this Report:

There has been no material change or commitment which has affected the financial position of your Company between the end of the financial year and date of this Report.

6. Share Capital:

The Authorized Share Capital of your Company is Rs. 10,30,00,000/- (Rupees Ten Crores Thirty Lacs only) divided into 4,30,00,000 equity shares of Re. 1.00 each and 6,00,000, 7% Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100.00 each.

The paid up Share Capital of your Company as at March 31, 2025 was Rs. 5,60,84,000 (Rupees Five Crore Sixty Lakh Eighty Four Thousand Only) comprising 3,55,84,000 fully paid equity shares of Re. 1.00 each and 2,05,000 7% Cumulative, Non-Convertible and Redeemable Preference Shares of Rs. 100.00 each.

Equity Shares of your Company are listed on BSE Limited.

Preference Shares of your Company are not listed on any Stock Exchange.

During the year, there has not been any change in the capital structure of your Company and no sweat equity shares or equity shares with differential rights were issued by your Company.

7. Debentures:

During the year your Company has not issued any debentures or other debt instrument.

8. Disclosure regarding issue of sweat equity shares and equity shares with differential rights:

Your Company has not issued any sweat equity shares or equity shares with differential rights during the year under review.

a) 100% Subsidiary Company - RAAS Consulting Private Limited (RAAS)

RAAS Consulting Private Limited provides advisory and consulting services to corporate clients in matters of insolvency, restructuring and corporate laws.

RAAS is managed by its Board of Directors.

b) 100% Subsidiary Company - Green Infra Profiles Private Limited (GIPL)

Green Infra Profiles Private Limited (GIPL) provides consulting services in matters of financial accounting, income tax and corporate laws.

GIPL is managed by its Board of Directors.

c) 100% Subsidiary Company- ICSL Consulting Private Limited

ICSL Consulting Private Limited is engaged in the business of providing services in matters of direct and indirect tax returns and corporate law filings.

ICSL Consulting Private Limited is managed by its Board of Directors.

d) Borrelli Walsh India Private Limited - 100% Subsidiary Company of ICSL Consulting Private Limited

Borrelli Walsh India Private Limited (BWI) is a Step-down subsidiary of Integrated Capital Services Limited and a wholly owned subsidiary company of ICSL Consulting Private Limited.

BWI is engaged in business of rendering consulting services in respect of corporate structuring.

BWI is managed by its Board of Directors.

a) KW Publishers Private Limited (KWP)

KW Publishers Private Limited is a joint venture and your Company holds 40% equity of KW Publishers Private Limited.

KWP is engaged in business of publishing and distribution of books primarily on International Affairs and Politics.

b) Sun Links Limited (Sun Links)

Sun Links Limited is a joint venture company set up in the U.K. with 50% equity participation.

Sun Links provides consulting services for commercial transactions.

c) BTG Global Advisory

The Company has, along with certain other professional services firms and companies in 9 (Nine) other countries, promoted BTG Global Advisory Ltd. (BTGGA) a company limited by guarantee in the U.K., as a non-practicing umbrella entity, to (i) promote professional services of the members, (ii) promote cross referrals of international work, and (iii) create a frame work for progressing joint pitching opportunities.

The Company's nominee is also on the Board of Directors of BTGA. The Company has undertaken to contribute GBP 1 towards capital of BTGGA, as and when called upon as per UK Companies Act.

11. Particulars of Loans, Guarantees And Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note Nos. 4 and 5 of the Standalone audited accounts of the Company.

12. Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report.

13. Deposits:

Your Company has not accepted any deposits during the year under review.

14.1 The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), 2015. The Board's diversity has been considered from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge.

Ms. Kalpana Shukla (DIN: 00259156), non-executive and non-independent director of the Company, is liable to retire by rotation and being eligible, has offered herself for reappointment.

The composition of the Board of Directors of the Company as on March 31, 2025 and as on date of this Report is as under:

*Mr. Khushvinder Singhal held office as Independent Director upto 30.07.2025 when his term of office expired. He is eligible and willing to be reappointed for a second term of 5 years from the ensuing AGM. Resolution proposed for his appointment is set out in the Notice convening the ensuing AGM.

14.2 Familiarisation Program for Independent Directors:

The independent directors appointed during the year have been apprised of their roles, rights, powers and responsibilities of your Company as per the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Directors have been apprised of the business activities of your Company including the business model and the socio-economic environment in which your Company operates, the significant operations and financial performances of your Company and significant development in applicable legal frameworks in order that they are well informed to take appropriate and timely decisions for your Company.

Each Director of your Company has complete access to all information relating to your Company and are provided with copies of all documents sought by them to enable a good understanding of your Company and its business.

15. Declaration from Independent Directors:

Your Company has received necessary declarations from each Independent Director confirming that they meet the criteria of independence as prescribed, both, under the provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In opinion of the Board, the Independent Directors appointed during the year have the integrity, expertise and experience to guide your Company for achieving its objectives.

16. Meetings:

A calendar of Meetings of the Board of Directors of your Company is prepared and circulated in advance to the Directors.

During the year under report, seven (7) Board Meetings (including an adjourned meeting), four (4) Audit Committee Meetings, three (3) Nomination and Remuneration Committee Meetings, one (1) Stakeholders Relationship Committee Meeting, one (i) Investment Committee Meeting and one (1) Independent Directors' Meeting were convened. The details of the meetings are provided in the Corporate Governance Report which forms part of the Annual Report.

The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013.

17. Committees:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are constituted.

The present composition of the various committees, reconstituted with effect from 01.08.2025, is as under:

The Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee were reconstituted with effect from 01.08.2025 upon Mr. Khushvinder Singhal ceasing to hold office of Director from 30.07.2025 by induction of Mr. Vijay Kumar Narang as member of the Audit Committee and Ms. Kalpana Shukla as members of the Stakeholders Relationship Committee and Nomination and Remuneration Committee.

18. Key Managerial Personnel (KMPs):

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section.

Following are the persons who are holding office/ held office as whole-time key managerial personnel of your Company as at March 31, 2025.

a. Mr. Anil Kumar Tiwari - Chief Executive Officer (w.e.f 30.06.2023)

b. Mr. Pinku Kumar Singh - Chief Financial Officer (w.e.f 02.12.2023)

c. Ms. Vartika Jain - Company Secretary & Compliance Officer (w.e.f 02.12.2024)

d. Ms. Dolly Makhija - Company Secretary & Compliance Officer (appointed on 10.06.2024 and resigned on 21.09.2024)

19. Performance Evaluation of the Board, Committees and Directors:

The Board annually evaluates the performance of the Board of Directors (including Committees thereof) as a whole and also of individual Directors, including Independent Directors. The evaluation is carried out on basis of appropriate method(s) to assess the Board/committees effectiveness and Directors' performance. Some of the indicators/ criteria based on which the Independent Directors are evaluated are business section experience, personal qualities, professional ability and willingness to devote time.

Pursuant to the provisions of the Companies Act, 2013, and the provisions of the Securities Exchange Board of India (Companies Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been carried out by the Board of Directors, of its own performance, the performance of the Directors individually as well as the evaluation of Committees of Board of Directors.

20. Risk Management:

Your Company has a Risk Management Policy for identification, assessment, monitoring and mitigation of various risks. The said policy is available on the Company's website at www.raas.co.in.

The Audit Committee also supervises matters of financial risks and controls. The major risks, as may be identified, are addressed through mitigating actions adopted on a continuing basis. In the opinion of the Board there are no risks which may threaten the existence of the Company.

21. Requirement for Maintenance of Cost Records:

Your Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

22. Directors' Responsibility Statement:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss incurred during the year;

(iii) The Directors have taken proper and sufficient care 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;

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis;

(v) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and such system are adequate and operating effectively.

23. Related Party Transactions:

All related party transactions that were entered into by your Company during the financial year were in the ordinary course of business. There were no material significant related party transactions which were transacted by your Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of your Company.

All Related Party Transactions were placed before the Audit Committee of the Board and have been approved.

The Policy on Related Party Transactions, as approved by the Board is available on the website of the Company.

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties is attached as "Annexure A"

24. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board of Directors of the Company and also to Senior Management Personnel. The Code has been posted on your Company's website www.raas.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the senior management personnel in their business dealings and in particular on matters relating to integrity in work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed their compliance with the Code.

25. Vigil Mechanism/Whistle Blower Policy:

Your Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of your Company.

26. Audit Trail:

Your Company has used accounting software for maintaining its books of account for the year ended March 31, 2025, which includes a feature of recording audit trail (edit log) facility.

27.1 Statutory Auditors:

M/s DHANA & Associates, Chartered Accountants (Firm Registration No. 510525C) were appointed as Statutory Auditors of the Company for a period of 5 (five) years in the Annual General Meeting of your Company held on 30.09.2023.

M/s DHANA & Associates, Chartered Accountants, hold office of Statutory Auditor of the Company upto conclusion of the 35^th Annual General Meeting of the Company.

During the year 2025, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

27.2 Internal Audit:

Mr. Ashish Sanwal was appointed as Internal Auditor of the Company in meeting of the Board of Directors held on 30.05.2025.

The Internal Auditor carries out examination and evaluation of the internal control systems of your Company, its efficacy and effectiveness considering business operations, its compliance with accounting procedures and policies of your Company and its subsidiaries. The observations of the Internal Auditor, in reports addressed to the Board, are discussed in meetings of the Audit Committee and Board of Directors and corrective action, if required, is taken on immediate basis discussions with the Internal Auditors.

27.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed DR Associates, Company Secretaries, (Unique Identification Number P2007DE003300) to carry out Secretarial Audit of the Company.

The Secretarial Audit Report is attached as "Annexure B".

The observations in para 6 of the Secretarial Audit Report issued by DR Associates are self explanatory, and Returns referred in paras 6(3) and 6(6) of Secretarial Audit Report would be regularised.

28. Certificate of Non-Disqualification of Directors:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015, DR Associates, Company Secretaries, (Unique Identification Number: P2007DE003300) has certified that none of the Directors on the Board of the Company for the Financial year ended 31^st March, 2025 have been debarred or disqualified during the financial year ended March 31, 2025.

The aforesaid Certificate is attached as "Annexure C".

29. Memberships of the Company:

Your Company continues to hold membership of The Institute of Internal Auditors (IIA), an internal audit profession's global voice, recognized authority, acknowledged leader, chief advocate and principal educator.

30. Business Cooperation Agreement:

Your Company has a Business Cooperation Agreement with Aurum Equity Partners, LLP (Aurum), Advisors in Restructuring and Corporate Strategic Advisory.

31. Corporate Governance:

Your Company reiterates its commitment to maintain highest standards of Corporate Governance. The requirements set out by the Securities and Exchange Board of India's Corporate Governance practices are adhered to by the management of your Company. The Report on Corporate Governance, as per the clauses of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms part of the Annual Report.

The requisite Certificate issued by the Statutory Auditor of the Company, confirming compliance with conditions of Corporate Governance, as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms part of this Annual Report.

32. Extract of Annual Return

The extract of the Annual Return for the year ended March 31, 2024 is available on the website of the Company www. raas.co.in/investors relations/Annual Return and return for the year ended March 31, 2025, will be available on the aforementioned website of the Company after filing of the same.

33. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company have been prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Statements containing salient features of financial statement of subsidiaries/associates companies/joint ventures, in Form AOC-I, are annexed as "Annexure D".

34. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Your Company is engaged in the business of providing services and consumption of energy and energy resources is limited to use of electricity. Your Company is conscious of conserving energy resources and has adequate measures in place to conserve such resources. "Annexure E"

There is no technology absorption made by your Company during the year under report.

35. Particulars of Employees:

There is no employee who was employed throughout the year or who was employed for part of the year and whose remuneration was in excess of the prescribed limits.

36. Internal Control System:

Your Company's internal control systems are designed to ensure operational efficiency, economies of business, conservation of resources, prompt and accurate financial reporting and compliance with laws, legislations and regulations. Your Company's internal control is commensurate with the size, nature and operations of your Company.

37. Compliance of the applicable Secretarial Standards:

The Company has complied with the applicable Secretarial Standards.

38. Significant Material Orders passed by the Regulators/Courts/Tribunal impacting the going concern status and Company's operations in future:

No significant material order has been passed during the year under review by the regulators or courts or tribunals which may have an impact on the going concern status of your Company or your Company's future business operations.

39. Corporate Social Responsibility:

The provisions relating to Corporate Social Responsibility are not applicable to your Company.

40. Statement indicating development and implementation of risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company:

There exist defined procedures for identification, assessment and minimization of risks and the Audit Committee of the Board is kept appraised about the business risks, if any, and the steps taken to mitigate the same.

41. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the year under review there was no application made by or against the Company in respect of any proceedings under the Insolvency and Bankruptcy Code, 2016 and no such proceedings are pending.

42. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Your Company has not taken loan from any Bank or Financial Institution and accordingly, there is no one time settlement proposed of any loan with the Banks or Financial Institutions.

43. Compliance with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company provides a safe and secure working environment for women. All women employees work under a safe and secure environment provided by your Company.

The Company is not required to constitute an Internal Complaint Committee as it has less than ten employees. There was no complaint received from any person during the financial year 2024-25 and accordingly, there is no complaint which is outstanding for redressal as on March 31, 2025.

44. Compliance with provisions of the Maternity Benefit Act, 1961:

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.

45. Acknowledgement:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.