International Conveyors Ltd

International Conveyors Limited — Trading Window closes from October 01, 2026 till 48 hours after the declaration of un-audited financial results for the quarter & half-year ended September 30, 2026

Re-appointment of Independent Director

• Re-appointment of Shri Sunit Mehra as Non-Executive Independent Director for a second five-year term.
• Term: Sept 25, 2026 to Sept 24, 2031.
• Reason: re-appointment upon expiry of current term.
• Committee status: remains on Audit Committee and Nomination & Remuneration Committee.
• Profile: governance expert; founder of Third Sector Partners; chairs United Way of India.
• Relationships: none with other directors.
• Debarment: not debarred by SEBI or authorities.

AGM Details

• Date: 24 September 2026; mode: physical meeting at registered office.
• Attendance: meeting held physically; no VC/OAVM arrangements.
• Shareholders on record date: 32,410.
• Voting results and Scrutinizer’s report enclosed.

Resolutions Passed

• Adoption of audited financial statements for FY ended 31 March 2026.
• Dividend declared: Rs 0.50 per equity share.
• Appointment of Shri Udit Sethia as director (re-appointment) on rotation basis.
• Re-appointment of Shri Sunit Mehra as Non-Executive Independent Director.

Voting Outcomes

• Item 1: adoption of financials passed with 99.9993% in favour, 0.0007% against.
• Item 2: dividend; 99.9991% in favour, 0.0009% against.
• Item 3: Udit Sethia re-appointment; 99.9993% in favour, 0.0007% against.
• Item 4: Sunit Mehra re-appointment; 99.9993% in favour, 0.0007% against.

Director Changes

• Udit Sethia re-appointed as director (retired by rotation).
• Sunit Mehra re-appointed as Non-Executive Independent Director.

AGM details

• 53rd AGM held Sep 24, 2026 at 2:00 PM, physical meeting in Falta SEZ, West Bengal.
• Concluded at 2:40 PM; quorum present; chaired by CMD.
• Remote e-voting Sep 21–23, 2026; ballots available at AGM.

Ordinary business

• Adoption of Audited Financial Statements for the year ended Mar 31, 2026.
• Dividend of Rs 0.50 per share on equity shares proposed.
• Appointment of Shri Udit Sethia for reappointment as Director.

Special business

• Re-appointment of Shri Sunit Mehra as Non-Executive Independent Director.

Audit and governance

• Auditor and Secretarial Reports had no qualifications; reports taken as read.
• Voting results to be intimated to stock exchanges and uploaded on company website.

SRC reconstitution and chair appointment

• Board approved induction of Narayan Atal as Chair of the Stakeholders' Relationship Committee.
• SRC reconstituted with Narayan Atal (Chair), Udit Sethia (Member), Jayanthi Talluri (Member), Yogesh Kajaria (Member).
• Narayan Atal is a Non-Executive Independent Director.
• Effective date of reconstitution: 11 September 2026.

Dividend TDS and key dates

• Dividend for FY2025-26: Rs 0.50 per equity share (Re 1 face value).
• Dividend is payable subject to AGM approval on Sep 24, 2026.
• Record date for eligibility: Sep 17, 2026; transfer books closed Sep 18–24.
• TDS on dividend under IT Act 2025; rates depend on residency, PAN, and DTAA.
• Resident: NIL up to Rs 10,000; 10% with PAN; 20% without PAN.
• Non-resident: 20% or DTAA rate; 30% for certain Notified Jurisdictional Areas.
• DTAA benefits require complete, satisfactory documents; company may apply higher rates otherwise.
• Documents must be submitted by Sep 17, 2026 via MDPL links.
• Demat holders: update bank details with depositories; physical holders: update with RTA.
• Company may withhold dividend if KYC/docs are incomplete; higher rate may apply.

AGM Details

• AGM on Sep 24, 2026 at 2:00 PM; physical meeting at Falta SEZ, West Bengal.
• Register of Members closed Sep 18–24, 2026 (inclusive).
• Remote e-voting facility available; voting period Sep 21–23, 2026.

Ordinary Business

• Adoption of standalone and consolidated financial statements for year ended Mar 31, 2026.
• Dividend declaration on equity shares; board recommends Rs 0.50 per share.
• Udit Sethia to retire by rotation and seek reappointment.

Dividend Details

• Dividend recommended: Rs 0.50 per equity share.
• Record date for eligibility: Sep 17, 2026.
• Payout date (if approved): Sep 29, 2026.

Special Business

• Re-appointment of Sunit Mehra as Non-Executive Independent Director for a second term.
• Term: Sep 25, 2026 to Sep 24, 2031; not liable to retire by rotation.

Directors Details

• Udit Sethia to be re-appointed; retired by rotation.
• Mehra: Independent Director for 2026–2031; not liable to retire by rotation.
• Mehra remuneration: sitting fees Rs 40,000 for FY2025-26.
• Udit Sethia remuneration: Rs 2,05,000 for FY2025-26.
• Mehra holds no shares in the company.

Voting Status

• Voting results not provided in this filing.

Financial performance

• Consolidated revenue from operations: 21,313.22 Lacs for FY26.
• Total income: 27,190.68 Lacs; PAT: 6,838.01 Lacs.
• EPS Basic 10.77; Diluted 10.74 per share.
• Final dividend proposed at ₹0.50 per share; payout about ₹318.91 Lacs.
• Equity share capital increased by ₹4.02 Lacs to 6,37,81,000 shares.
• ESOP 2020: 4,02,000 shares allotted; premium ₹174.86 Lacs.
• Wind energy: 5 windmills; revenue ₹139 Lacs; PBT ₹46 Lacs.
• Plant capacities: Falta 425k m; Aurangabad 700k m; FY26 production 383,520 m.
• Material subsidiary: International Conveyors America Ltd INC; four wholly-owned subsidiaries.

Capital structure & dividends

• Proposed final dividend: ₹0.50 per equity share; cash outflow ₹318.91 Lacs.
• ESOP exercise increased equity; premium recognised as securities premium.
• Debt-to-equity ratio: 0.18x as of 31-03-2026.
• Cash: cash and cash equivalents ₹939.27 Lacs; bank balances ₹1,031.83 Lacs.

Subsidiaries & governance

• 4 wholly-owned subsidiaries: International Belting Limited, Conveyor Holdings Pte Limited, International Conveyors America Limited, International Conveyors Australia Pty Limited.
• Material subsidiary: International Conveyors America Ltd INC.
• Board includes 6 directors; 3 independent; Independent Directors meeting held.
• Annexure A notes indicate CARO adverse remarks for the Holding Company.

Operations & outlook

• Industry outlook positive; FMC and infrastructure spend to boost demand.
• Risks: raw material price volatility, foreign exchange, and supply-chain disruptions.
• Renewables: 5 windmills contributing to energy generation and revenue.

Audit, governance & compliance

• Statutory auditors: M/s G. P. Agrawal & Co; no qualifications in standalone.
• CARO adverse remarks exist for the Holding Company in Annexure A of the standalone and consolidated reports.
• RPT policy in place; independent directors provide declarations; committees function per Regulations.

CSR & ESG

• CSR expenditure ₹68 Lacs; 2% of average net profits; surplus ₹0.62 Lacs carried forward.
• CSR policy disclosed; activities aligned with Schedule VII.