Notice of 56Th Annual General Meeting

(cid:53)(cid:54)(cid:116)(cid:104)(cid:32)(cid:65)(cid:110)(cid:110)(cid:117)(cid:97)(cid:108)(cid:32)(cid:82)(cid:101)(cid:112)(cid:111)(cid:114)(cid:116) (cid:50)(cid:48)(cid:50)(cid:53)(cid:32)(cid:45)(cid:32)(cid:50)(cid:48)(cid:50)(cid:54) (cid:73)(cid:78)(cid:67)(cid:79)(cid:78)(cid:32)(cid:69)(cid:78)(cid:71)(cid:73)(cid:78)(cid:69)(cid:69)(cid:82)(cid:83)(cid:32)(cid:76)(cid:73)(cid:77)(cid:73)(cid:84)(cid:69)(cid:68) INCON ENGINEERS LIMITED CONTENTS 1. Notice of AGM 2. Director’s Report with Annexures: Annexure-I (Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo) Annexure-II (Form No. AOC-2) Annexure-III (Secretarial Audit Report (Form No. MR-3) Annexure-IV (Management Discussion and Analysis Report) Annexure-V (Certificate of Non-Disqualification of Directors) Annexure-VI (CEO/CFO Certification) Annexure -VII Declaration on Code of Conduct 3. Corporate Governance 4. Independent Audit Report 5. Balance Sheet 6. Statement of Profit and Loss Account 7. Cash Flow Statement 8. Notes to the Financial Statements INCON ENGINEERS LIMITED CORPORATE INFORMATION BOARD OF DIRECTORS SRI SREEDHAR CHOWDHURY Managing Director (DIN:00188924) SRI VIKRAM SIMHA VEPA Non Executive Independent Director (DIN:10731644) MS. HIMA BINDU SAGALA Non Executive Independent Director (DIN:09520601) Dr. B. NEETA KUMARI Non Executive Woman Director (DIN:00313522) AUDITORS M/s. Brahmayya &Co. Flat No. 403 & 404 Golden Green Apartment Irrum Manzil Colony, Hyderabad-500082 BANKERS M/s.State Bank of India Commercial Branch Koti, Hyderabad-500095. REGISTRAR & SHARE M/s.Venture Capital and Corporate Investments Pvt. Ltd. TRANSFER AGENTS “AURUM”, 4th & 5th Floors, Plot No.57, Jayabheri Enclave Phase – II, Gachibowli, Hyderabad-500018. REGISTERED OFFICE B-6/3,I.D.A., Uppal, & FACTORY Hyderabad-500039 CIN L74210TG1970PLC001319 WEBSITE www.incon.in EMAILID incon@incon.in, inconengineers@gmail.com INCON ENGINEERS LIMITED NOTICE OF 56th ANNUAL GENERAL MEETING NOTICE is hereby given that the 56th Annual General Meeting of INCON ENGINEERS LIMITED will be held on Thursday, 16th July, 2026 at 10.00 AM at B-6/3, IDA, Uppal, Hyderabad – 500039, to transact the following: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statements of the company for the financial year ended 31st March 2026 together with the reports of the Board of Directors and the Auditors thereon. 2. To consider appointment of a director in place of Dr.B.Neeta Kumari (DIN 00313522) who retires by rotation and being eligible offers herself for re-appointment. SPECIAL BUSINESS: 3. Approval for Material Related Party Transaction. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules,2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any amendment, modification, variation or re-enactment to any of the foregoing), and subject to such other approvals, consents, permissions and sanctions of other authorities as may be necessary, 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 any Committee of the Board), for the transaction(s) between the Company and its Managing director Mr Sreedhar Chowdhury and also Company’s related entities i.e., Oxeeco Technologies Private Limited and Fusion Lastek Technologies Private Limited, (both being related parties) to be entered in the ordinary course of business and on arm’s length basis under relevant provisions of SEBI, Listing Regulations, 2015 as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) / arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the management of the Company may deem fit, for the financial year 2026-27, effective from 1st April, 2026 for an amount not exceeding Rs. 20.00 crores per annum. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such deeds, documents and writings, on an ongoing basis, as may be necessary, proper or expedient for the purpose of giving effect to the above resolution.” 4. Authorization to any Director for identifying possible alternatives pursuant to Government Of Telangana G.O.Ms.No.27 Dated 22.11.2025 specifying Industries & Commerce Department - “Hyderabad Industrial Lands Transformation Policy (HILTP)” for the strategic conversion of Industrial Land within and near the Outer Ring Road (ORR) to Multi-Use Zones and pursuant to Section 180(1)(a) of The Companies Act, 2013 and Regulation 37A of Sebi (LODR) Regulations 2015 To consider and if thought fit to pass, with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, INCON ENGINEERS LIMITED 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and subject to Regulation 37A of SEBI (LODR) Regulations 2015 as amended upto date and subject to such other approvals, consents, sanctions and permissions as may be required, and subject to such conditions as may be prescribed by any authority while granting such approvals, consents, sanctions and permissions, and pursuant to the provisions of the Memorandum and Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to authorize the Chairman and/or the Board of Directors of the Company (hereinafter referred to as the “Board” for the following: 1. To sell, transfer, lease, dispose of or enter into any arrangement in respect of the land and building situated at B-6/2 & B-6/3, IDA, Uppal, Hyderabad – 500039, admeasuring 8543.92 Sq.Mts.2.11 Acres, registered under the sale deed No.8387/1995 dates 24.11.1995, including through sale or similar structure 2. To apply to the appropriate Government authority(ies) for change in the end use of the land bearing at B-6/2 & B-6/3, IDA, Uppal, Hyderabad – 500039, admeasuring 8543.92 Sq.Mts.2.11 Acres, registered under the sale deed No.8387/1995 dates 24.11.1995 (“the said Land”) from the existing industrial use to multi-purpose use or such other use as may be deemed fit and beneficial for the Company; 3. To negotiate with Prospective Buyers for improving Shareholder Value through sale of the said Land or any other suitable arrangement; 4. To enter into Memorandum of Understanding (MOU), Letters of Intent (LOI), and/or preliminary agreements with Prospective Buyers for Sale or any other suitable arrangement in respect of the said Land and buildings therein; 5. To identify suitable location for setting of the existing plant and/or to develop and formulate a scheme for the utilization of funds arising from the Sale Proceeds in accordance with applicable laws and for the benefit of the Company and its shareholders; 6. To negotiate, finalize, execute, register and deliver Agreement(s) of Sale/Conveyance Deed(s), and/or any other documents, deeds, and writings in respect of the said Land and buildings with Prospective Buyers; RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable, or expedient for the purpose of giving effect to this resolution R [Showing first 8,000 characters — download PDF for full document]