Enclosing herewith the Notice convening the 90th AGM to be held on Wednesday, 19th August 2026 at 2:00 pm (IST) through Video Conference and Other Audio-Visual Means in compliance with ....

July 24, 2026 BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001 BSE Scrip Code: 505737 Dear Sir/Madam, Sub: Notice of the 90th Annual General Meeting (AGM) and Annual Report for the Financial Year 2025–26 In furtherance to our letter dated May 28, 2026, and pursuant to Regulations 30 and 34 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we are enclosing herewith a copy of the Annual Report of the Company for the Financial Year 2025–26, along with the Notice convening the 90th Annual General Meeting ("AGM") to be held on Wednesday, August 19, 2026, at 2:00 p.m. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM"), in compliance with the relevant Circular(s) issued by the Ministry of Corporate Affairs ("MCA"). In accordance with the circulars issued by the MCA and the SEBI Listing Regulations, the Notice of the 90th AGM and the Annual Report for the Financial Year 2025–26 are being sent by e-mail to the Members of the Company at their registered e-mail addresses. The Notice of the 90th AGM and the Annual Report for the Financial Year 2025–26 are also being uploaded on the Company's website and can be accessed at www.internationalcombustion.in. We request you to kindly take the same on record. Thanking you, Yours faithfully, For International Combustion (India) Limited Kundan Jaiswal Company Secretary & Compliance Officer Encl.: As above International Combustion (India) Limited CIN: L36912WB1936PLC008588 Regd. Office: Infinity Benchmark, 11th Floor, Plot No. G-1, Block EP & GP Sector V, Salt Lake Electronics Complex, Kolkata – 700 091, West Bengal Phone : +91(33) 4080 3000 Website: www.internationalcombustion.in e-mail: info@internationalcombustion.in Notice of 90th Annual General Meeting Notice is hereby given that the 90th Annual General Meeting of the Members of International Combustion (India) Limited will be held on Wednesday, 19th August 2026 at 2:00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following business: ORDINARY BUSINESS 1. Adoption of Audited Financial Statements of the Company for the financial year ended 31st March 2026 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, and in this regard to consider and, if thought fit, pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31st March, 2026, drawn up in accordance with the Indian Accounting Standards (IND AS) as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, i.e. the Statement of Profit & Loss, including the Statement of Other Comprehensive Income, for the financial year ended 31st March 2026, the Balance Sheet as on that date and the Cash Flow Statement and the Statement of Changes in Equity for the financial year ended on that date (including the notes, schedules, annexures & attachments thereto) together with the Reports of the Board of Directors (including its annexures & attachments) and Auditors (including its annexures) thereon, as placed before the Members at the meeting, be and are hereby considered, approved and adopted.” 2. Re-appointment of Mr. Indrajit Sen (DIN: 00216190) as Director liable to retire by rotation To appoint a director in place of Mr. Indrajit Sen (DIN: 00216190), who retires by rotation and, being eligible, offers himself for re-appointment, and in this regard to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Indrajit Sen (DIN: 00216190) a Director of the Company, who retires by rotation at this meeting and, being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation in accordance with Companies Act, 2013.” Ninetieth Annual Report 2025-26 SPECIAL BUSINESS 3. Re-appointment of Mr. Rana Pratap Singh, Executive Director (Whole-time Director) of the Company 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 applicable provisions of Section 152, Chapter XIII and all other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with Schedule V to the said Act and subject to such consents, permissions, sanctions and approvals as may be required, consent and approval of the Members be and is hereby accorded to the re-appointment of Mr. Rana Pratap Singh (DIN:10186266), as Executive Director (Whole-time Director) of the Company, for a further period of three years with effect from 1st May 2026, liable to retire by rotation, on such terms and conditions including remuneration by way of salary and perquisites during the aforesaid period, as set out in the Explanatory Statement annexed to this Notice, provided that in the event of loss or inadequacy of profits in any financial year, the aforesaid remuneration shall be considered as the minimum remuneration payable to Mr. Singh during the currency of his tenure as aforesaid in terms of Schedule V, Part II, Section II of the Companies Act, 2013, as duly amended till date, and that an Agreement, a draft of which was placed before the Meeting and initialed by the Chairman for the purposes of identification, be entered into with Mr. Rana Pratap Singh, Executive Director (Whole-time Director) with a liberty to alter, vary and modify the terms and conditions of the said reappointment and/ or remuneration and/ or terms of the Agreement referred to above in such manner as may be agreed between the Board of Directors and Mr. Rana Pratap Singh, and as laid down under the Act or any amendment/ statutory modifications thereto.” 4. Borrowing Powers under Section 180(1)(c) of the Companies Act, 2013 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)(c) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder and other applicable laws, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and in accordance with the Memorandum and Articles of Association of the Company, approval of the Members 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 thereof) to borrow, from time to time, any sum or sums of money for the purposes of the business of the Company from banks, financial institutions, bodies corporate or other person(s) or entity(ies), whether in India or abroad, notwithstanding that the aggregate amount of monies borrowed and outstanding at any time, together with the monies already borrowed by the Company (excluding temporary loans obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company, provided that the total amount of such borrowings outstanding at any point of time shall not exceed ₹ 200 Crores (Rupees Two Hundred Crores Only). RESOLVED FURTHER THAT the Board be and is hereby authorised to determine and finalise the terms and conditions of such borrowings, including the amount, tenure, interest, repayment and security thereof, and to do all such acts, deeds, matters and things and execute all such agreements, documents and writings as [Showing first 8,000 characters — download PDF for full document]