NSEDisclosure under SEBI Takeover Regulations28 Jul 2026 · 28 Jul 2026, 12:32 pm
Disclosure under SEBI Takeover Regulations
International Conveyors Limited · INTLCONV
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IGE (India) Private Limited has submitted a disclosure under SEBI Takeover Regulations regarding the creation of encumbrances over the equity shares of International Conveyors Limited. The encumbrances were created as security for additional rupee term loan facilities availed by Zenox Technology Services Private Limited from Kotak Mahindra Bank Limited, with CTL Trusteeship Limited as the security trustee.
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Full Announcement
I G E (India) Private Limited has Submitted to the Exchange a copy of Disclosure under Regulation 31(1) and 31(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
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Date: July 14, 2026
1) National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex,
Bandra (East), Mumbai – 400051.
2) BSE Limited
Floor 25, P. J. Towers,
Dalal Street, Mumbai,
Mumbai – 400001.
3) International Conveyors Limited
10, Middletown Row Post Box No. 9282, Kolkata – 700 071
Dear Sir,
Sub: Disclosure pursuant to Regulation 31 of the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations 2011, as amended (“Takeover Regulations”) in relation to creation of
encumbrances over the equity shares of International Conveyors Limited.
This disclosure is being made by IGE (India) Private Limited (“IGE”) in connection with certain contractual covenants
provided in relation to the equity shares of International Conveyors Ltd (“Company”), which may be may fall within the
definition of “encumbrance” under Chapter V of the Takeover Regulations.
The facility agreement dated July 11, 2026 entered into between Zenox Technology Services Private Limited, Kotak Mahindra
Bank Limited and CTL Trusteeship Limited, as may be amended/ restated from time to time, contains certain contractual
covenants in relation to the equity shares of the Company, which may be may fall within the definition of “encumbrance”
under Chapter V of the Takeover Regulations.
Further, the deed of corporate guarantee dated July 11, 2026 entered into between I G E (India) Private Limited (as the
guarantor) and CTL Trusteeship Limited (as the security trustee) contains certain contractual covenants in relation to the equity
shares of the Company, which may be may fall within the definition of “encumbrance” under Chapter V of the Takeover
Regulations.
Please take the same on record and disseminate the same.
For IGE (India) Private Limited
Arpit Tapadia
Director
DIN: 09837980
Encl.: Annexure I and Annexure II
ANNEXURE 1
Disclosure by the Promoters to the Stock Exchanges and to the Target Company for encumbrance of shares/invocation of encumbrance/release of encumbrance, in terms of Regulations 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 (Annexure 1)
Name of the Target Company (TC) International Conveyors Ltd
Names of the stock exchanges where the shares of the target company are listed BSE Limited and National Stock Exchange of India Limited
July 14, 2026
Date of reporting
Names of the promoters or PAC on whose shares encumbrance has been created/ released/
I G E (India) Private Limited, R.C.A Limited, Amaranth Daksha Private Limited, Surbhit Dabriwala and Yamini Dabriwala
invoked
Details of the creation of encumbrance:
Post event holding of
Promoter holding Details of events pertaining to encumbrance
Promoter holding in encumbered shares {creation
already encumbered (3)
the target company (1) [(2)+(3)]/release [(2)-
(3)]/invocation [(1)-(3)]}
Name of the
Name of the promoter(s) or
Type of entity in
PACs with him % of % of total Type of event Date of creation/
Number encumbrance % of whose % of total
total share (creation / release/ Reasons for
Number (pledge/ lien/ non Number share favour Number share
share capital release / invocation of encumbrance*
disposal capital shares capital
capital invocation) encumbrance
undertaking/ others) encumbere
Smiti Somany 7,90,000 1.24 - - - - - - - - - - -
Sujata Saraf 1,00,000 0.16 - - - - - - - - - - -
Pushpa Bagla 31,359 0.05 - - - - - - - - - - -
Ritu Dalmia - 0.00 - - - - - - - - - - -
I G E (India) Private Limited(1) 2,92,87,560 45.92 2,92,87,5 45.92 Creation July 11, 2026 Others Security for the 2,92,87,560 45.92 In favour of 2,92,87,560 45.92
60 additional rupee term CTL
loan facility availed Trusteeship
by Zenox Limited
Technology Services acting as
Private Limited Security
Trustee
Dabri Properties & Trading Co 17,84,000 2.80 - - - - - - - - - - -
Pvt. Ltd.
Elpro International Limited 13,14,823 2.06 - - - - - - - - - - -
R.C.A Limited(1) 6,27,520 0.98 6,27,520 0.98 Creation July 11, 2026 Others Security for the 6,27,520 0.98 In favour of 6,27,520 0.98
additional rupee term CTL
loan facility availed Trusteeship
by Zenox Limited
Technology Services acting as
Private Limited Security
Trustee
Amaranth Daksha Private 24,15,000 3.79 24,15,000 3.79 Creation July 11, 2026 Others Security for the 24,15,000 3.79 In favour of 24,15,000 3.79
Limited(1) additional rupee term CTL
loan facility availed Trusteeship
by Zenox Limited
Technology Services acting as
Private Limited Security
Trustee
Surbhit Dabriwala(2) 80,83,355 12.67 - - Creation July 11, 2026 Others Security for the 80,83,355 12.67 In favour of 80,83,355 12.67
additional rupee term CTL
loan facility availed Trusteeship
by Zenox Limited
Technology Services acting as
Private Limited Security
Trustee
Yamini Dabriwala(2) 3,59,900 0.56 - - Creation July 11, 2026 Others Security for the 3,59,900 0.56 In favour of 3,59,900 0.56
additional rupee term CTL
loan facility availed Trusteeship
by Zenox Limited
Technology Services acting as
Private Limited Security
Trustee
4,47,93,517 70.23 3,23,30,0 50.69 4,07,73,335 63.93%
Total - - - - - - -
80 %
(1) The facility agreement dated July 11, 2026 entered into between Zenox Technology Services Private Limited, Kotak Mahindra Bank Limited (lender) and CTL Trusteeship Limited (security trustee), as may be amended/ restated from time to time (“Facility
Agreement”), contains certain contractual covenants in relation to the equity shares of the Company, which may fall within the definition of “encumbrance” under Chapter V of the Takeover Regulations. Further, the deed of corporate guarantee dated July
11, 2026 entered into between I G E (India) Private Limited (as the guarantor) and CTL Trusteeship Limited (as the security trustee) (“Deed of Corporate Guarantee”) contains certain contractual covenants in relation to the equity shares of the Company,
which may fall within the definition of “encumbrance” under Chapter V of the Takeover Regulations.
(2) The Facility Agreement and Deed of Corporate Guarantee contain a contractual covenant in respect of IGE to procure non-dilution of shareholding of Surbhit Dabriwala and Yamini Dabriwala (individual promoters in the Company), which may fall within
the definition of “encumbrance” under Chapter V of the Takeover Regulations and is being disclosed out of abundant caution.
For IGE (India) Private Limited
Arpit Tapadia
Director
DIN: 09837980
Place: Mumbai
Date: July 14, 2026
ANNEXURE – II
Disclosure of reasons for encumbrance
(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)
Name of listed company International Conveyors Ltd
Name of the recognised stock exchanges where the shares of the company are listed BSE Limited and National Stock Exchange of India Limited
Name of the promoter(s) / PACs whose shares have been encumbered I G E (India) Private Limited, R.C.A Limited, Amaranth Daksha Private Limited, Surbhit Dabriwala and Yamini Dabriwala
Total promoter shareholding in the listed company No. of shares: 4,47,93,517
% of total share capital: 70.23%
Encumbered shares as a % of promoter shareholding 91.03%
Whether encumbered share is 50% or more of promoter shareholding YES / NO
Whether encumbered share is 20% or more of total share capital YES / NO
DETAILS OF ALL THE EXISTING EVENTS/ AGREEMENTS PERTAINING TO ENCUMBRANCE
Encumbrance
(Date of creation of encumbrance: July 11, 2026 )
Type of encumbrance (pledge, lien, negative lien, non-disposal undertaking etc. or any other covenant, transaction, condition or Other(1)
arrangement in the nature of encumbrance)
No. and % of shares encumbered 4,07,73,335 (63.93%)
Specific details about the Name of the entity in whose favour shares encumbered (X) In favour of CTL Trusteeship Limited acting as Security Trustee
encumbrance Whether the entity X is a scheduled commercial bank, public financial institution, NBFC or housing NO
finance company? If No, provide the nature of the business of the entity.
Trusteeship services
Names of all other entities in
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