Shareholders meeting

Ref No.: ICIL/20/2026-27 3rd August, 2026 National Stock Exchange of India Ltd. BSE Limited Listing Department Department of Corporate Services Exchange Plaza, Floor 25, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (East), Dalal Street, Mumbai – 400 051 Mumbai – 400 001 Company Symbol : ICIL Scrip Code No: 521016 Subject: Submission of Notice of 37th Annual General Meeting Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed electronic copy of the Notice of the of Thirty Seventh (37th) Annual General Meeting (AGM) of Indo Count Industries Limited (“the Company”) to be held on Tuesday, 25th August, 2026 at 12:00 Noon (IST) through Video Conferencing (VC)/ Other Audio Visual Means (OAVM). The same is sent through electronic mode to those Members whose email addresses are registered with the Company/ Registrar and Transfer Agent (RTA)/ Depositories. Further, pursuant to Regulation 36(1)(b) of the SEBI Listing Regulations, letters are also being sent by the Company to those shareholders whose email addresses are not registered with the Company/ the RTA/ the Depositories. The said notice is also available on the Company’s website: https://www.indocount.com/images/investor/37th-AGM-Notice-2025-26.pdf Kindly take same on record. Thanking you, Yours faithfully, For Indo Count Industries Limited Satnam Saini Company Secretary & Sr. GM-Legal Encl.: a/a NOTICE Indo Count Industries Limited CIN: L72200PN1988PLC068972 Registered Office: Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, District: Kolhapur-416109, Maharashtra, Tel No: (0230) 2463100/2461929 Website: www.indocount.com; E-mail: icilinvestors@indocount.com NOTICE 37TH ANNUAL GENERAL MEETING Notice is hereby given that the Thirty-Seventh (37th) Annual “RESOLVED THAT pursuant to the provisions of General Meeting (“AGM”) of the Members of Indo Count Sections 149, 150, 152 and other applicable provisions, Industries Limited (“the Company”) will be held on if any, of the Companies Act, 2013 (“the Act”) read with Tuesday, 25th August, 2026 at 12:00 Noon (IST), through Schedule IV thereto and the Companies (Appointment Video Conferencing (VC)/ Other Audio Visual Means (OAVM) and Qualification of Directors) Rules, 2014, as amended to transact the following business: from time to time, and in accordance with Regulation 17 and any other applicable provisions of the Securities ORDINARY BUSINESS: and Exchange Board of India (Listing Obligations 1. Adoption of Audited Standalone and Consolidated and Disclosure Requirements) Regulations, (SEBI Financial Statements Listing Regulations) 2015 (including any statutory To receive, consider and adopt: modification(s) or re-enactment(s) thereof for the time a. the Audited Standalone Financial Statements being in force), Mrs. Ambika Sharma (DIN: 08201798), of the Company for the financial year ended who was appointed as an Independent Director 31st March, 2026, together with the Reports of the of the Company for a term of two (2) consecutive Board of Directors and the Auditors thereon; and years commencing from 27th May, 2024 to 26th May, b. the Audited Consolidated Financial Statements 2026 (both days inclusive) and who being eligible of the Company for the financial year ended for re-appointment as an Independent Director has 31st March, 2026, together with the Report of the given her consent along with a declaration that she Auditors thereon. meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder 2. Declaration of Dividend and Regulation 16(1)(b) of the SEBI Listing Regulations To declare Final Dividend of H1.50/- (75%) per Equity Share and in respect of whom the Company has received of face value of H2/- each for the Financial Year 2025-26. a Notice in writing from a Member under Section 3. Re-appointment of a Director Retiring by Rotation 160(1) of the Act proposing her candidature for the To appoint a Director in place of Mr. Mohit Jain (DIN office of Director and based on the recommendation 01473966), who retires by rotation in terms of Section of the Nomination and Remuneration Committee 152(6) of the Companies Act, 2013 and being eligible, and the Board of Directors of the Company, be and seeks re-appointment. is hereby re-appointed as an Independent Director of the Company, to hold office for a second term of five SPECIAL BUSINESS: (5) consecutive years, w.e.f. 27th May, 2026 to 26th May, 4. Re-appointment of Mrs. Ambika Sharma (DIN: 2031, and that she shall not be liable to retire by 08201798) as a Non-Executive Independent rotation. Director of the Company To consider and give assent or dissent to the following RESOLVED FURTHER THAT the Board of Directors Special Resolution: of the Company (including its Committee thereof) and /or Company Secretary of the Company, be and ANNUAL REPORT 2025-26 are hereby severally authorised to do all such acts, things as may be considered necessary or desirable to deeds, matters and things as may be considered give effect to this resolution in this regard.” necessary, desirable or expedient to give effect to this 6. Approval of waiver of recovery of excess resolution.” managerial remuneration paid/payable to 5. Approval of waiver of recovery of excess Mr. Mohit Jain, Executive Vice-Chairman for the managerial remuneration paid/payable to Financial Year 2025-26 Mr. Anil Kumar Jain, Executive Chairman for the To consider and if thought fit, the following resolution Financial Year 2025-26 as a Special Resolution: To consider and if thought fit, the following resolution “RESOLVED THAT pursuant to the provisions of as a Special Resolution: Section 197(10) of the Companies Act, 2013 read “RESOLVED THAT pursuant to the provisions of with Schedule V and other applicable provisions, Section 197(10) of the Companies Act, 2013 read with if any of the Companies Act, 2013 (“the Act”) Schedule V and other applicable provisions, if any of and the Rules made thereunder, including any the Companies Act, 2013 (“the Act”) and the Rules statutory modification thereof and pursuant to the made thereunder, including any statutory modification recommendation of Nomination and Remuneration thereof and pursuant to the recommendation of Committee and Board of Directors of the Company, Nomination and Remuneration Committee and Board consent of the members of the Company be and is of Directors of the Company, consent of the Members hereby accorded to ratify and confirm waiver of the of the Company be and is hereby accorded to ratify and recovery of excess managerial remuneration paid/ confirm waiver of the recovery of excess managerial payable to Mr. Mohit Jain (DIN: 01473966), Executive remuneration paid/payable to Mr. Anil Kumar Jain (DIN: Vice Chairman during the financial year 2025-26 by way 00086106), Executive Chairman during the financial of salary, perquisites, benefits including commission year 2025-26, by way of salary, perquisites, benefits amounting to H85,61,461 (Rupees Eighty Five Lakhs including commission amounting to H2,10,81,082 Sixty One Thousand Four Hundred Sixty One only) (Rupees Two Crores Ten Lakhs Eighty One Thousand which is in excess of the limits prescribed under and Eighty Two only) which is in excess of the limits Section 197(1) of the Companies Act, 2013 read with prescribed under Section 197(1) of the Companies Section II (A) of Part II of Schedule V to the Companies Act, 2013 read with Section II (A) of Part II of Schedule Act, 2013, due to inadequate profits incurred by the V to the Companies Act, 2013, due to inadequate Company during financial year 2025-26. profits incurred by the Company during financial year RESOLVED FURTHER THAT the Board of Directors 2025-26. or a Committee of the Company be and is hereby RESOLVED FURTHER THAT the Board of Directors authorized to do all such acts, deeds, matters and of the Company or a Committee be and is her [Showing first 8,000 characters — download PDF for full document]