Summary Proceedings of 90th Annual General Meeting of International Combustion (India) Limited

August 19, 2026 BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001 BSE Scrip Code: 505737 Sub: Summary of Proceedings of the 90th Annual General Meeting of International Combustion (India) Limited Dear Sir / Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the 90th Annual General Meeting (“AGM”) of the Members of International Combustion (India) Limited (“Company”) was duly convened and held on Wednesday, August 19, 2026, through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”), in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The AGM commenced at 2:00 p.m. (IST) and concluded at 4:05 p.m. (IST), including the time permitted for e-Voting at the AGM. The Summary of Proceedings of the 90th AGM, as required under Regulation 30 read with Schedule III of the SEBI Listing Regulations, is enclosed herewith as Annexure – I. The voting results of the AGM, together with the Consolidated Scrutinizer’s Report, will be submitted to the Stock Exchange(s) within the prescribed statutory timeline. Kindly take the same on record. Thanking you, Yours faithfully, For International Combustion (India) Limited Kundan Jaiswal Company Secretary & Compliance Officer Enclo: As Above Annexure – I SUMMARY OF PROCEEDINGS OF THE 90TH ANNUAL GENERAL MEETING The 90th Annual General Meeting (“AGM”) of the Members of International Combustion (India) Limited (the “Company”) was held on Wednesday, 19th August 2026 at 2:00 p.m. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 (“Act”), the Rules made thereunder, the applicable circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER OFFICIALS IN ATTENDANCE The following Directors, Key Managerial Personnel and other officials attended the AGM through VC/OAVM: Name Designation Mr. Sanjay Bagaria Chairman, Non-Executive Director; Chairman of the Share Transfer and Stakeholder Relationship Committee and Corporate Social Responsibility Committee Mr. Indrajit Sen Managing Director Mr. Srikumar Menon Independent Director; Chairman of the Audit Committee Ms. Nayantara Palchoudhuri Independent Director; Chairperson of Nomination and Remuneration Committee Mr. Sandipan Chakravortty Independent Director Mr. Rana Pratap Singh Executive, Whole Time Director Mr. Asish Kumar Neogi Chief Financial Officer Mr. Kundan Jaiswal Company Secretary Mr. Kaustuv Kanti Ghosh Partner of Ray & Ray, Statutory Auditors Mr. Arup Kumar Roy Practising Company Secretary, Secretarial Auditor and Scrutinizer Members Present: 83 Members attended the AGM through VC/OAVM. PROCEEDINGS OF THE MEETING The Company Secretary welcomed the Members and informed them that the requisite quorum was present. Accordingly, Mr. Kundan Jaiswal, Company Secretary of the Company, declared the 90th Annual General Meeting duly constituted and open. Thereafter, Mr. Sanjay Bagaria, Chairman of the Company, took the Chair and conducted the proceedings of the AGM. The Company Secretary informed the Members that all the Directors and Key Managerial Personnel of the Company were present and attending the AGM through VC/OAVM. The Company Secretary further informed the Members that Mr. Kaustuv Kanti Ghosh, Partner of M/s. Ray & Ray, Statutory Auditors of the Company, and Mr. Anup Kumar Roy, Practising Company Secretary, Secretarial Auditor and Scrutinizer, were also present and participating in the AGM through VC/OAVM. The Company Secretary informed the Members that the Notice convening the 90th AGM, together with the Annual Report for the financial year ended 31st March 2026, had been circulated electronically to the Members in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Notice of the AGM and the Annual Report were also made available on the website of the Company and on the websites of BSE Limited and NSDL. The requisite web-link to the Notice and Annual Report was also communicated to those Members whose e-mail addresses were not registered with the Company or the Depositories. CHAIRMAN'S ADDRESS The Chairman stated that the capital goods industry continued to face various challenges during the year, including uneven demand from key sectors, delays in project execution, volatility in raw material prices, supply-chain constraints and competitive pricing pressures. During the financial year ended 31st March 2026, the Company recorded Revenue from Operations of Rs.293.40 crore, as against Rs.292.98 crore in the previous financial year. The Company reported a Loss Before Tax of Rs.3.20 crore, as against a Profit Before Tax of Rs.13.54 crore in the previous financial year. The Chairman highlighted the Company's continued focus on operational efficiency, timely execution of orders, customer relationships, engineering capabilities, product quality, technological advancement and prudent cost management. The Chairman also apprised the Members of the encouraging market response to IC Torque Drive, the Company's indigenous range of Industrial Gear Boxes, and the initiatives undertaken by the Building Material Division to strengthen its market presence. The Chairman further stated that the Company remains focused on strengthening its manufacturing capabilities, improving operational efficiencies and optimising costs, while pursuing opportunities arising from the long-term growth prospects of the engineering and capital goods sector. The Annual Report, including 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, having already been circulated to the Members, was taken as read. The Statutory Auditors' Report was also taken as read, as it did not contain any qualification, reservation or adverse remark. QUESTION AND ANSWER SESSION The Company Secretary conducted the Question and Answer session and invited the Members who had registered themselves as Speaker Shareholders to express their views and raise their queries. The registered Speaker Shareholders participated in the AGM and raised queries and sought clarifications on various matters relating to the Company's performance, operations, business prospects and other matters concerning the Company. The Chairman responded to the queries raised by the Members and provided the requisite clarifications. BUSINESS TRANSACTED AT THE AGM The Chairman thereafter took up the items of business as set out in the Notice of the 90th AGM: Item No. 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 – Ordinary Resolution Item No. 2 – To appoint a director in place of Mr. Indrajit Sen (DIN: 00216190), who retires by rotation and being eligible, offers himself for re-appointment - Ordinary Resolution Item No. 3 – Re-appointment of Mr. Rana Pratap Singh (DIN:10186266), Executive Director (Whole-time Director) of the Company - Special Resolution Item No. 4 – Borrowing powers of the Company under Section 180(1)(c) of the Companies Act, 2013 - Special Resolution Item No. 5 – Creation of mortgage and/or charge on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013 - Special Resolution Item No. 6 – Ratification of remuneration payable to M/s. DD & Associates, Cost Accountants, as Cost Auditor for the financial year ending 31st March 2026 - Ordinary Resolution. Since the AGM was conducted through VC/OAVM, the resolutions were not required to be proposed and seconded. The resolutions as set out i [Showing first 8,000 characters — download PDF for full document]