International Combustion publishes AGM notice, seeks ₹200 crore borrowing power
International Combustion (India) Limited has confirmed the publication of its 90th AGM notice, scheduled for August 19, 2026. The meeting aims to secure approval for ₹200 crore in borrowing powers and re-appoint executives amidst a FY26 net loss of ₹239.15 lakh, driven by increased operational costs despite stable revenue.
*this image is generated using AI for illustrative purposes only.
International Combustion (India) Limited has published newspaper advertisements on July 25, 2026, confirming the dispatch of its 90th Annual General Meeting (AGM) notice and Annual Report for FY26. The company will hold the meeting on August 19, 2026, via Video Conferencing to seek shareholder approval for enhanced borrowing powers up to ₹200 crore and the re-appointment of key executives. This procedural update follows the firm’s report of a net loss of ₹239.15 lakh in FY26, reversing the previous year’s profit, driven by rising operational costs despite stable revenue.
The Board has proposed special resolutions under Section 180(1)(c) and Section 180(1)(a) of the Companies Act, 2013, to authorize borrowings exceeding the aggregate of paid-up share capital and free reserves. The borrowing limit is capped at ₹200 crore outstanding at any point. Shareholders will also ratify the creation of mortgages or charges on company assets to secure these funds, which are intended for working capital needs, capital expenditure, and general corporate purposes amid sectoral slowdowns.
Executive Re-appointment and Remuneration
Shareholders will vote on the re-appointment of Mr. Rana Pratap Singh as Executive Director (Whole-time Director) for three years effective May 1, 2026. His remuneration is structured to rise over the tenure, starting at ₹168.00 lakh in the first year (May 2026–April 2027), increasing to ₹188.00 lakh in the second year, and reaching ₹210.00 lakh in the third year. This includes salary and perquisites such as housing, conveyance, and medical benefits.
| Year | Salary (₹ Lakh) | Perquisites (₹ Lakh) | Total (₹ Lakh) |
|---|---|---|---|
| May 2026 – Apr 2027 | 84.00 | 84.00 | 168.00 |
| May 2027 – Apr 2028 | 94.00 | 94.00 | 188.00 |
| May 2028 – Apr 2029 | 105.00 | 105.00 | 210.00 |
Mr. Indrajit Sen, Managing Director, retires by rotation and offers himself for re-appointment as an ordinary resolution. The Board also seeks ratification of remuneration of ₹90,000 plus GST and out-of-pocket expenses for M/s. DD & Associates, appointed as Cost Auditors for FY26.
Financial Context and Operational Outlook
The company’s revenue from operations remained flat at ₹29,340.48 lakh in FY26, marginally up from ₹29,298.11 lakh in FY25. However, total expenses rose to ₹29,735.31 lakh, primarily due to employee benefit expenses increasing to ₹7,376.82 lakh and other expenses reaching ₹5,661.03 lakh. The Mineral & Material Processing segment contributed ₹17,304.28 lakh but saw its result drop to ₹3,936.09 lakh. Conversely, the Building Material division revenue grew to ₹4,368.34 lakh, though it reported a segment loss of ₹328.74 lakh.
Despite the net loss, operating cash flow stood at ₹2,286.09 lakh, up from ₹1,234.84 lakh in FY25, indicating robust core liquidity. The Board attributes the profit decline to capital goods sector slowdowns, raw material volatility, and logistical constraints. Management plans to improve profitability through product diversification, technological upgrades, and expanded market reach in the Building Material division.
Voting and Meeting Details
The record date for AGM eligibility is August 12, 2026. Remote e-voting via National Securities Depository Limited (NSDL) will be available from August 16 to August 18, 2026. The EVEN for the voting process is 140425. The meeting will be held through Video Conferencing/Other Audio-Visual Means, with no physical presence required. Shareholders holding shares in physical form are advised to dematerialize their holdings to facilitate seamless voting and future corporate actions.
Historical Stock Returns for International Combustion
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.64% | -1.80% | -16.81% | +9.36% | -29.90% | +165.66% |
How will the proposed ₹200 crore borrowing limit impact International Combustion's debt-to-equity ratio and interest coverage given the FY26 net loss?
What specific product diversification strategies is the Building Material division implementing to reverse its segmental loss and drive growth?
Will the increase in Executive Director remuneration be linked to specific performance metrics or turnaround targets to justify the cost amidst rising employee benefit expenses?
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