Incon Engineers AGM Notice with Land Sale Proposal

1. Adoption of audited financial statements for FY 2025-2026

2. Re-appointment of Dr. B. Neeta Kumari (DIN: 00313522) as director retiring by rotation

Parties: Managing Director Mr. Sreedhar Chowdhury, Oxeeco Technologies Private Limited, Fusion Lastek Technologies Private Limited
Maximum Value: ₹20.00 crores per annum
Period: Financial year 2026-27 (1 April 2026 to 31 March 2027)
Nature of Transactions:
Rent payable from Oxeeco Technologies: ₹14.40 lakhs PA
Service contracts with Oxeeco Technologies: ₹75.00 lakhs PA
Loans/guarantees with Fusion Lastek: ₹1,800.00 lakhs PA
Unsecured loans from Sreedhar Chowdhury: ₹100.00 lakhs PA
Justification: Ordinary course of business, arm's length basis
Percentage of turnover: Exceeds 100% of previous year's turnover

Land Details: B-6/2 & B-6/3, IDA, Uppal, Hyderabad - 500039
Area: 8,543.92 Sq.Mts (2.11 Acres)
Sale Deed: No. 8387/1995 dated 24.11.1995
Reason: Telangana Government G.O.Ms.No.27 dated 22.11.2025 (Hyderabad Industrial Lands Transformation Policy - HILTP)
Authorization Includes:
Sale, transfer, lease or disposal of land
Application for change from industrial to multi-purpose use
Negotiation with prospective buyers
Entering MOUs, LOIs, and agreements
Identifying relocation options for existing plant
Regulatory Reference: Section 180(1)(a) of Companies Act, 2013 and Regulation 37A of SEBI LODR Regulations 2015

Purpose: Loans, guarantees, security provision, or investments in other bodies corporate
Maximum Limit: ₹50 crores outstanding at any time
Authorization: Exceeds limits prescribed under Section 186

Purpose: Loans, guarantees, or security connection with loans availed by entities where directors are interested
Maximum Limit: ₹50 crores at any point of time
Entities: Company's entities or any other person specified under Section 185

Revenue from operations: ₹27.47 lakhs (Previous year: ₹20.64 lakhs)
Other income: ₹16.08 lakhs (Previous year: ₹16.14 lakhs)
Total income: ₹43.55 lakhs (Previous year: ₹36.78 lakhs)
Loss before finance costs and depreciation: ₹(32.49) lakhs (Previous year: ₹(32.46) lakhs)
Finance cost: ₹9.02 lakhs (Previous year: ₹6.81 lakhs)
Depreciation and amortization: ₹1.06 lakhs (Previous year: ₹1.71 lakhs)
Net loss: ₹(42.57) lakhs (Previous year: ₹(40.98) lakhs)
Other comprehensive income: ₹0.36 lakhs (Previous year: ₹0.04 lakhs)
Total comprehensive income: ₹(42.21) lakhs (Previous year: ₹(40.94) lakhs)
EPS: ₹(0.98) per share (Previous year: ₹(0.95) per share)

Property, plant and equipment: ₹46.46 lakhs (Previous year: ₹47.35 lakhs)
Inventories: ₹0.33 lakhs (Previous year: ₹10.62 lakhs)
Trade receivables: Nil (Previous year: ₹24.36 lakhs)
Cash and cash equivalents: ₹2.55 lakhs (Previous year: ₹1.30 lakhs)
Non-current loans: ₹102.40 lakhs (Previous year: ₹84.59 lakhs)
Current liabilities: ₹24.38 lakhs (Previous year: ₹40.45 lakhs)
Share capital: ₹432.71 lakhs (4,327,100 equity shares of ₹10 each)
Other equity: ₹(649.11) lakhs (Previous year: ₹(606.90) lakhs)
Total equity: ₹(77.73) lakhs (Previous year: ₹(35.52) lakhs)

Debtors turnover: 2.12 (Previous year: 1.60)
Inventory turnover: 5.01 (Previous year: 3.76)
Interest coverage ratio: (3.72) (Previous year: Not provided)
Current ratio: 0.28 (Previous year: 1.15)
Debt equity ratio: (1.31) (Previous year: (2.38))
Return on net worth: (54.76)% (Previous year: Not provided)

Operations suffered due to delay in finalization of orders by potential customers
Gestation period for capital goods orders takes considerable time
Hopeful that pipeline projects will result in orders during current year
Diversification program underway to modify equipment for pharmaceutical and specialty chemicals industry
Total employees: 9 (7 male, 2 female)

Board composition: 4 directors (1 executive, 3 non-executive independent)
Board meetings: 4 meetings held during FY 2025-2026
Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee
SEBI LODR compliance: Regulations 17-27 not applicable as paid-up capital (₹5.71 crores) and net worth (₹(0.78) crores) below threshold limits
Whistleblower policy: Implemented, no complaints during the year
POSH compliance: Committee constituted, no incidents reported

Statutory auditors: M/s. Brahmayya & Co., Chartered Accountants (Firm Regn. No.: 000513S)
Internal auditors: M/s. G P Associates, Chartered Accountants
Secretarial auditors: M/s. MNM & Associates, Company Secretaries
RTA: M/s. Venture Capital and Corporate Investments Pvt. Ltd., Hyderabad
Bankers: State Bank of India, Commercial Branch, Koti, Hyderabad
Secretarial audit report: No qualifications except pending delisting application with Calcutta Stock Exchange
Cost audit: Not applicable as industry exempted