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Indo Count Industries Ltd — AGM Information 2025
Aug 19, 2025
61460_rns_2025-08-19_1429017e-f2d6-43d5-9a95-175f9b7e4bb5.pdf
AGM Information
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Ref No.: ICIL/30/2025-26
19[th] August, 2025
BSE Limited
Department of Corporate Services Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001
National Stock Exchange of India Limited Listing Department Exchange Plaza, Bandra Kurla Complex, Bandra (East) Mumbai – 400 051
Scrip Code: 521016 Company Symbol: ICIL
Sub: Summary of proceedings of 36[th] Annual General Meeting held on 19[th] August, 2025
Dear Sir/Madam,
The 36[th] Annual General Meeting (“AGM”) of the members of Indo Count Industries Limited (“the Company”) was held today i.e. Tuesday, 19[th] August, 2025 at 12:00 Noon (IST) through Video Conferencing (“VC”) through the platform of NSDL in compliance with the circulars issued by the Ministry of Corporate Affairs.
Pursuant to Regulation 30(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”) read with Para A of Part A of Schedule III of the Listing Regulations, please find enclosed herewith Summary of proceedings of 36[th] Annual General Meeting of the Company held on Tuesday, 19[th] August, 2025.
This is for your information and record.
Thanking You,
Yours truly,
For Indo Count Industries Limited
Satnam Digitally signed by Satnam Singh Singh Saini Date: 2025.08.19 Saini 14:36:28 +05'30' Satnam Saini Company Secretary & GM - Legal
Encl.: A/a
SUMMARY OF PROCEEDINGS OF THE 36[TH] ANNUAL GENERAL MEETING
The 36[th] Annual General Meeting (AGM) of the members of Indo Count Industries Limited (“the Company”) was held on Tuesday, 19[th] August, 2025 at 12:00 Noon (IST) through VC/ OAVM platform provided by National Securities Depository Limited (“NSDL”). Mr. Satnam Saini, Company Secretary introduced himself and welcomed Chairman, all Directors and shareholders were present for the AGM. Mr. Kailash Lalpuria, Executive Director & CEO, was unable to join the meeting due to health issues. The Company Secretary informed that the AGM was held through Video Conferencing in accordance with the circulars issued by Ministry of Corporate Affairs (MCA). Thereafter, he requested all Directors to introduce themselves.
Mr. Anil Kumar Jain- Executive Chairman, Mr. Mohit Jai- Executive Vice-Chairman, Mr. Kamal MitraDirector (Works), Mr. Siddharth Mehta- Lead Independent Director & Chairman of Nomination & Remuneration Committee, Mr. L. Viswanathan- Independent Director & Chairman of Audit Committee, Dr. Sanjay Kumar Panda- Independent Director & Chairman of ESG & CSR Committee and Stakeholders Relationship Committee, Mr. Akash Kagliwal- Independent Director and Mrs. Ambika SharmaIndependent Director attended the AGM. Further, Mr. K Muralidharan, Group Chief Financial Officer and Mr. Manish Bhatia, Chief Financial Officer also attended the AGM.
Partners of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Statutory Auditors), Ms. Kala Agarwal, Practicing Company Secretaries (Secretarial Auditors) and Mr. Vikas R. Chomal, Proprietor of M/s. Vikas R. Chomal & Associates, Practicing Company Secretaries (Membership No.: F11623; CP No: 12133) were also present for the AGM through Video Conferencing.
The Company Secretary requested Mr. Anil Kumar Jain, Executive Chairman to take the chair and start with the proceedings of the AGM.
Mr. Anil Kumar Jain, Executive Chairman, chaired the meeting and welcomed all the Shareholders to the 36[th] Annual General Meeting.
The requisite quorum being present, the Chairman called the meeting to order. The Notice of the Annual General Meeting dated 30[th] May, 2025 was taken as read. The members were informed that there were no qualifications, reservations, adverse remarks and disclaimer in the Auditors' Report and Secretarial Audit Report for the year ended 31[st] March, 2025, hence, Independent Auditor's Reports and Secretarial Audit report were taken as read at the Meeting.
The Chairman then delivered his speech to the Shareholders and briefed the highlights of performance of the Company during the Financial Year 2024-25.
Mr. Mohit Jain, Executive Vice Chairman have made a brief presentation to the shareholders on Company’s operations, achievements, performance highlights, acquisitions, financial ratios, corporate social responsibility and ESG, etc.
The Company Secretary briefed shareholders inter alia, about certain procedural and technical aspects of the AGM. He informed that:
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a) The Company had provided to the Shareholders, the facility to cast their vote electronically through remote e-voting facility provided by NSDL from Saturday, 16[th] August, 2025 at 9:00 a.m. (IST) to Monday, 18[th] August, 2025 till 5:00 p.m. (IST), on all resolutions set forth in the Notice of the AGM.
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b) Shareholders who were present at the AGM and had not casted their vote electronically were provided an opportunity to cast their votes though e-voting during the Meeting.
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c) The Company had given facility to members to send their questions/queries in advance on the email id as given in notice.
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d) Mr. Vikas R. Chomal, Proprietor of M/s. Vikas R. Chomal & Associates, Practicing Company Secretaries, was appointed as Scrutinizer for the purpose of scrutinizing the e-voting process in a fair and transparent manner.
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e) The result of combined e-voting along with scrutinizers’ report would be uploaded on the website of the Company i.e. www.indocount.com as well as website of NSDL and Stock Exchanges i.e. BSE Limited and National Stock Exchange India Limited (NSE) within 2 working days from the conclusion of the AGM.
The following items of the business/ the resolutions as per the notice of AGM dated 30[th] May, 2025 were read at the meeting:
1. Ordinary Resolution
To receive, consider and adopt:
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a. the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2025, together with the Reports of the Board of Directors and the Auditors thereon; and
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b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2025, together with the Report of the Auditors thereon.
2. Ordinary Resolution
To declare Final Dividend of Rs. 2/- per Equity Share of face value of Rs. 2/- each for the Financial Year 2024-25.
3. Ordinary Resolution
To appoint a Director in place of Mr. Kamal Mitra (DIN: 01839261), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment.
4. Special Resolution
Re-appointment of Mr. Anil Kumar Jain (DIN: 00086106) as a Whole-time Director designated as “Executive Chairman” of the Company for a further period of three (3) years w.e.f 1[st] October, 2025
5. Special Resolution
Re-appointment of Mr. Mohit Jain (DIN: 01473966) as a Whole-time Director designated as “Executive Vice Chairman” of the Company for a further period of three (3) years w.e.f. 1[st] July, 2025
6. Special Resolution
Re-appointment of Mr. Kamal Mitra (DIN: 01839261) as a Whole-time Director for a further period of three (3) years w.e.f 1[st] October, 2025
7. Special Resolution
Re-appointment of Mr. Akash Kagliwal (DIN: 01691724) as an Independent Director of the Company
8. Special Resolution
Re-appointment of Mr. L. Viswanathan (DIN: 00193056) as an Independent Director of the Company
9. Ordinary Resolution
Appointment of M/s. Vikas R. Chomal and Associates, Practicing Company Secretaries as Secretarial Auditors of the Company
The Company Secretary thereafter invited registered speaker shareholders to ask their questions. Members who had registered as speakers sought clarification on the accounts and businesses. Mr. K. Muralidharan, Group CFO, responded to the queries of the Shareholders and provided clarifications.
The Company Secretary informed that the e-voting facility will be kept open for the next 15 (fifteen) minutes to enable the members to cast their vote and authorized Company Secretary and Scrutinizer to complete necessary formalities in that regard. The AGM ended at 1:05 p.m. (IST) including 15 minutes provided for e-voting.
There being no other business to be transacted, the Company Secretary thanked the Shareholders who joined this AGM and closed the proceedings of the meeting.
For Indo Count Industries Limited
Satnam Digitally signed by Satnam Singh Singh Saini Date: 2025.08.19 Saini 14:36:57 +05'30' Satnam Saini
Company Secretary & GM - Legal