International Conveyors Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

<verdict paragraph> International Conveyors Ltd's financial statements are clean, but its related-party dealings and cash-flow quality warrant attention. The company's auditor has issued unmodified opinions for seven straight years, yet the CARO reports reveal recurring irregularities in loans to related parties and a plant-level audit-trail gap that persisted until FY2026. Promoter entities have borrowed heavily against the company's equity, and operating cash flow has consistently lagged reported profit, with other income now driving the majority of pre-tax earnings. </verdict paragraph>

Key findings

  1. Promoter-level borrowing of ₹420 crore for the EIL delisting is secured by encumbrances over the promoter group's entire EIL shareholding Critical - On July 11, 2026, Zenox Technology Services Private Limited and I G E (India) Private Limited entered into a facility agreement and a deed of corporate guarantee with Kotak Mahindra Bank Limited and CTL Trusteeship Limited, creating an encumbrance over 63.93% of the promoter group's shareholding in International Conveyors Ltd. The facility agreement contains a covenant for IGE to procure non-dilution of shareholding of individual promoters Surbhit Dabriwala and Yamini Dabriwala. As on March 31, 2026, shares amounting to ₹8.68 crore and current investments amounting to 222.08 crore were pledged as security for loan-against-securities facilities from Bajaj Finance, Deutsche Investments India, and HDFC Bank.
  2. International Conveyors advances interest-bearing loans to promoter entity Dabri Properties Major - Shareholders approved on April 30, 2026 advancing interest-bearing ICDs/loans or giving guarantee/security to Dabri Properties and Trading Company Private Limited (DPTCPL), a promoter NBFC, for an amount not exceeding ₹50 crore. The proposed transaction equals 1,849.90% of DPTCPL's annual consolidated turnover for FY2024-25, while DPTCPL reported net worth of ₹1,528.22 lakh for that year. The rate will be in line with prevailing market standards; no fixed 10% rate is specified. Previous transactions show ICDs opening at ₹400.98 lakh and closing at ₹436.00 lakh in FY2024-25 with interest accrued of ₹36.00 lakh.
  3. Operating cash flow consistently fails to back reported profit, with CFO/PAT at 0.50x or below in four of the last five years, while other income drives a rising share of pre-tax profit Major - In FY26, International Conveyors Ltd reported PAT of ₹68.38 crore but CFO of only ₹34.51 crore, a CFO/PAT ratio of 0.50x. In FY25, PAT was ₹91.70 crore against CFO of ₹14.92 crore, a CFO/PAT ratio of 0.16x. Other income / PBT reached 81.5% in the latest period (₹140 crore of ₹172 crore), flagged as a major earnings-cash divergence. Other income rose from ₹58.77 crore in FY26 to ₹105 crore in FY25 and ₹66.63 crore in FY24.
  4. Clean audit opinions with Key Audit Matters disclosed in FY2025 and FY2026 Major - The standalone audit opinion was unqualified in every year from FY2020 through FY2026. Key Audit Matters were disclosed in both FY2025 and FY2026, covering the accuracy of recognition, measurement, presentation and disclosures of Investments and other related balances. CARO clause (iii)(c) in FY2026 reported one loan with aggregate outstanding balance of Rs. 1.24 crore where principal/interest repayments were not regular and the amount was fully provided for in an earlier year.
  5. Promoter family dominates the board and its remuneration, while a July 2026 encumbrance over 63.93% of promoter-held shares secures a group company's loan Major - On July 11, 2026, I G E (India) Private Limited created an encumbrance on 2,92,87,560 shares (45.92% of total share capital) and R.C.A Limited on 6,27,520 shares (0.98%), as security for a loan availed by Zenox Technology Services Private Limited from Kotak Mahindra Bank Limited. Post-execution, encumbered promoter-holding in International Conveyors Ltd stood at 4,07,73,335 equity shares representing 63.93% of total share capital, up from 3,23,30,080 shares (50.69%) prior to the July 11, 2026 encumbrance. Shri Rajendra Kumar Dabriwala's remuneration as Managing Director was set at Basic Salary of Rs. 16,00,000 per month in year 1, Rs. 20,00,000 per month in year 2, and Rs. 25,00,000 per month in year 3, plus commission of 1% of net profits. Shri Sunit Mehra, Non-Executive Independent Director, attended 1 out of 5 Board meetings during FY2025-26 and received sitting fees of Rs. 40,000 for that year.
  6. The company was fined by BSE and NSE in FY2024-25 for lacking the required independent directors for 47 days, after years of reporting no such penalties Minor - BSE and NSE each imposed a penalty of Rs. 2,77,300 on International Conveyors Ltd for non-compliance with Regulation 17(1) of SEBI (LODR) because the Board lacked half Independent Directors from 28.09.2024 to 13.11.2024, after the tenures of Shri J. S. Vanzara and Shri K. T. Reddy expired on 27.09.2024 and before Shri P. S. Deshpande stepped down on 13.11.2024. On November 21, 2024, the company received emails from BSE and NSE alleging non-compliance of Regulation 17(1) of the Listing Regulations and levying penalty thereunder. The FY2020-21 Corporate Governance report stated that no penalties or strictures were imposed by SEBI, stock exchanges, or statutory authorities for non-compliance related to capital markets.
  7. Revenue is heavily concentrated in a handful of customers, with the top-two share swinging between 76% and 84% across FY22-FY24 before broadening to five-to-six customers at 71-83% in FY25-FY26, while receivables remain on short 3-60 day terms Minor - Two customers accounted for approximately 84% of standalone revenue from operations in FY2021-22, up from one customer at approximately 76% in FY2020-21. Six customers accounted for approximately 83% of consolidated revenue from operations in FY2024-25, versus five customers at approximately 71% in FY2023-24. Trade receivables are non-interest bearing and generally on credit terms of 3 to 60 days. No trade receivables were due from directors or other officers, or from firms or private companies in which any director is a partner, director or member, as at 31st March 2026.
  8. Contingent liabilities are small and routine, with the company consistently stating adequate provisions and no material impact expected across seven years Minor - The company's standalone financial statements for FY2025-26 state that contingent liabilities comprise pending litigation against tax, statutory, or government authorities, with adequate provisions made and future cash outflows dependent on judgments. As at March 31, 2026, the company had contingent liabilities including a GST demand under appeal of ₹9.34 lakh and guarantees given by banks on behalf of the company of ₹604.86 lakh. The auditor's report for FY2025-26 states there were no material foreseeable losses on long-term contracts including derivative contracts during the year ended March 31, 2026.
  9. A small, stable subsidiary chain was simplified in FY2026 when the Singapore holding company was closed and its Australian subsidiary moved directly under the parent Clean - The Board approved closure of Conveyor Holdings Pte. Ltd., Singapore, a wholly owned subsidiary, on February 13, 2025. Effective February 13, 2026, International Conveyors Australia became a direct subsidiary of International Conveyors Ltd, acquired from Conveyor Holdings Pte. Ltd. for AUD 540, with no change in ultimate beneficial ownership. Two subsidiaries' financial statements were unaudited and certified by management for FY2025-26, with combined total assets of ₹61.45 lakhs, total revenue of ₹4.05 crore, and net loss after tax of ₹41.06 lakhs.

What to watch

Bottom line: This is a cleanly audited company with a real cash-generative core, but the promoter group's ₹420 crore borrowing against 63.93% of the listed equity, the ₹50 crore loan to a promoter NBFC at thin margins, and the persistent gap between operating cash flow and reported profit all point to a single risk: the promoter family's financial engineering is now collateralized against minority shareholders' equity. Watch the ECGS installment, the DPTCPL facility's provisioning, and the next audit report's confirmation that the plant-level audit trail remains fixed.