India Cements Capital Ltd Directors Report

Your Directors present the 38th Annual Report together with audited accounts for the year ended 31st March 2024. The summarised nancial results of the company are furnished below:

(In Lakhs)

	2024	2023
Gross Turnover	37158.85	20803.52
Gross Income	608.92	395.65
Pro t / (Loss) before depreciation and tax	185.21	85.32
Less: Depreciation	4.89	4.96
Pro t / (Loss) before Tax	180.32	80.36
Less : Taxation	44.72	10.69
Pro t / (Loss) After Tax	135.60	69.67
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	135.60	69.67

DIVIDEND & RESERVES

In view of the accumulated losses of earlier years, the Board of Directors are unable to recommend any dividend for the year ended 31st March, 2024.

The Company has not transferred any amount to the reserves for the year ended 31st March, 2024.

REVIEW OF PERFORMANCE

FORXCHANGE

The gross turnover and gross income for the year ended 31st March, 2024 are Rs.37158.85 lakhs and Rs.453.12 lakhs respectively as against Rs.20803.52 lakhs and Rs.256.04 lakhs during the previous year. This division has earned other operating income of Rs.114.15 lakhs as against Rs.103.95 lakhs during the corresponding previous year. The Company earned a Pro t After Tax of Rs.135.60 lakhs as against pro t of Rs.69.67 lakhs during the previous year. The details of operations of the Company during the year are given in Management Discussion and Analysis report which is annexed to the Directors Report.

SHARE CAPITAL

The paid up equity share capital of the Company is Rs.2170.62 Lakhs as on 31st March, 2024 comprising 2,17,06,200 equity shares of Rs.10/- each.

INTER-SE TRANSFER

The promoter and promoter group of the Company viz. Mr. N.Srinivasan, ICL Financial Services Limited and ICL Securities Limited, the wholly owned subsidiaries of The India Cements Limited divested their entire shareholding constituting 48.02% of the paid-up equity share capital in the Company on 27.07.2024. The said divestment was made by them to another promoter entity viz. Sri Saradha Logistics Private Limited (inter-se transfer of shares among promoters). Consequently, The Company became a subsidiary of Sri Saradha Logistics Private Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of The Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements (SEBI LODR)] Regulations, 2015, a Management Discussion and Analysis Report is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

"We con rm

1. that in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. that such Accounting Policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the pro t of the Company for the year ended on that date.

3. that proper and suf cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. that the annual accounts for the year ended 31st March, 2024 have been prepared on a going concern basis.

5. that internal nancial controls to be followed by the Company have been laid down and that such internal nancial controls are adequate and are operating effectively.

6. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively."

POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES

Policy on determination of material subsidiary is available on Companys website. India Cements Capital Limited has one wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) which is a material subsidiary.

SUBSIDIARY

INDIA CEMENTS INVESTMENT SERVICES LIMITED

The turnover and income for the year ended 31st March, 2024 were Rs.77490 lakhs and Rs.99.50 lakhs as against Rs.56477 lakhs and Rs.71.31 lakhs respectively for the corresponding previous year. The turnover in the cash market segment was Rs.57986 lakhs during the twelve months period ended as against Rs.39003 lakhs during the corresponding previous year. The turnover in the Futures & Options segment is Rs.19504 lakhs during the twelve months period as against Rs.17474 lakhs during the corresponding previous year. The volume levels are increased compared to corresponding period of previous year on account of positive trend in the market.

The Company has earned other operating income of Rs.10.73 lakhs as against Rs.16.16 lakhs during the corresponding previous year. The Company has also earned other income of Rs.10.63 lakhs as against Rs.9.59 lakhs during the corresponding previous year.

During the period under review, this division has been operating with 3 branches and 7 business associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, drawn up in accordance with the provisions of Section 129(3) of the Companies Act, 2013 forms part of the Annual Report.

A separate statement containing the salient features of the audited nancial statements of its Subsidiary for the nancial year ended 31st March, 2024 in Form AOC-1 is attached to the Annual Report as Annexure-4.

DIRECTORS

Sri V. Manickam retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for reappointment.

th

Brief particulars of Director eligible for reappointment is annexed to the Notice convening the 38 Annual General Meeting of the Company. No director is related to each other. The details of shares held by non-executive directors are given in Corporate Governance Report.

INDEPENDENT DIRECTORS

The declarations given by independent directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, have been received by the Company. The details of familiarisation programme for independent directors are available on the Companys website www.iccaps.com.

In the opinion of the Board, the independent directors are persons of high integrity and repute and possess the requisite pro ciency, expertise and experience and ful l all the conditions speci ed in the Act and Rules made thereunder and are independent of the management.

ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of the directors individually as well as evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The said policy is available on the Companys website www.iccaps.com.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration for implementation.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are Mr.K.Suresh, Chief Executive Of cer and Chief Financial Of cer and Ms. E.Jayashree, Company Secretary.

The Board based on the recommendation of Nomination and Remuneration Committee, approved the reappointment of Sri.K.Suresh, as ‘Manager under the Companies Act, 2013, for a period from 01.10.2024 to 30.09.2025, subject to the approval of the shareholders and the Resolutions for his reappointment as ‘Manager under the Companies Act, 2013 is included under special business in the Notice convening the 38th Annual General Meeting for approval of the members of the Company.

BOARD MEETINGS

During the year, four Board Meetings were held. The details of board meetings and its Committees are given in the Corporate Governance Report.

AUDIT COMMITTEE

The details of composition of the Audit Committee are given in the Corporate Governance Report. There has been no instances, where the Board had not accepted any recommendation of Audit Committee.

AUDITORS

STATUTORY AUDITORS

M/s.P.S.Subramania Iyer & Co., Chartered Accountants, Chennai have carried out the audit of the Accounts for the year ended 31st March 2024, and gave their report thereon. The audit report does not contain any quali cation.

The Shareholders of the Company at the 36th Annual General Meeting (AGM) held on 29th September, 2022, appointed M/s P.S.Subramania Iyer & Co. Chennai, as Statutory Auditors of the Company, to hold of ce for a second and nal term of 5 years from the conclusion of the 36th AGM until conclusion of 41st AGM of the Company. The Company has obtained necessary certi cate from the Statutory Auditor con rming their eligibility to continue as Statutory Auditor of the Company for the nancial year 2024-25.

INTERNAL AUDITORS

Messrs Gopalaiyer & Subramanian, Chennai have been appointed as Internal Auditors for the year 2024-25.

SECRETARIAL AUDITOR

Ms.P.Sindhuja, Company Secretary in Practice, has been appointed as Secretarial Auditor of the Company and also its Material Subsidiary, India Cements Investment Services Limited, for the year 2024-25. The Secretarial Audit Reports for the Company and its Material Subsidiary, in Form MR-3 for the nancial year 2023-24 are attached as Annexure 1. The said reports do not contain any quali cation, reservation or adverse remarks.

COST RECORDS

The Company is not required to maintain cost records as speci ed by the Central Government under Section 148(1) of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with Auditors Certi cate of its compliance forms part of the Annual Report and is given in Annexure 2. Further a declaration on Code of Conduct signed by the President & CEO also forms part of the Annual Report.

PUBLIC DEPOSITS

Your Company has not accepted deposits from public and shareholders during the year. There are no outstanding deposits at the end of the year.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the nancial position of the Company which have occurred between the end of the nancial year of the Company to which the nancial statements relate and the date of the report other than those disclosed in the nancial statements and in para "Inter-se Transfer" of this report.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has developed and implemented a Risk Management Policy. The Policy envisages identi cation of risk and procedures for assessment and mitigation thereof.

INTERNAL FINANCIAL CONTROLS

The Company has de ned standard operating procedures covering all functional areas like Money Changing and Forex Advisory Services, etc. The Company has engaged the services of a Chartered Accountant rm for carrying out internal audit. The internal auditors have been given the speci c responsibility to verify and report on compliance of standard operating procedures. The auditors have reported that there are adequate nancial controls in place and are being followed by the Company.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that during the year 2023-24, no Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

INFORMATION AS PER SECTION 134(3)(m) and 134(3)(o)

The furnishing of information as required under Section 134(3)(m) and 134(3)(o) of the Companies Act, 2013 read

with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

ANNUAL RETURN

An extract of the Annual Return of the Company for the nancial year ended 31st March 2024, is made available at the Companys website www.iccaps.com.

REMUNERATION

As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure 3. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees and other particulars, drawing remuneration in terms of the said Rules forms part of this report. However, in terms of rst proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Of ce of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company.

POLICY ON DEALING WITH RELATED PARTIES

All related party transactions that were entered into during the nancial year were on an arms length basis and were in the ordinary course of business. There are no materially signi cant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential con ict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company.

Particulars of contracts or arrangements with related parties in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 is attached as part of this report in Annexure 5.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company, during the year has not given any loans or guarantees or provided security to any person or other body corporate attracting the provisions of Section 186 of the Companies Act, 2013.

INSOLVENCY AND BANKRUPTCY CODE / ONE-TIME SETTLEMENT

During the year 2023-24, the Company has neither made any application nor have any proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or nancial institutions during the year.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism for directors and employees to report their genuine concerns. The policy is available on the Companys website.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the captioned Act and

Rules made thereunder. There was no complaint of harassment, reported during the year.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act read with applicable Rules are not applicable to the Company as it does not fall under the threshold limit.

ACKNOWLEDGEMENT

Your Directors thank the Companys Bankers and other Stakeholders of the Company for their continued support. The Directors also thank the customers for their continued association. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.