India Cements Capital Ltd Directors Report

Your Directors present the 40th Annual Report together with audited accounts for the year ended 31st March 2026. The summarised financial results of the company are furnished below:

(In Rs Lakhs)

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, 2026.

The Company has not transferred any amount to the reserves for the year ended 31st March, 2026.

REVIEW OF PERFORMANCE

The Gross revenue and net income for the year ended 31st March, 2026 are Rs.25774.79 lakhs and Rs.364.37 lakhs respectively as against Rs. 29764.17lakhs and Rs. 387.22 lakhs during the corresponding previous year. The division has earned other operating income of Rs.80.28 lakhs as against Rs.77.75 lakhs during the corresponding previous year. The Company has also earned other income of Rs.35.55 lakhs as against Rs. 39.08 lakhs during the corresponding 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, 2026 comprising 2,17,06,200 equity shares of Rs.10/- each.

SHARE PURCHASE AGREEMENT

The Promoter of the Company, M/s. Sri Saradha Logistics Private Limited (SSLPL), entered into a Share Purchase Agreement (SPA) with Mr. Sandeep Jain, Mr. Vikas Garg and Mr. Rahul Nagar (collectively referred to as the "Acquirers") on 24th July, 2026, whereby SSLPL agreed to sell its entire shareholding of 1,08,58,186 equity shares of Rs10/- each, constituting 50.02% of the paid-up equity share capital of the Company, to the Acquirers at a negotiated price of Rs12/- per equity share.

Consequent to the execution of the SPA, and in terms of Regulations 3(1) and 4 read with Regulations 13, 14 and 15(1) and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, the Acquirers made a Public Announcement on 24th July, 2026 for making an Open Offer to the public shareholders of the Company to acquire up to 56,43,612 fully paid-up equity shares of Rs10/- each, representing 26.00% of the voting share capital of the Company, at an offer price of Rs12/- per equity share. The acquisition of shares under the SPA and the Open Offer is subject to the receipt of applicable regulatory approvals, including the approval of the Reserve Bank of India. The completion of Open Offer and the consummation of the SPA would result in the Acquirers acquiring control over the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, (SEBI LODR) 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 confirm

1. that in the preparation of the annual accounts for the year ended 31st March, 2026, 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, 2026 and of the loss of the Company for the year ended on that date.

3. that proper and sufficient 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, 2026 have been prepared on a going concern basis.

5. that internal financial controls to be followed by the Company have been laid down and that such internal financial 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, 2026 were Rs.42441 lakhs and Rs.53.78 lakhs as against Rs. 71551 lakhs and Rs. 88.01 lakhs respectively for the corresponding previous year. The turnover in the cash market segment Rs.27897 lakhs during the year ended as against Rs. 45707 lakhs during the corresponding previous year. The turnover in the Futures & Options segment is Rs. 14544 lakhs during the year ended as against Rs. 25844 lakhs during the corresponding previous year.

The Company has earned other operating income of Rs. 2.84 lakhs as against Rs. 5.69 lakhs during the corresponding previous year. The Company has also earned other income of Rs.9.20 lakhs as against Rs.9.75 lakhs during the corresponding previous year.

During the year, ICISL restructured its self-clearing operations of futures & options and cash segment.

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 financial statements of its Subsidiary for the financial year ended 31st March, 2026 in Form AOC-1 is attached to the Annual Report as Annexure-4.

REAPPOINTMENT OF DIRECTORS

Sri V. Manickam (DIN: 00179715) – Non-Executive Non-Independent Director

Sri V. Manickam, Non-Executive Non-Independent Director, retires by rotation at the ensuing 40th Annual General Meeting of the Company and, being eligible, has offered himself for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends the reappointment of Sri V. Manickam as Non-Executive Non-Independent Director, liable to retire by rotation. Further, as Sri V. Manickam will attain the age of 75 years during his proposed tenure, approval of the Members by way of a Special Resolution is also being sought pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his continuation as a Non-Executive Non-Independent Director of the Company.

Brief particulars of Director eligible for reappointment is annexed to the Notice convening the 40th 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 proficiency, expertise and experience and fulfil all the conditions specified in the Act and Rule 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 Officer and Company Secretary and Mr.S.Pranatharthiharan, Chief Financial Officer.

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 01.10.2026 to 30.09.2027, 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 40th Annual General Meeting for approval of the members of the Company.

BOARD MEETINGS

During the year, five 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 2026, and gave their report thereon. The audit report does not contain any qualification.

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 office for a second and final term of 5 years from the conclusion of the 36th AGM until conclusion of 41st AGM of the Company. The Company has obtained necessary certificate from the Statutory Auditor confirming their eligibility to continue as Statutory Auditor of the Company for the financial year 2025-26.

INTERNAL AUDITORS

Messrs Gopalaiyer & Subramanian, Chennai have been Re-appointed as Internal Auditors for the year 2026-27.

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 a term of five years commencing from FY 2025-2026 to FY 2029-2030.

The Secretarial Audit Report in Form MR-3 for the Financial Year 2025-26, is attached as Annexure 1. The report does not contain any qualification, reservation or adverse remarks.

COST RECORDS

The company is not required to maintain cost records as specified 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 Certificate 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 financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

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 identification of risk and procedures for assessment and mitigation thereof.

INTERNAL FINANCIAL CONTROLS

The Company has defined 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 firm for carrying out internal audit. The internal auditors have been given the specific responsibility to verify and report on various compliances. The auditors have reported that there are adequate financial 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 2025-26, 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 financial year ended 31st March 2026, 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 first 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 Office 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 financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant 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 conflict 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-?-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 2025-26, 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 financial 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

Your Company has adopted a zero-tolerance approach towards sexual harassment at the workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act.

In accordance with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, as amended, the details are as under:

MATERNITY BENEFIT ACT

The Company has complied with the provisions of Maternity Benefit Act, 1961 and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and procedures are in place to uphold the rights and welfare of women employees in accordance with applicable laws.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 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.