India Cements Ltd Directors Report

Your Directors present the Eightieth Annual Report together with audited accounts of your Company for the year ended 31^st March, 2026. Rs. in Crore

	For the year ended 31st March
FINANCIAL RESULTS (Standalone)	2026	2025
Revenue from Operations	4,484.69	4,080.39
Profit before Interest, Depreciation & Exceptional Items	494.23	(329.98)
Add: Exceptional Items-Income/(Expense)	(28.21)	54.13
Less: Finance costs	99.33	267.17
Less: Depreciation / Amortization	299.12	239.43
Profit Before Tax	67.57	(782.45)
Current Tax	0.00	0.00
Deferred Tax	2.25	(126.81)
Profit/(Loss) After Tax	65.31	(655.64)
Add : Surplus brought forward from last year	401.33	1,054.90
Add: Transfer from Revaluation Reserve	0.00	2.07
Surplus carried forward	466.64	401.33

OPERATIONS

Revenue from Operations in FY 26 was Rs.4,485 crore as against Rs. 4,080 crore in FY 25. Profit before Interest, Depreciation and Tax for FY 26 was Rs.494.23 crore vis-?-vis a negative Rs.329.98 crore in FY 25. Profit after Tax for FY 26 wasRs.65.31 crore compared to a negative Rs.655.64 crore in FY 25. Cement capacity utilization during FY 26 was 70% compared to 62% in FY 25.

DIVIDEND & RESERVES

With an intention to conserve resources to cater the future requirements, the Directors have not recommended any dividend for the year ended 31^st March, 2026. Your Company has also not transferred any amount to General Reserve.

Your Companys Dividend Distribution Policy is available at: https://www.indiacements.co.in/uploads/investor/pdf/15010623099DividendDistributionPolicy.pdf.

SHARE CAPITAL

The paid-up equity share capital of the Company was Rs.309.90 crore as on 31^st March, 2026 comprising 30,98,97,201 equity shares of Rs.10/- each.

SCHEME OF AMALGAMATION

Pursuant to Sections 230-232 of the Companies Act, 2013, a Scheme of Amalgamation of ICL Financial Services Limited ("ICLFSL"), ICL International Limited ("ICLIL"), ICL Securities Limited ("ICLSL") and India Cements Infrastructures Limited ("ICIL") ("Transferor Companies"), all wholly-owned subsidiaries, with The India Cements Limited ("Transferee Company") was sanctioned by the Honble National Company Law Tribunal, Chennai Bench on 9^th March, 2026 and made effective on filing with the Registrar of Companies on 28^th March, 2026, with an appointed date of 1^st January, 2025. Accordingly, all assets, liabilities and reserves of the Transferor Companies stood vested in the Company, and the Transferor Companies were dissolved without winding up.

The aforesaid standalone results for the FY 2025-26 include results of ICLFSL, ICLIL, ICLSL, and ICIL for full year, whereas in previous year, only for a part of the year and are therefore not strictly comparable with those of the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015), a Management Discussion and Analysis Report is provided in Annexure B.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance and Auditors Certificate confirming its compliance are included as part of the Annual Report and Further, a declaration on Code of Conduct signed by the Chief Executive Officer of the Company is provided in Annexure E.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, a Business Responsibility and Sustainability Report is provided in Annexure F.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Report on CSR activities of the Company during the FY 2025-26 is provided in Annexure G.

EXPANSION / MODERNIZATION

Your Company proposes to incur a capital expenditure to the extent of Rs.2,014 crore over a period of two years towards expansion of the existing capacity by 2.80 Million Tonnes from 14.75 Million Tonnes to 17.55 Million Tonnes at an estimated cost of Rs.440 crore and modernization of the Companys cement plants at an estimated cost of Rs.1,574 crore. The proposed capital expenditure would be met through a mix of debt and internal accruals.

SUBSIDIARIES & ASSOCIATES

The Company has four (4) subsidiaries as on date. During the year, PT Adcoal Energindo, Indonesia, ICL Financial Services Limited, ICL International Limited, ICL Securities Limited and India Cements Infrastructures Limited ceased to be subsidiaries of the Company.

The financials of the subsidiaries for the year ended 31^st March, 2026 are provided in Part-A of Annexure H. During the year, PT Mitra Setia Tanah Bumbu ceased to be an associate of the Company.

The financials of the associate for the year ended 31 ^st March, 2026 are provided in Part-B of Annexure H.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statement of the Company and its subsidiaries and associate companies form part of this annual report. The audited financial statements of your Companys subsidiaries are available for inspection on your Companys website at www.indiacements.co.in.

Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, a separate statement containing the salient features of the auditedfinancialstatement of all the Subsidiaries and Associate Company is provided in

Form AOC-1, (Annexure H).

POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES

The Company has subsidiaries controlled through shareholdings in such Companies, none of which are material. The policy on Material Subsidiary is available on the website of the Company at www.indiacements.co.in.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an Internal Financial Control Policy and Procedures commensurate with the size and nature of operations and financial reporting. The Company has defined standard operating procedures covering all functional areas like sales, marketing, materials, fixed assets etc. This has been further explained in the Management Discussion and Analysis Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the 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. To oversee risks, your Company has established a board-level Risk Management Committee which performs key functions viz (a) regular review of your Companys Enterprise Risk Management Framework to ensure it remains current and effective (b) conducts analyses of identified risks, considering their potential impact and likelihood and (c) develops appropriate mitigation actions to minimise the impact or likelihood of each risk, considering the business environment, operational controls, and compliance procedures.

VIGIL MECHANISM / wHISTLE BLOwER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The Policy has been uploaded on the Companys website at https://www.indiacements.co.in/uploads/investor/pdf/938720POLIGIHANENDE.pdf

POLICY ON DEALING wITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions entered Managerial Personnel or other designated persons which may have a potential conflict with the interest of

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website at www.indiacements.co.in.

TRANSACTIONS wITH RELATED PARTIES

Particulars of contracts or arrangements with related parties for the financial year ended 31^st March, 2026 are provided in Note No.37.8 of the standalone financialstatements of the Company. Your Company has also entered into certain material related party transactions during the year, after obtaining prior approval of the shareholders. The Directors confirm that these transactions were fair, reasonable, and in the best interest of the Company. Accordingly, the details of such contracts or arrangements are provided in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 (Annexure I).

LOANS / GUARANTEES / INVESTMENTS ETC UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, investments and guarantees covered under Section 186 of the Companies Act, 2013, are provided in Notes to the standalone financial statements for the FY 2025-26.

AUDITORS

The Shareholders of the Company at the 76^th Annual General Meeting (AGM) held on 28^th September, 2022, appointed Messrs Brahmayya & Co., Chartered Accountants and reappointed Messrs S.Viswanathan, LLP, Chartered Accountants, Chennai, as

Statutory Auditors of the Company, to hold office for a period of 5 years from the conclusion of the 76^th AGM until conclusion of 81^st AGM of the Company. The Company has obtained necessary certificates from the Statutory Auditors confirming their eligibility to continue as Statutory Auditors of the Company for the FY 2026-27.

The Auditors Report does not contain any qualification, reservation or other remarks. There was no instance of fraud reported by the Auditors in their Report during the course of their audit.

In compliance with the Circular dated 7^th January, 2026 issued by the National Financial Reporting Authority on Effective

Communication Between Statutory Auditors and Those Charged with Governance, including Audit Committees, which is applicable to all listed companies and their statutory auditors, the Company in consultation with the statutory auditors has identified Those Charged with Governance ("TCWG") and has adopted a framework to ensure effective two-way communication between TCWG and the Statutory Auditors.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and applicable rules made thereunder, the Board of Directors of the Company, on the recommendation of the Audit Committee, appointed Messrs. Capri Assurance and Advisory Services, Gopalaiyer & Subramanian, Kalyanasundaram & Associates, Bala & Co., Sudarasanam & Associates and P.S.Subramania Iyer & Co., as Internal Auditors for conducting internal audit of the Company for the FY 2025-26.

Subsequently, based on the recommendation of the Audit Committee, Messrs Grant Thornton Bharat LLP, Chartered Accountants, was appointed as Internal Auditors in place of the existing Internal Auditors to conduct the internal audit effective from 1 ^st October, 2025 for the second half of the FY 2025-26 and the FY 2026-27.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the cost accounts and records for the year ended 31^st March, 2026.

Mr. K.Suryanarayanan, Cost Accountant, has been appointed as Cost Auditor for the FY 2026-27 at a remuneration of Rs.10 lakh (previous year Rs.8.5 lakh). The remuneration is subject to ratification of members and hence is included in the Notice of the Annual

General Meeting.

SECRETARIAL AUDITOR

The Secretarial Auditors Report in Form MR-3, as prescribed under Section 204(1) of the Companies Act, 2013 read with Rule-9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2026, issued by Messrs Makarand M.Joshi & Co., Secretarial Auditor, is enclosed as Annexure K. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. However, a disclaimer in their report is self-explanatory.

The shareholders of the Company appointed Messrs Makarand M.Joshi & Co., (Firm Regn.No.P2009MH007000), Company Secretaries, Mumbai, as the Secretarial Auditors of the Company at the 79^th Annual General Meeting held on 13^th August, 2025 for from the FY 2025 26 to FY 2029 30. The Company has obtained the required confirmations afirst from the Secretarial Auditors regarding their eligibility to continue as Secretarial Auditors of the Company for the FY 2026-27.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

The extract of the Annual Return of the Company for the financial year ended 31^st March, 2026 is made available at the Companys website at www.indiacements.co.in.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits from the public falling under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 31^st March, 2026 and there were no unclaimed deposit(s) due to be repaid or transferred to the Investor Education and Protection Fund (IEPF) as on 31^st March, 2026.

CONSERVATION OF ENERGY, ETC.

Necessary particulars regarding conservation of energy etc., as per provisions of Section 134 of the Companies Act, 2013 are provided in Annexure A.

DIRECTORS

Under Article 98 of the Articles of Association of the Company and in terms of Section 152(6) of the Companies Act, 2013, Mr.Vivek

Agrawal, Director, retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Mr.Sanjay Shantilal Patel, due to his pre-occupation and personal commitments, resigned as an independent director of the Company from the close of business hours on 26^th April, 2025. Mr.V.Manickam, independent director, whose 1^st term of appointment expired on 23^rd June, 2026, expressed his intention not to seek re-appointment for a second term.

Mr.Ashok Ramchandran, Non-Executive Director has resigned from the Board of Directors with effect from the close of business hours on 23^rd June, 2026 on account of his professional and personal commitments.

The Board expresses its appreciation of the valuable contribution of Mr.Sanjay Shantilal Patel, Mr. V.Manickam, and Mr.Ashok Ramchandran as directors of the Company.

Brief particulars of Director eligible for reappointment is annexed to the Notice convening the Eightieth Annual General Meeting of the Company.

The details of shares and convertible instruments held by non-executive directors are provided in Annexure C.

INDEPENDENT DIRECTORS

A declaration from all the independent directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, has been received by the Company. The details of familiarization programme for independent directors are available in the Companys website at https://www.indiacements.co.in/uploads/investor/pdf/85687FAMILIOGRAMEDECTORS.pdf. In the opinion of the Board, all the independent directors are persons of high integrity and repute and possess the requisite proficiency, expertise and experience and fulfil the conditionsspecifiedin the Act and Rules made thereunder and are independent of the management.

FAMILIARIZATION PROCESS

Senior management personnel of the Company, on a structured basis, interact with directors from time to time to enable them to understand the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology and risk management and such other areas.

DIRECTORS RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirements of the Act and the Indian Accounting

Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Companys financial condition and results of operations.

Your Directors confirm:

1. That in the preparation of the accounts for the year ended 31^st 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 judgments 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 31^st March, 2026 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of 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 31^st 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 financialcontrols are adequate and were 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.

KEY MANAGERIAL PERSONNEL

Mr.S.Sridharan, Company Secretary, retired from the services of the Company with effect of the close of business hours on 31^st May, 2025 and ceased to be KMP with effect from 1^st June, 2025.

The Board of Directors at its meeting held on 26^th April, 2025, appointed Mrs.E.Jayashree as the Company Secretary of the

Company with effect from 1 ^st June, 2025.

The Key Managerial Personnel of the Company for the purpose of Companies Act, 2013 are Mr.Suresh Vasant Patil, Chief

Executive Officer, Mr.Krishnagopal Ladsaria, Chief Financial Officer and Mrs.E.Jayashree, Company

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosures and other details 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, are given in Annexure J. 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 drawing remuneration and other particulars, as prescribed in 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 Secretary of the Company.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and other employees and their remuneration for implementation. The said policy is available on the Companys website at https://www.indiacements.co.in/uploads/investor/pdf/15597328411NOMINATIONDEMUNERATIOOLICAsAmended.pdf

Broadly, the performance of the employee concerned and the performance of the Company are the fundamental parameters determining theremunerationpayabletoanemployee.Morespecifically, there will be reciprocity in the matter of remunerating

KMPs, Senior Managerial Personnel and other employees of the Company.

At the middle and lower levels of management, the yardsticks of assessment are different. The ability to speedily execute policy decisions, sincerity, devotion and discipline are the main attributes expected.

BOARD MEETINGS

Board Meetings were held. The details of the meetings of the Board and its Committees are disclosed in the Duringthe year, five

Corporate Governance Report (Annexure C).

AUDIT COMMITTEE

The Audit Committee of the Board acts in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 and other applicable provisions of the SEBI (LODR) Regulations, 2015, as amended, from time to time. The Composition, the role, terms of reference and the details of the meetings of the Audit Committee are disclosed in the Corporate Governance Report (Annexure C). There has been no instance, where the Board had not accepted any recommendation of the Audit Committee.

EVALUATION OF BOARD / BOARD COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Committees.

EMPLOYEES AND INDUSTRIAL RELATIONS

Your Company firmlybelieves that its employees are its most valuable asset and is committed to fostering a healthy, inclusive, and respectful work environment. During the year under review, your Company continued to focus on employee engagement, statutory compliance, skill development, and workplace well-being.

THE SEXUAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a zero-tolerance approach for sexual harassment in the workplace and has formulated a policy on the prevention, prohibition and redressal of sexual harassment in the 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 framed thereunder, for prevention and redressal of complaints of sexual harassment in the workplace. Your Company has complied with provisions relating to the constitution of the Internal Committee under the POSH Act to address complaints, if any.

During the year under review:

Number of complaints pending disposal at the beginning of the year: Nil

Number of complaints received: Nil

Number of complaints disposed of: Nil

Number of complaints pending at the close of the year: Nil

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There has been no Order passed by any Regulatory authority or Court or Tribunal impacting the going concern status and future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this Report other than those disclosed in the financial statements.

OTHER DISCLOSURES

There has been no change in the nature of the business of the Company.

There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one-time settlement with any Bank or financial institutions.

The Company has not issued any shares with differential voting rights

The Company has not issued any sweat equity shares

The Company has a Maternity Support programme which is in compliance with the provisions of Maternity Benefit Act, 1961.

ACKNOwLEDGEMENT

The Board places on record its sincere appreciation for the support of all stakeholders.

On behalf of the Board

Kailash Chandra Jhanwar E.R.Raj

Narayanan Place: Chennai Director

Director Date : 25^th June, 2026 (DIN: 01743559)

(DIN: 00469886)