India Cements Ltd

Purpose and resolution

• Purpose: Ordinary resolution to appoint Tribhuwan Adhikari as Director liable to retire by rotation.
• Resolution: Item No.1 to appoint Tribhuwan Adhikari as Director.
• E-voting window: Sep 12, 2026 09:00 IST to Oct 11, 2026 17:00 IST.
• Cut-off date: Sep 7, 2026.
• Results timing: on or before Oct 13, 2026.
• Outcome: Not yet announced.
• Material impact: LIC nominee joins Board; governance composition may shift.

Director profile and terms

• Appointee: Tribhuwan Adhikari (DIN 10229197), LIC nominee.
• Role/term: Director liable to retire by rotation; appointment effective Aug 7, 2026.
• Experience: 37 years at LIC; ex-Executive Director; ex-MD/CEO LIC Housing Finance.
• Independence: Non-Executive Nominee Director; not related to other Directors or KMP.
• Remuneration: nil last drawn; sitting fee proposed at Rs 50,000 per meeting.
• Date of first appointment: 7 August 2026.
• Shareholding: Nil.

Target entity

• Amplus TN One Energy Private Limited, SPV for solar projects in India.
• Engaged in generation and transmission of renewable energy.

Related party

• Not a related party transaction; promoter group has no interest.

Industry

• Industry: solar power generation and transmission.

Purpose

• To meet green energy needs, optimise energy costs, comply with captive power rules.

Regulatory approvals

• Regulatory approvals not specified.

Timeline

• Completion within 180 days from execution of PPA and SSHA.

Consideration

• Cash consideration.

Cost of acquisition

• Equity investment up to Rs 14,06,27,240.

Shareholding

• Acquired 26% equity stake.

Background

• Amplus TN One Energy Private Limited, SPV for 41.80 MW solar projects with BESS.
• Incorporated 6 June 2024; turnover Nil in last three years.
• Projects supply renewable power to four cement units in Andhra Pradesh and Telangana.

ESG Rating Details

• ESG Rating 62.1 assigned for FY2026 by SES ESG Research Private Limited.
• Rating reflects ESG performance as assessed by SES ESG.
• Agency: SES ESG Research Private Limited.

Change in contact email

• Old email investor@indiacements.co.in replaced by investor.indiacements@adityabirla.com, effective 13 August 2026.
• Stakeholders to use new email for all future correspondence; notice also on company website.

AGM Details

• AGM held on a date in August 2026 at 3:00 PM IST via VC/OAVM.
• Record date notified to shareholders for AGM eligibility.

Key Resolutions

• Adopt standalone financial statements and reports (ordinary resolution).
• Adopt consolidated financial statements and reports (ordinary resolution).
• Reappoint director retiring by rotation (ordinary resolution).
• Ratify remuneration payable to Cost Auditor for 2026-27 (ordinary resolution).

Voting Results

• Standalone financials passed with overwhelming in-favour; minimal opposition.
• Consolidated financials passed with overwhelming in-favour; minimal opposition.
• Director reappointment passed with about 97% in favour.
• Cost auditor remuneration ratified with about 99.998% in favour.

Director Changes

• Director retiring by rotation reappointed.

Auditor Actions

• Cost Auditor remuneration for FY 2026-27 ratified.

Performance and momentum

• FY2025-26 total income Rs 4,581 crore; profitability returned after integration with UltraTech.
• Company reversed prior-year losses; profitability achieved due to higher volumes and cost discipline.
• Installed capacity 14.75 MTPA with 70% utilization.
• Credit ratings upgraded to CARE AAA (Stable) long-term and CARE A1+ short-term.
• Q1 FY27: sales volume 2.58 million tonnes; EBITDA ₹159 crore; PAT ₹27 crore.
• Q1 FY27 profit turn positive: PAT ₹27 crore vs ₹133 crore loss year-ago.
• Migration of products to UltraTech brands improving procurement and efficiency.
• Sustainability focus: blended cement, renewable energy, WHRS aligned with UltraTech framework.
• Looking ahead: profitable, sustainable growth under UltraTech and Aditya Birla Group.

AGM Details

• Date: 10 August 2026; Mode: VC/OAVM; Time: 3:00 PM to 4:05 PM IST.
• Chair: presiding director.
• Registers available electronically; reports read; no adverse observations.
• Meeting concluded at 4:05 PM IST.

Key Resolutions

• Ordinary: Adoption of standalone financial statements and directors' and auditors' reports.
• Ordinary: Adoption of consolidated financial statements and auditors' report.
• Ordinary: Appointment of a director retiring by rotation and offering reappointment.
• Special: Ratification of remuneration payable to the cost auditor for the financial year.

Voting Status

• Results will be declared separately on company and stock exchange websites.
• Method: remote e-voting and AGM e-voting; 15-minute post-meeting window.

Director Changes

• Director retiring by rotation offered for reappointment.

Auditors

• Cost auditor remuneration ratification for the upcoming financial year.

Nominee Director change

• LIC nominates Tribhhuwan Adhikari as Nominee Director, replacing Gowd, term expiry 6 Aug 2026.
• Appointment effective 7 Aug 2026; subject to members' approval.
• Reason: LIC nomination to represent LIC on the Board.
• Profile: Tribhhuwan Adhikari, LIC Direct Recruit, 1989 batch; 30+ years in marketing/administration.
• Term: liable to retire by rotation.
• Cessation: Gowd ceased as Nominee Director from 6 Aug 2026.
• Relationship disclosures: None with other directors.
• Not debarred by SEBI or other authorities.