UltraTech Cement Ltd

Target background and deal terms

• Target: UHG Holdings IFSC Private Limited, newly incorporated at GIFT City, Gujarat.
• Incorporation date: 20 August 2026; associate of UltraTech Cement Limited.
• Promoters formed: UltraTech Cement, Hindalco Industries, Grasim; target is a related party.
• Industry: IFSC finance services/holding; governed by IFSCA framework.
• Purpose: strengthen UltraTech’s business network via strategic associate.
• Regulatory approvals: to seek IFSCA approval.
• Timeline: completion not applicable.
• Consideration: Rs 10,00,000 total for 100% equity (cash).
• Shareholding: UltraTech 41%, Hindalco 50%, Grasim 9%.
• Background: new entity to own/operate aircraft, ships; turnover not disclosed.

AGM Details

• AGM held on 17 August 2026 at 3:00 PM IST via VC/OAVM.
• Remote e-voting 13–16 August 2026; AGM voting available.
• Cut-off date for voting entitlement: 10 August 2026.
• Scrutinizer appointed; report dated 18 August 2026.
• All resolutions passed with requisite majority.

Resolutions

• Adoption of Audited Financial Statements (Ordinary) – passed.
• Declaration of Dividend (Ordinary) – passed.
• Re-appointment of Rajashree Birla as Non-Executive Director (Special) – passed.
• Appointment of Vikram Bhalla as Independent Director (Special) – passed.
• Appointment of Jayant Dua as Director (Ordinary) – passed.
• Appointment of Jayant Dua as Managing Director (Ordinary) – passed.
• Ratification of remuneration of Cost Auditors (Ordinary) – passed.

Voting Results

• Resolution 1: Passed; ~99.7% in favour.
• Resolution 2: Passed; ~99.9998% in favour.
• Resolution 3: Passed; ~88.94% in favour; some against.
• Resolution 4: Passed; ~99.89% in favour; minimal against.
• Resolution 5: Passed; ~99.82% in favour.
• Resolution 6: Passed; ~99.62% in favour.
• Resolution 7: Passed; ~99.9997% in favour.

Dividend

• Dividend approved; per-share amount not disclosed.

Directors

• Rajashree Birla re-appointed as Non-Executive Director (retiring by rotation).
• Vikram Bhalla appointed as Independent Director.
• Jayant Dua appointed Director and Managing Director.
• Remuneration/tenure details not disclosed.

Auditors

• Cost Auditors remuneration ratified for FY2027; firm D. C. Dave & Co.

Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• No other material approvals reported.

Rating Action & Instruments

• Crisil assigns AAA/Stable to Rs 250 crore NCDs.
• Existing debt instruments and bank facilities reaffirmed at AAA/Stable; CP rated A1+.

Rationale & Strengths

• Largest Indian cement player with multi-regional presence and high operating efficiency.
• Strong financial risk profile; net debt/EBITDA improved to 1.1x in 2026.
• EBITDA per tonne rose to Rs 1092 in FY2026; supported by pricing gains.
• Capex-driven growth and capacity additions; net debt to EBITDA expected below 1x.

Liquidity & Financials

• Liquidity is strong with a cash balance of Rs 6,829 crore.
• Cash flows expected to cover maturing debt and dividends; capex funded by accruals.
• Credit metrics: net debt/EBITDA anticipated below 1x; interest coverage >9.5x.

Risks & Outlook

• Susceptibility to input costs, realisations, and cement-cycle volatility.
• Outlook: Stable; capacity expansion of ~37 mtpa planned for FY2027-2029.

Material Change Since Last Rating

• New AAA/Stable rating for Rs 250 crore NCDs; existing ratings reaffirmed.

FY26 performance highlights

• FY26 consolidated net revenue rose 17% to Rs 88,512 crore.
• EBITDA rose 32% to Rs 17,598 crore.
• PAT rose 36% to Rs 8,188 crore.

Capacity expansion and investments

• April FY26: 8.7 MTPA additional grey cement capacity commissioned.
• Capex plan Rs 16,000 crore to reach over 240 MTPA by FY28.

Shareholder return

• Board recommended Special Dividend of Rs 240 per equity share (Rs 7,072.3 crore).

Q1FY27 performance

• Q1FY27: net sales Rs 24,465 crore; PAT Rs 2,604 crore.

Sustainability initiatives

• Renewable power capacity 1,806 MW; 371 MW commissioned in FY26; 35.8% power from green energy.

Market standing

• Largest cement company outside China by capacity and sales volumes.

AGM Details

• Date: 17 August 2026; Time: 3:00 PM to 4:38 PM IST; Mode: VC/OAVM.

Key Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026 – Ordinary.
• Declaration of Dividend – Ordinary.
• Re-appointment of Mrs. Rajashree Birla as Non-Executive Director by rotation – Special.
• Appointment of Mr. Vikram Bhalla as Independent Director – Special.
• Appointment of Mr. Jayant Dua as Director – Ordinary.
• Appointment of Mr. Jayant Dua as Managing Director – Ordinary.
• Ratification of remuneration of Cost Auditors M/s D. C. Dave & Co. – Ordinary.

Voting & Disclosures

• Results of voting to be declared separately on company website and RTA portal.

Deal overview

• Solaris Horizon Energy Private Limited is an SPV for solar power generation and transmission in India.
• Equity investment up to Rs 27.75 crore for 26% stake.
• Not a related party; promoter group has no interest.
• Industry: renewable energy, solar power generation and transmission.
• Purpose: meet green energy needs, optimise energy costs, comply with captive power rules.
• Regulatory approvals: Not disclosed.
• Timeline: within 180 days from ESSA and SSA execution.
• Form of consideration: cash.
• Cost/price: Rs 27.75 crore.
• Shareholding acquired: 26%.
• Incorporation date: 10 December 2025.
• Business: SPV to supply 91 MWp DC / 65 MW AC solar power.
• Turnover (last three years): Nil.
• Project location: Puran village, Mungeli, Chhattisgarh; customer UltraTech plants.
• Registered office: Mumbai, 602, Western Edge 1, Borivali East.

AGM & report access

• Regulation 36(1)(b) intimation; weblink to Integrated and Sustainability Report 2025-26 sent to unregistered email holders.
• Report accessible on UltraTech's website.
• 26th AGM on 17 August 2026 at 3:00 PM IST via Video Conferencing.
• Unregistered-email shareholders must update email via DP or KFin to receive communications.
• Physical shareholders must provide PAN, contact details, bank details, and specimen signatures.
• Dividends to be paid electronically to updated folios from 1 April 2024.
• SEBI allows nomination choice but not mandatory; recommended.
• KFin contact for queries: einward.ris@kfintech.com; toll-free 1800 309 4001.