India Cements Ltd

Your Directors present the Seventy-ninth Annual Report together with the audited accounts of your Company for the year ended 31^st March, 2025.

in Crore

With an intention to conserve your Company's resources to cater future requirements, the Directors have not recommended any dividend for the year ended 31^st March, 2025. Your Company has also not transferred any amount to General Reserves. Your Company's Dividend Distribution Policy is available at: https://www.indiacements.co.in/uploads/investor/pdf/15010623099DividendDistributionPolicy.pdf.

The paid-up equity share capital of the Company was 309.90 crores as on 31^st March, 2025 comprising 30,98,97,201 equity shares of 10/- each.

As stated in the previous year's Report, the erstwhile promoters, members of the promoter group and another shareholder of your

Company had entered into a Share Purchase Agreement with UltraTech Cement Limited ("UltraTech") for selling their entire stake of 10,13,91,231 equity shares of 10/- each of your Company, representing 32.72% of the Company's paid-up equity share capital to UltraTech, subject to receipt of regulatory approvals. As a result of entering into the Share Purchase Agreement, the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were triggered, requiring UltraTech to make a mandatory open offer to the public shareholders of your Company for acquiring up to 8,05,73,273 equity shares of 10/- each, constituting 26% of your Company's paid-up equity share capital.

Upon receipt of unconditional approval from the Competition Commission of India, UltraTech completed the acquisition of

10,13,91,231 equity shares of 10/- each of your Company, representing 32.72% of the Company's paid-up equity share capital.

Together with UltraTech's existing shareholding of 7,05,64,656 equity shares representing 22.77%, its total shareholding in your

Company increased to 17,19,55,887 equity shares of 10/- each, representing 55.49% of your Company's equity share capital.

As a result, your Company became a subsidiary of UltraTech with effect from 24th December, 2024. UltraTech also became the promoter of your Company in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, effective 24 ^th December, 2024.

The open offer to the public shareholders of your Company was completed on 4th February, 2025. UltraTech's total shareholding increased to 25,25,29,160 equity shares of 10/- each representing 81.49% of your Company's equity share capital. Your Company's public shareholding being lower than the minimum public shareholding in terms of the provisions of Rule 19A of the Securities Contracts (Regulations) Rules, 1957 read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company will be required to satisfy the minimum public shareholding criteria set out in the aforesaid Regulation within a period of twelve months from the completion of the Open Offer.

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 given in Annexure ‘B'.

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 are given in Annexure ‘C' and Annexure ‘D' respectively. Further, a declaration on Code of Conduct signed by the Chief Executive Officer of the Company is given inAnnexure ‘E'.

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

A Report on CSR activities of the Company during the year 2024-25 is given in Annexure ‘G'.

The revenue from Operations for the FY25 was 4,088 crores as against 4,942 crores in FY24. The Profit before Interest, Depreciation and Tax for the FY 25 was a negative 332 crores vis-?-vis 163 crores in FY 24. Profit after Tax for the FY 25 was a negative 668 crores compared to a negative 203 crores in FY 24. Cement capacity utilization during FY25 was 62% compared to 61% in FY24. The lower operating margin and loss were attributable to lower sales realisations.

The Company is in the process of finalizingexpansion / modernization program. Thrust will be on energy conservation, increasing the share of renewable power, waste heat recovery and overall cost optimization.

The Company has nine (9) subsidiaries as on date. During the year, Coromandel Electric Company Limited and Coromandel Travels Limited ceased to be the subsidiaries of the Company.

The financials of the subsidiaries for the year ended 31 ^st March, 2025 are given in Part-A of Annexure-H.

During the year, Coromandel Sugars Limited, India Cements Capital Limited, Raasi Cement Limited and Unique Receivable

Management Private Limited ceased to be the associates of the Company.

The financials of the associates for the year ended 31 ^st March, 2025 are given in Part-B of Annexure-H.

The Audited Consolidated Financial Statement of the Company and all of the subsidiary and associate companies form part of this annual report. The audited financial statements of your Company's subsidiaries are available for inspection on your Company's 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 audited financial statement of all the Subsidiary and Associate Companies is provided in

Form AOC-1, (Annexure ‘H').

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.

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.

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 Company's 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.

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 Company's website at https://www.indiacements.co.in/uploads/investor/pdf/24234POLICNIGIECHANIAME.pdf.

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. There was no complaints of harassment reported during the year.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary related party transactions entered by the Company with Promoters, courseofbusiness.Therearenomateriallysignificant Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the

Company at large. 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 Company's website at www.indiacements.co.in.

Particulars of contracts or arrangements with related parties for the financial year ended 31^st March, 2025 are provided in Note No.37.9 of the standalone financial statements of the Company. There are no material related party transactions and all related party transactions entered during the year under review are in the ordinary course of business and on an arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Accordingly, the disclosure in Form No. AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 is not applicable.

Details of loans, investments and guarantees covered under Section 186 of the Companies Act, 2013, are given in Notes to the standalone financial statements for the financial year 2024-25.

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.

There have been no material changes and commitments affecting between 1^st April, 2025 and the date of this Report other than those disclosed in the financial statements and in para "Scheme of

Amalgamation" of this Report.

The Board of Directors of the Company at its meeting held on 26^th April, 2025, approved the draft Scheme of Amalgamation of ICL Financial Services Limited, ICL International Limited, ICL Securities Limited and India Cements Infrastructures Limited, (hereinafter collectively referred to as the "Transferor Companies"), with The India Cements Limited ("Company" or "Transferee Company") and their respective shareholders ("Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Transferor Companies are wholly owned subsidiaries of the Company. The Appointed Date of the Scheme is 1^st January, 2025. Upon the Scheme becoming effective,the entire share capital of the Transferor Companies held by the Transferee Company along with its nominees shall stand cancelled without any further application, act or deed. The Scheme is subject to necessary statutory and regulatory approvals, including sanction by the Hon'ble National Company Law Tribunal, Chennai Bench.

During the year, 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.

The extract of the Annual Return of the Company for the financial year ended 31 ^st March, 2025 is made available at the Company's website at www.indiacements.co.in.

Your Company has not been accepting deposits from public and shareholders since 16^th September 2013 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, 2025.

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

During the year, your Company spent 34.91 lakhs towards revenue expenditure on the R&D department.

Consequent to the changes in the shareholding and control of the Company, Sri.N.Srinivasan, Vice Chairman & Managing Director, Smt.Rupa Gurunath, Wholetime Director, Smt.Chitra Srinivasan, Non-Executive Director, representing the erstwhile ‘Promoters and Promoter Group', tendered their resignation and ceased to be Directors with effect from 25^th December, 2024. Sri.V.M.Mohan, a Non-Executive Non-Independent Director, Sri.S.Balasubramanian Adityan, Sri.Krishna Srivastava, Smt.Lakshmi Aparna

Sreekumar and Smt.Sandya Rajan, Independent Directors, tendered their resignation and ceased to be Directors with effect from 25^th December, 2024. The Board recorded its appreciation of the valuable contributions made by them during theirtenureofOffice.

The Board of Directors at its meeting held on 25^th December, 2024, based on the recommendations of the Nomination and Remuneration Committee, appointed Sri.Kailash Chandra Jhanwar, Sri.Vivek Agrawal, Sri.E.R.Raj Narayanan and Sri.Ashok Ramchandran as Non-Executive Non-Independent Directors liable to retire by rotation. Smt.Alka Bharucha, Smt.Sukanya Kripalu and Dr.Vikas Balia were appointed as Independent Directors of the Company for a term of five consecutive years with effect from

25^th December, 2024 and the shareholders have passed requisite ordinary / special resolutions approving their appointment as Directors / Independent Directors through Postal Ballot on 18^th March, 2025.

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

Sri.Y.Viswanatha Gowd and Sri.Kailash Chandra Jhanwar, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Brief particulars of Directors eligible for reappointment are annexed to the Notice convening the Seventy-ninth Annual General Meeting of the Company.

The details of shares and convertible instruments held by directors are given in Annexure ‘C'.

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 Company's website at https://www.indiacements.co.in/uploads/investor/pdf/78542964FAMILIARISATIROGMMEORID.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 conditions specified in the Act and Rules made thereunder and are independent of the management.

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

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 Company's financial condition and results of operations.

Your Directors confirm:

1. That in the preparation of the accounts for the year ended 31^st March, 2025, 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, 2025 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 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, 2025, 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 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.

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 ‘I'. 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.

During the year, twelve Board Meetings were held. The details of the meetings of the Board and its Committees are provided in the Corporate Governance Report Annexure ‘C'.

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 provided in the Corporate Governance Report (Annexure ‘C'). There has been no instance where the Board had not accepted any recommendation of the Audit Committee.

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.

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 Company's 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 and devotion and discipline are the main attributes expected.

Sri.N.Srinivasan, Vice Chairman & Managing Director (Chief Executive Officer) and Smt.Rupa Gurunath, Wholetime Director tendered their resignation and ceased to be the Key Managerial Personnel (KMP) with effect from 25^th December, 2024.

Sri.R.Srinivasan, Executive President (Finance & Accounts) (Chief Financial Officer) with effect from the close of business hours on 31 st December, 2024 and ceased to be KMP with effect from 1^st January, 2025.

The Board of Directors at its meeting held on 31^st December, 2024, appointed Sri.Suresh Vasant Patil as the Chief Executive

Officer and Sri.Krishnagopal Ladsaria, as the Chief Financial Officer of the Company with effect from ^st January, 2025. 1

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

Executive Officer, Sri Krishnagopal Ladsaria, Chief Financial Officer and Sri S.Sridharan, Company Secretary.

Industrial relations continued to remain cordial during the year.

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 confirmingtheir eligibility to continue as Statutory Auditors of the Company for the financial year 2025-26.

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

In terms of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint internal auditors for conducting internal audit for the financial year 2025-26.

Messrs. Capri Assurance and Advisory Services, Gopalaiyer & Subramanian, Kalyanasundaram & Associates, Bala & Co.,

Sudarasanam & Associates and P.S.Subramania Iyer & Co., have been appointed as Internal Auditors for the financial year 2025-26.

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, 2025.

Mr.K.Suryanarayanan, Cost Accountant, has been appointed as Cost Auditor for the financial year 2025-26 at an enhanced remuneration of 8.5 lakhs (previous year 7.5 lakhs). The remuneration is subject to ratification of members and hence is included in the Notice convening the Seventy-ninth Annual General Meeting of the Company.

The Secretarial Auditor's 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, 2025, issued by Smt.P.R.Sudha, Secretarial Auditor, is enclosed as Annexure ‘J'. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

In terms of Regulation 24A of SEBI (LODR) Regulations, 2015, the Board of Directors at its meeting held on 26^th April, 2025, subject to the approval of shareholders, appointed M/s.Makarand M. Joshi & Co., (Firm Registration No. P2009MH007000),

Company Secretaries, Mumbai, as Secretarial Auditor of the Company to hold office for a term of five consecutive years from the financial year 2025-26 and resolutions seeking approval of the shareholders for their appointment, including the terms, are included in the Notice convening the Seventy-ninth Annual General Meeting of the Company.

The Board of Directors places on record its appreciation of the valuable services rendered by Smt.P.R.Sudha during her tenure as Secretarial Auditor of the Company.

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

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.