Annual Report 2026

Date: 21.08.2026 BSE Limited Corporate Relationship Department 1st Floor, Near Trading Ring, Rotunda Building Phiroze Jeejeebhoy Towers Dalal Street, Fort MUMBAI - 400 001. Scrip Code: 511355 ISIN No. INE429D01017 Dear Sirs, Sub.: Annual General Meeting Ref. : Our letter dated 05.08.2026 This is to inform you that the 40th Annual General Meeting (AGM) of the Company will be held at 11.00 A.M. (IST) on Tuesday, the 15th September, 2026, through Video Conferencing (VC) / Other Audio Visual Means (OAVM). In pursuance of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), we enclose the following: 1. Annual Report for the year ended 31st March 2026; and 2. Notice convening the 40th Annual General Meeting of the Company. Thanking you, Yours faithfully, for INDIA CEMENTS CAPITAL LIMITED COMPANY SECRETARY 40th Annual Report 2026 CORPORATE INFORMATION Board of Directors Corporate Management Team Registered Office & Corporate Office : No. 18/14 (312/14) Gee Gee Emerald, Sri V. Manickam Sri K. Suresh No. 2C & 2D, 2nd Floor, Chairman President, CEO & CS Valluvar Kottam High Road, Nungambakkam, Chennai- 600 034. Sri V.M. Mohan Sri. S. Pranatharthiharan Branches : Smt. Lakshmi Aparna Sreekumar CFO Refer Page No. 137 Statutory Auditors Smt. Sandhya Rajan M/s. P.S.Subramania Iyer & Co. Chartered Accountants, Chennai. Bankers Registrar & Share Transfer Agent Axis Bank Limited Cameo Corporate Services Limited Internal Auditors Subramanian Building, HDFC Bank Limited M/s. Gopalaiyer and Subramanian 5th Floor, 1, Club House Road ICICI Bank Limited Chartered Accountants, Chennai – 600 002. Punjab National Bank Chennai. YES Bank Limited INDIA CEMENTS CAPITAL LIMITED Registered & Corporate Office: “ No. 18/14. (312/14) Gee Gee Emerald, No. 2C & 2D, 2nd Floor, Valluvar Kottam High Road, Nungambakkam, Chennai- 600 034”. CIN : L65191TN1985PLC012362 E-mail ID : secr@iccaps.com Website: www.iccaps.com Tel: 044 - 46065183 NOTICE TO MEMBERS NOTICE is hereby given that the 40th Annual General Meeting of the Members of India Cements Capital Limited will be held at 11.00 A.M [Indian Standard Time (IST)] on Tuesday, the 15th September, 2026 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 and Reports of Directors and Auditors thereon. 2. To receive, consider and adopt Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 and Report of Auditors thereon. 3. To consider and if thought fit, to pass the following resolutions as SPECIAL RESOLUTIONS "RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules made thereunder, the Articles of Association of the Company, Regulation 17(1A) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and such other approvals, permissions and sanctions as may be necessary, consent of the Members be and is hereby accorded for the reappointment of Sri V. Manickam (DIN: 00179715), who retires by rotation at the 40th Annual General Meeting and, being eligible, has offered himself for reappointment, as a Non- Executive Non-Independent Director of the Company, liable to retire by rotation, and for his continuation as a Non- Executive Non-Independent Director of the Company after attaining the age of 75 years on 1 April 2027, in terms of Regulation 17(1A) of the SEBI LODR Regulations. RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be considered necessary, proper or expedient to give effect to this Resolution.” SPECIAL BUSINESS: 4 To consider and, if thought fit, to pass the following resolutions as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder (including any amendments thereof for the time being in force), and applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended, other applicable laws and regulations, if any, Articles of Association of the Company and subject to such other approvals as may be required and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, the Company hereby accords its approval and consent for the reappointment of Sri. K.Suresh, as 'Manager' of the Company for a period from 01.10.2026 to 30.09.2027 at a consolidated remuneration of Rs.2,50,000/- per month and on the terms and conditions as set out in the Explanatory Statement attached to the Notice convening the 40th Annual General Meeting of the Company.” “RESOLVED FURHTER THAT in the event of loss or inadequacy of profits in any financial year during his term of office, the Company will pay aforesaid remuneration as minimum remuneration to Sri K.Suresh, 'Manager' which shall not exceed the ceiling laid down under Section 197 of the Companies Act, 2013 read with Schedule V to the Act or such other limit as may be prescribed by the Government, from time to time, subject to obtaining any other requisite approvals.” “RESOLVED FURHTER THAT Sri. K.Suresh shall, subject to the superintendence, control and direction of the Board of Directors, have the management of the whole or substantially the whole of the affairs of the Company and shall perform such duties and exercise such powers as have been or may from time to time be entrusted to or conferred upon him by the Board.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to the above resolutions.” NOTES: 1. Explanatory Statement is annexed to the Notice of the 40th Annual General Meeting of the Company as required by Section 102 of the Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India in respect of Items No. 3&4 . 2. Details pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Secretarial Standard on General Meetings (SS 2) issued by The Institute of Company Secretaries of India in respect of Director seeking reappointment at the Annual General Meeting are annexed hereto for item no. 3 of the Notice convening the 40th Annual General Meeting of the Company. 3. Pursuant to General Circular No 03/2025 dated 22nd September, 2025 respectively issued by The Ministry of Corporate Affairs, Government of India (“MCA”) companies are permitted to conduct the Annual General Meeting (AGM) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). Accordingly, the 40th Annual General Meeting of the members of the Company shall be conducted in virtual mode i.e., through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) (‘Virtual AGM’), as per the guidelines issued by the MCA. The deemed venue of this meeting shall be the Registered Office of the Company at “No. 18/14 (312/14) Gee Gee Emerald”, No. [Showing first 8,000 characters — download PDF for full document]