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26[th] August, 2025

BSE Limited National Stock Exchange of India Limited Sir Phiroze Jeejeebhoy Towers Exchange Plaza, 5[th] Floor, Plot No. C-1, Block G Dalal Street, Fort Bandra Kurla Complex, Bandra (East) Mumbai – 400001 Mumbai – 400051 Security code: 530005 Scrip code: INDIACEM

Dear Sir/Madam,

Sub: Notice of meeting of the equity shareholders of The India Cements Limited (“Company”) convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Chennai Bench (“Tribunal”)

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, enclosed herewith are copies of the Notice for convening the meeting of the equity shareholders together with the copy of the Scheme of Amalgamation of ICL Financial Services Limited and ICL International Limited and ICL Securities Limited and India Cements Infrastructures Limited with The India Cements Limited and their respective shareholders (“ Scheme ”), copy of the explanatory statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and accompanying documents, as directed by the Tribunal vide its order dated 7[th] August, 2025, for the meeting of the equity shareholders of the Company to be held for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Brief details of the meeting of equity shareholders of the Company are given as under:

Day of the meeting	Saturday
Date of the meeting	27thSeptember, 2025
Time of the meeting	10:00 a.m. (IST)
Mode of the meeting	In terms of the directions of the Hon’ble Tribunal, the meeting shall be conducted through Video Conferencing (“VC”) / other audio-visual means (“OAVM”)
Cut-off date for e-voting	Saturday, 20thSeptember, 2025
Remote e-voting start date and time	Wednesday, 24thSeptember, 2025, at 09.00 A.M. (IST)
Remote e-voting end date and time	Friday, 26thSeptember, 2025, at 05.00 P.M. (IST)

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The India Cements Limited

(A subsidiary of UltraTech Cement Limited) Corporate Office: Coromandel Towers, 93, Santhome High Road, Karpagam Avenue, R.A.Puram, Chennai 600 028 T: +91 44 2857 2100 / 2857 2400 | F: +91 44 2851 6270 | Grams: ‘INDCEMENT’ Registered Office: Dhun Building, 827, Anna Salai, Chennai - 600 002 Page T: +91 44 2852 1526 | W: www.indiacements.co.in | CIN: L26942TN1946PLC000931

Page 1 1 of 2 2 E: [email protected]

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The Notice of the equity shareholders along with accompanying documents is also being made available on the Company’s website viz ., www.indiacements.co.in.

Kindly take the same on record.

Thanking you,

Yours faithfully,

for THE INDIA CEMENTS LIMITED

Digitally signed by EKAMBARAM EKAMBARAM JAYASHREE JAYASHREE Date: 2025.08.26 17:19:21 +05'30' E.JAYASHREE COMPANY SECRETARY

Encl.: As above.

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The India Cements Limited

(A subsidiary of UltraTech Cement Limited)

Corporate Office: Coromandel Towers, 93, Santhome High Road, Karpagam Avenue, R.A.Puram, Chennai 600 028 T: +91 44 2857 2100 / 2857 2400 | F: +91 44 2851 6270 | Grams: ‘INDCEMENT’ Registered Office: Dhun Building, 827, Anna Salai, Chennai - 600 002

Page 2 2 of 2 2

T: +91 44 2852 1526 | W: www.indiacements.co.in | CIN: L26942TN1946PLC000931 E: [email protected]

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THE INDIA CEMENTS LIMITED

(A subsidiary of UltraTech Cement Limited)

NOTICE CONVENING MEETING OF THE

EQUITY SHAREHOLDERS

THE INDIA CEMENTS LIMITED

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THE INDIA CEMENTS LIMITED

(A subsidiary of UltraTech Cement Limited) Corporate Identity Number (CIN): L26942TN1946PLC000931 Registered Office: Dhun Building, No.827, Anna Salai Chennai 600002, Tamil Nadu, India Phone: +91 44 2852 1526 Email: [email protected] | Website: www.indiacements.co.in

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NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF

THE INDIA CEMENTS LIMITED PURSUANT TO ORDER DATED 7TH AUGUST 2025, OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH


MEETING DETAILS
Day	Saturday
Date	27th September 2025
Time	10.00 A.M.(IST)
Mode of Meeting	In terms of the directions of the Hon’ble National Company Law Tribunal, Chennai Bench, the meeting shall be conducted through video conferencing (“VC”) / other audio-visual means (“OAVM”)
Cut-off date for e-voting	Saturday, 20th September, 2025
Remote e-voting start date and time	Wednesday, 24th September, 2025 at 09.00 A.M. (IST)
Remote e-voting end date and time	Friday, 26th September, 2025 at 05.00 P.M. (IST)

Additionally, e-Voting facility during the meeting would also be available for those equity shareholders, who could not vote through remote e-voting. This facility would be available during the meeting and for 15 minutes from the conclusion of the meeting.

The contents of the Notice are indicated in the table given overleaf:

Sr. No.	Contents	Page Nos.
1.	Notice convening the meeting of equity shareholders of The India Cements Limited (“Notice”) pursuant to directions of the Hon’ble National Company Law Tribunal, Chennai Bench.	3
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”).	15
3.	Annexure I Scheme of Amalgamation of ICL Financial Services Limited (“Transferor Company 1”) and ICL International Limited (“Transferor Company 2”) and ICL Securities Limited (“Transferor Company 3”) and India Cements Infrastructures Limited (“Transferor Company 4”) (hereinafter collectively referred to as “Transferor Companies”) with The India Cements Limited (“Transferee Company” or “Company”) and their respective shareholders (“Scheme”)	46
4.	Annexure II Collectively Financial results along with auditor’s review report of the Company for the quarter ended 30thJune 2025, and the Audited Financial Statements along with the auditor’s report of the Transferor Companies, respectively, for the year ended 31stMarch 2025.	66
5.	Annexure III Collectively Report of the Board of Directors of the Company and the Transferor Companies, respectively, pursuant to Section 232(2)(c) of the Act.	211

The Notice of the Meeting, explanatory statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules (page nos.3 to 45) and Annexure I to Annexure III Collectively (page nos.46 to 221) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and Rule 6 and 7]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH

CA(CAA)/55/CHE/2025

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF ICL FINANCIAL SERVICES LIMITED AND ICL INTERNATIONAL LIMITED AND ICL SECURITIES LIMITED AND INDIA CEMENTS INFRASTRUCTURES LIMITED WITH THE INDIA CEMENTS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

The India Cements Limited , a ) Company incorporated under provisions ) of The Indian Companies Act, 1913, ) having Corporate Identity Number ) L26942TN1946PLC000931, and its ) registered office at Dhun Building, ) No.827, Anna Salai, Chennai – 600 002, ) Tamil Nadu, India. ) ) … Company/ Transferee Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS

To The Equity Shareholders of The India Cements Limited

NOTICE is hereby given that, in accordance with the Order dated 7[th] August, 2025 (“Tribunal Order”) in the abovementioned Company Scheme Application, passed by the Hon’ble National Company Law Tribunal, Chennai Bench (“Tribunal”), a meeting of the equity shareholders of the Company, will be held on Saturday, 27[th] September 2025 at 10.00 A.M. (IST) (“Meeting”) for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of ICL Financial Services Limited (“Transferor Company 1”) and ICL International Limited (“Transferor Company 2”) and ICL Securities Limited (“Transferor Company 3”) and India Cements Infrastructures Limited (“Transferor Company 4”) (hereinafter collectively referred to as “Transferor Companies”) with The India Cements Limited (“Transferee Company” or “Company”) and their respective shareholders (“Scheme”).
Pursuant to the said Tribunal Order and as directed therein, the Meeting will be held through video conferencing (“VC”) / other audio visual means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and other applicable laws to consider, and if thought fit, to pass, with or without modification(s), the following Resolution for approval of the Scheme by requisite majority as prescribed under Section 230(6) of the Act:

“ RESOLVED THAT pursuant to the provisions of Sections 230 and 232 of the Companies Act, 2013 (“ Act ”), the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable laws and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“Tribunal”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Amalgamation of ICL Financial Services Limited and ICL International Limited and ICL Securities Limited and India Cements Infrastructures Limited with The India Cements Limited and their respective shareholders (“Scheme”), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting (“remote e-voting”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of e-voting	Wednesday, 24th September, 2025 at 09.00 A.M. (IST)
End of e-voting	Friday, 26th September, 2025 at 05.00 P.M. (IST)

or (b) through e-voting system available at the Meeting to be held through VC/ OAVM (“evoting at the Meeting”) on 27.09.2025, if they have not cast their vote through remote e- voting.

It may be noted that a person whose name is recorded in the list of equity shareholders available with the Company as on the cut-off date, i.e., Saturday, 20th September 2025, only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the cutoff date, should treat the Notice for information purpose only.
A copy of the said proposed Scheme, Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) along with all annexures to such Statement are annexed hereto. A copy of this Notice and the accompanying documents are also available on the website of the Company www.indiacements.co.in; the website of National Securities Depository Limited (NSDL), being the agency appointed by the Company to provide remote e-voting and e- voting at the meeting and other facilities for convening of the Meeting viz. www.evoting.nsdl.com and those of the website of the Stock Exchanges i.e., BSE Limited (“BSE”) viz . www.bseindia.com and National Stock Exchange of India (“NSE”) viz . www.nseindia.com.
The Tribunal has appointed Mr. L.N. Gupta, IAS(R) and Former Member NCLT, to be the Chairperson of the above-said Meeting of the Equity Shareholders of the Company and Mr. Raymond Albyness F, to be the Scrutinizer for the said Meeting.
The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction process of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

(By Order of the Board)

for THE INDIA CEMENTS LIMITED

E.JAYASHREE COMPANY SECRETARY

Membership No. A14369

Chennai, Monday, 25[th] August 2025

Registered Office: Dhun. Building, No.827, Anna Salai Chennai 600002, Tamil Nadu, India CIN: L26942TN1946PLC000931 Website: www.indiacements.co.in E-mail: [email protected] Tel: 044-28521526

NOTES FOR THE MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC/OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

i. Pursuant to the Tribunal Order, the Meeting of the equity shareholders of the Company will be held through VC / OAVM to transact the business set out in the Notice. 30 Equity shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum, be in terms of the Tribunal Order.
ii. The proceedings of this Meeting shall be deemed to have been conducted at the Registered Office of the Company located at Dhun Building, No.827, Anna Salai, Chennai 600002, Tamil Nadu, India which shall be the deemed venue of the meeting. The route map for the meeting is therefore not attached.
iii. Since the Meeting is being held through VC / OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the Meeting. Hence, proxy forms and attendance slips are not annexed to this Notice. However, in pursuance of Section 113 of the Act, authorized representatives of institutional / corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC / OAVM facility and e-voting during the Meeting provided that such an equity shareholder sends a certified copy of their board or governing body resolution / authorization etc., authorizing its representative to attend the Meeting through VC / OAVM on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting, on its behalf. The said resolution / authorization shall be sent to [email protected] and a copy marked to [email protected] and [email protected] with the subject line “The India Cements Limited NCLT Convened Meeting” .
iv. The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mail to those equity shareholders whose email addresses are registered with the Company. The equity shareholders whose email addresses are not available with the Company are being sent the abovementioned notice through Registered Post. The equity shareholders whose email addresses are not available with the Company or who have not received notice convening the said Meeting can access / download the notice from the following website at www.indiacements.co.in.
v. National Securities Depository Limited (NSDL) will provide the facility for voting by the equity shareholders through remote e-voting, for participation in the Meeting through VC / OAVM and e-voting during the Meeting.
vi. The explanatory statement pursuant to Section 230 and Section 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules in respect of the business set out in the Notice of the Meeting is annexed hereto. A copy of this Notice and the accompanying documents are also available on the website of the Company viz. www.indiacements.co.in; the website of NSDL viz. www.evoting.nsdl.com and those of the website of the Stock Exchanges i.e., BSE viz. www.bseindia.com and NSE viz. www.nseindia.com.

vii. The Notice, Scheme, Explanatory Statement, all other documents accompanying the same and the documents referred to in paragraph 17 of the Explanatory Statement are available for inspection on the Company’s website at www.indiacements.co.in.
viii. If desired, equity shareholders may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard, along with the details of your shareholding in the Company, may be addressed to the Company Secretary at [email protected].
ix. The Notice convening the Meeting will be published through advertisement in Business Standard, all India edition in English and Dinamani, Tamil Nadu edition in the vernacular language, having circulation in Tamil Nadu.
x. The Scheme shall be considered approved by the Equity Shareholders of the Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the Equity Shareholders voting at the Meeting through VC / OAVM or by remote e-voting, in terms of the provisions of Sections 230 to 232 of the Act.
xi. In case of joint equity shareholders attending the Meeting, only such joint equity shareholder who is higher in the order of names will be entitled to vote at the Meeting.
xii. The voting rights of the equity shareholders shall be in proportion to their shareholding of the paid-up equity share capital of the Company as on Cut-off Date, i.e. Saturday, 20th September 2025.
xiii. A person whose name is recorded in the register of members maintained by the Registrar and Transfer Agent of the Company or in the list of beneficial owners maintained by the depositories as on the Cut-off Date only shall be entitled to avail the facility of remote e-voting as well as e-voting at the Meeting.

I THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING THE MEETING:

The procedure to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

B) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode:

In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09[th] December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeASuser can visit the e-Services website of NSDL viz. https:// eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the“Beneficial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2.	If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Type of shareholders		Login Method
	4.	Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.
Individual Shareholders holding securities in demat mode with CDSL.	1.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then useyour existingmyeasi username &password.
	2.	After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, links are provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Votingserviceproviders’ website directly.
	3.	If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	4.	Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants.		You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe Meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12

	c) For Members holding shares Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (ii) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account or last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting

system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] and [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at e-mail ID: [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), Aadhaar (self attested scanned copy of Aadhaar Card) by email to the Company at [email protected] or to the RTA at [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), Aadhaar (self attested scanned copy of Aadhaar Card) to the Company at [email protected] or to the RTA at [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e- Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated 09[th] December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
Shareholders who would like to express their views / have questions / seek any information during the meeting with regard to the item of business to be transacted at the Meeting may register themselves as a speaker by sending their request from their registered email ID in advance i.e., on or before 20[th] September 2025 mentioning their name, Demat Account Number (DP ID and Client ID) / Folio Number, email ID, PAN and mobile number to the Company at [email protected]. The shareholders who do not wish to speak during the meeting but have queries may send their queries in advance i.e., on or before 20[th] September 2025 mentioning their name, Demat Account Number (DP ID and Client ID) / Folio Number, email ID, mobile number and PAN at [email protected]. These queries will be replied to by the Company suitably.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time at the Meeting.

The Tribunal has appointed Mr. L.N. Gupta, to be the Chairperson of the said Meeting of the equity shareholders of the Company and Mr. Raymond Albyness F, to be the Scrutinizer for the said Meeting.

The procedure for e-voting during the meeting is same as the instructions mentioned above for remote e-voting since the meeting is being held through VC / OAVM. The e-voting window shall be activated upon instructions of the Chairperson of the meeting during the meeting. E- voting during the meeting is integrated with the VC / OAVM platform and no separate login is required for the same.

The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The results of the Meeting shall be announced by the Chairperson within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be forwarded to BSE and NSE and be displayed at the Registered Office of the Company and simultaneously uploaded on the Company’s website viz. www.indiacements.co.in and that of National Securities Depository Limited (NSDL) viz. www.evoting.nsdl.com.

Equity shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting, manner of casting vote through remote e-voting or e-voting at the Meeting.

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH

CA(CAA)/55/CHE/2025

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

The India Cements Limited , a ) Company incorporated under provisions ) of The Indian Companies Act, 1913, ) having Corporate Identity Number ) L26942TN1946PLC000931, and its ) Registered Office at Dhun Building, ) No.827, Anna Salai, Chennai – 600 002, ) Tamil Nadu, India. ) ) … Company/ Transferee Company

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF THE INDIA CEMENTS LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH (“TRIBUNAL”) DATED 7[th] AUGUST 2025 (“TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the meeting of equity shareholders of The India Cements Limited (“Company”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of ICL Financial Services Limited (“Transferor Company 1”) and ICL International Limited (“Transferor Company 2”) and ICL Securities Limited (“Transferor Company 3”) and India Cements Infrastructures Limited (“Transferor Company 4”) (hereinafter collectively referred to as “Transferor Companies”) with The India Cements Limited (“Transferee Company” or “Company”) and their respective shareholders (“Scheme”). The Scheme provides for the amalgamation of the Transferor Companies with the Transferee Company with effect from the Appointed Date (as defined in the Scheme) under the provisions of Sections 230 to 232 and other applicable provisions of the Act read with Section 2(1B) and other applicable provisions of the Income Tax Act (as defined in the Scheme) and various other matters consequential thereto or otherwise integrally connected therewith in the manner set out in this Scheme.

The detailed terms of the arrangement may be referred in the Scheme, appended as ‘Annexure I’.

2. DATE, TIME AND MODE OF MEETING

Pursuant to the Tribunal Order, the meeting of the equity shareholders of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through VC / OAVM on Saturday, 27[th] September 2025 at 10.00 A.M. (IST).

3. RATIONALE AND BENEFITS OF THE SCHEME

With the objective of simplifying the group structure, it is proposed to consolidate the assets and liabilities of the Transferor Companies with the Transferee Company, its holding company. The rationale and the benefits of the amalgamation of the Transferor Companies with the Transferee Company, are as follows:

(i) consolidation of the business, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Transferee Company;
(ii) the Transferee Company would have direct access to capital, thereby creating a unified larger entity with greater financial strength and flexibility;
(iii) pooling of knowledge and expertise;
(iv) to achieve optimal and efficient utilization of capital, enhance operational and management efficiencies;
(v) rationalisation and simplification of structure by reducing the number of legal entities; and
(vi) reduction in administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.

Accordingly, the Scheme is in the interest of the Parties involved and their respective stakeholders.

4. BACKGROUND OF THE COMPANIES:

A. Particulars of Transferor Company 1

ICL Financial Services Limited (“Transferor Company 1”) having Corporate Identity Number (CIN) U65991TN1993PLC026056 was incorporated on 20[th ] October 1993 under the provisions of the Indian Companies Act, 1956 in the state of Tamil Nadu as a public company limited by shares under the name and style of ‘ICL Financial Services Limited’. The registered office of the Transferor Company 1 is situated at Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu, India. Its permanent account number with the income tax department is AAACI2675N. The email address of the Transferor Company 1 is [email protected].
Main objects of Transferor Company 1 have been reproduced as below:

III. The Objects for which the Company is formed are:

A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1. To carry on the business of leasing, and to provide on lease all types of industrial and office plant and equipment, machinery, vehicles, house hold appliances, consumer durables, furniture, equipments and immovable assets and to promote, aid, help, encourage and develop leasing business and provide leasing advisory services to other entities, manufacturers, erectors, contractors and dealers in all types of industrial and office plant and equipment, machinery, vehicles, household appliances, consumer durables, furniture, equipments and immovable assets.

2. To undertake and carry on the business of instalment sales and any other forms of financing by deferred credit arrangements or business of hire purchase of all types of movable assets.

3. To render financial services including factoring, Bill marketing, bailing underwriting, merchant banking, making and arranging short-term and long-term loans and providing all types of financial advisory services. But the company shall not carry on the business of Banking within the meaning of Banking Regulation Act, 1949.

4. To carry on the business of an Investment Company whether in India or elsewhere and to invest the funds of the Company in purchasing or otherwise acquiring by original subscription, tender, purchase, exchange, underwriting or sub-underwriting or by participation in syndicate as consideration in kind or otherwise any shares, stocks, debentures, bonds and securities of any kind, and to hold and deal with the same including managing of investment pools, mutual funds, handle portfolio management and render services related to investment counselling, issues counselling and foreign exchange.

5. To carry on the business of dealers, members, badla financiers, sponsors, market makers, counter-agents, sharebrokers, Registrars and Custodians dealing on recognised Stock Exchanges or Over the Counter Exchange of India or the proposed National Stock Exchange and merchant bankers authorised by SEBI and to promote, participate and carry on the business of mutual funds and to set up asset management companies.

6. To float and investment company whether in India or elsewhere with the object of investing its funds in purchasing or otherwise acquiring by original subscription, tender, purchase, exchange, underwriting or sub-underwriting or by participation in syndicate as consideration in kind or otherwise any shares, stocks, debentures, bonds and securities of any kind, and to hold and deal with the same including managing of investment pools, mutual funds, handle portfolio management and render services related to investment counselling, issues counselling and foreign exchange.

7. To issue and manage credit cards both general and special purpose and to promote in general the business of credit cards with or without association with other leading credit card issuers like banks, financial institutions, companies and others, national and/or international.

8. To promote, organize, manage or deal with Unit Trusts, or mutual funds, and to hold, dispose of or deal with their shares and securities whether of fixed or variable return.

9. To undertake, aid or promote research in financial, fiscal, economic, commercial, agricultural, medical, industrial, mining, technical and scientific problems and matters.

10. To carry on all or any of the business and professions or providing services of all types including technical, administrative, marketing, secretarial and other office services and providing services of technicians, scientists, artists, administrators, salesmen, economists, accountants, tax experts, and or acting as recruitment agents, advertising agents, organisers of conferences, auctioneers, trustees, executors, administrators, attorneys, nominees, receivers and agents (and to exercise the power of custodians, trustees and trust corporations) and of technical, financial management, productivity, taxations, employment, investment, marketing, banking and economic problems and matters.

11. To carry on the business of financial services relating to building and engineering contractors, suppliers of building materials.

12. To act as consultants to other persons, firms or companies in all the above mentioned activities and to sell any movable or immovable property in furtherance of such activity.

13. To have tie up arrangements with reputed banker(s), financial institution(s) Indian or Foreign to carry out and further its objectives.

14. To provide bridge loans, term loans against issues to Companies, to provide promoter funding against security of shares and or other assets.

15. To float a subsidiary for trading in Stock Exchange(s) or Over the Counter Exchange of India or the proposed National Stock Exchange.”

During the last five years, there has been no change in the objects clause of Transferor Company 1.

Transferor Company 1 is, inter alia, engaged in the business of holding and making investments. Transferor Company 1 is a wholly owned subsidiary of the Transferee Company.
The share capital of Transferor Company 1 as on 30[th] June 2025, is as follows:

Particulars	INR
Authorised Share Capital
2,50,00,000 equity shares of INR 10 each	25,00,00,000
TOTAL	25,00,00,000
Issued Share Capital
59,71,000 equity shares of INR 10 each	5,97,10,000
Subscribed and paid-up share capital
59,62,000 equityshares of INR 10 each fully paid-up	5,96,20,000
TOTAL	5,96,20,000

The latest audited financial statements of the Transferor Company 1 along with auditor’s report as on 31[st] March 2025, are annexed hereto as Annexure II Collectively .
The details of promoters and directors of the Transferor Company 1 as on date of this Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Category	Address
		Promoter
1.	The India Cements Limited	Promoter	Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu,India.
		Directors
2.	Raj Narayanan Raghavan Eachambadi	Additional Director	1402, 14thFloor, Omega Luxuria, MTNL Marg, Aagar Bazar, Dadar West,Mumbai 400 028

Sr. No.	Name	Category	Address
3.	Niraj Maheshwari	Additional Director	A-603, Vastu Siddhi, Jijamata Road, Pump House, Andheri East, Mumbai-400093
4.	Mukesh B Agarwal	Additional Director	A-2002, Lakshachandi Heights, Gokuldham, Goregoan East, Mumbai - 400063

B. Particulars of Transferor Company 2

ICL International Limited (“Transferor Company 2”) having Corporate Identity Number (CIN) U51909TN1993PLC026057 was incorporated on 20[th] October 1993 under the provisions of the Indian Companies Act, 1956 in the state of Tamil Nadu as a public company limited by shares under the name and style of ‘ICL International Limited’. The registered office of the Transferor Company 2 is situated at Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu, India. Its permanent account number with the income tax department is AAACI2701F. The email address of the Transferor Company 2 is [email protected].
Main objects of Transferor Company 2 have been reproduced as below:
- “III. The Objects for which the Company is formed are:
A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1. To act as General Exporters/ lmporters/Traders and carry on business as an Export Trading House for the export/import/trading of all types of cement, portland, cement, aluminia cement, lime and limestone, kankar and/or by-products thereof and building materials of all kinds, any machinery, plant, equipment, article, commodity, chemicals including carbide, pharmaceuticals, agricultural products, textiles accessories, know-how, services, or any other item or items and to buy and sell such items within the country.

2. To carry on the business as exporter/importer/ trader of all kinds of castings, forgings, forming or shaping and moulding of ferrous and non-ferrous materials and other materials of all description including shell castings, steel mouldings, malleables and SG castings/nodular iron castings, grey castings, heat and wear resistant castings, lining, special alloy composition for automotive applications, manganese steel castings and other assembly parts, components, equipments, accessories, auxiliaries, iron ore and steel and others of the kind for all service and manufacturing industries including rail ways, roadways, airways and waterways, automotive and automobile sector, power sector, cement sector, air conditioning and refrigeration sector, agriculture and farm equipment sector, heavy earth moving machinery sector, electric and electronic sector, metallurgical sector and other engineering goods and machine tool sector industries and to buy and sell such items within the country.

3. To carry on business as exporter and importer, Agent, distributor and trader of petrochemicals including LPG, Kerosene, LSHS, coal, lignite, all types of footwear, footwear components, shoe uppers and all types of leather products, all types of minerals, granites all types of containers, mushrooms, potat flakes, shrimps and agricultural

products of every description, textiles, textile fabrics, garments of all types, granite, silica quartz, marble, and all other types of minerals, seafood, dry food, processed food and all other types of food items including tea, coffee, cardamom, cocoa, chocolates and food beverages, tobacco, cigars, consumer durables, furniture, wood, timber, electro-medical equipments, testing equipments, electronic equipments, electrical equipments, electric and electronic appliances, all types of weighing equipments and systems including inmotion weighing systems, disposables and consumables used in hospitals/nursing homes/research laboratories, circuits in all forms, computer software and hardware, data processing equipment, printed circuit boards, telecommunication and data communication equipments, apparatus and other related products, all types of poly vinyl chloride, poly vinyl dichloride and related products, plastics, pharmaceutical products, all kinds of chemicals and related products and accessories and substances forming part of or used in connection with the foregoing and to buy and sell such items within the country.

4. To act as buying or selling agents, indenting agents, clearing forwarding and shipping agents or other types of agents of any body corporate, association, firm or persons and perform all and singular the several duties, services and offices which the said agents can do and perform and to enter into any agreement or agreements for any of the purposes aforesaid.

5. To establish, participate in formation, manage, supervise, or control of business operations of export oriented projects of every kind and import substitution projects of every kind in India and abroad. However, the company shall not act as a managing agent or manager of any company in India.

6. To buy, sell, import, export, process, use, lease, deal, and trade in plant and machinery, apparatus, additives, and all materials and general merchandise in connection with any of the above mentioned businesses.

7. To carry on the business of hotel, restaurant, cafe, tavern, refreshment rooms and lodgehouse keepers, motels, autocourts, holiday camps and apartment house-keepers, health clubs, amusement, recreation, sport, entertainment, night clubs, swimming pools and other connected business.

8. To purchase, construct, participate, invest in, take on lease or otherwise acquire equipment, manage hotels, restaurant, refreshment rooms, etc.

9. To establish and run travel agency and render services to tourists, including promotion of tourism, by organising and conducting cultural trips, sight seeing tours and such other activities to attract and help tourists and to organise or engage in Public Transport with the use of Lorries, buses, vans, cars and other vehicles.

10. To issue and manage credit cards both general and special purpose and to promote in general the business of credit cards with or without association with other leading credit card issuers like banks, financial institutions, companies and others national and/or international.

11. To acquire and take over the whole or part of the business, property, goodwill and liabilities of any person, firm or company carrying on or about lo carry on any business which this Company is authorised to carry on or possessed of any property or rights suitable for the purpose of this Company.

12. To carry on business as household and office furnishers, upholsterers, interior decorators and dealers in and hirers, dealers in and hirers, repairers, cleaners, starers and warehousers of furniture, carpets, linoleum and other floor coverings, household utensils, china and glass goods, fillings, curtains and other home and office furnishings and household and office requisites of all kinds and all things capable of being used therewith or in the maintenance, repair or manufacture thereof.

13. To carry on the trades or business of manufacturers and delaers in Calcium and other Carbides and allied electrochemicals, Formic acids, Creosote, Acetic Acid, Carbons, brushers, Caustic Soda, bleaching powder, emery paper, sand paper, Calundum, Carborundum, and to do all other acts and things for the utilisation, conversion and sale of the by-products, and accessories of all kinds therefrom and to construct, maintain and alter any chemical and industrial plants, buildings or works necessary or convenient for the purposes of the company.

14. To carry on business as auctioneers, house agents, land and estate agents, appraisers, valuers, brokers, commission agents and to purchase or otherwise acquire and to sell, let or otherwise dispose of and deal in real and personal property of every description.

15. To carry on the business as printers, engravers, publishers, book sellers and book binders.

16. To carry on the business of dealers in fiberglass, textiles, nylon, rayon and materials of all descriptions with these of any or all above.

17. To carry on the business of iron and steel and other metals founders, mechanical engineers and tool makers, metal workers, machinists, iron and steel converters, metallurgists and to buy, sell manufacture, repair, convert, alter, let on hire, and deal in machinery implements, rolling stock and metal and hardware of all kinds and to undertake and execute any contracts or other works involving supply or use of any machinery or any tools and to carry out any ancillary or other works comprised therein.

18. To run or acquire boarding and lodging houses, hotels and motels and to engage in such business and running of restaurants and cafeterias and undertaking of contracts for catering services.

19. To act as consultants to other persons, firms or companies in all the above mentioned activities and to sell any movable or immovable property in furtherance of such activity.

20. To trade in any or all the raw materials and components involved in the above activities either in whole-sale or retail and either in India or abroad.

21. To carry on in India or elsewhere any other business connected with still photography, video films, cinematographic film production, purchase, distribution, exhibition, selling and in particular to arrange, procure, give on hire or loan, for consideration or otherwise, technical know-how and the services of skilled and unskilled personnel for any services.

22. To carry on in India or elsewhere, with the approval of concerned authority, the business of running departmental stores dealing with all kinds of goods, things, articles, products and other things as may seem expedient to legally deal with.

23. To carry on the business of hire-purchase financing of automobile cars, vans, trucks, lorries, buses and two-wheelers.

24. To carry on in India or elsewhere, the business of manufacturing, preparing, processing repairing, reconditioning assembling, dismantling, importing, exporting, buying, selling, distributing, marketing, supplying, storing, stocking, maintaining and otherwise handling of domestic appliances, instruments, gadgets and equipments, including electrical, mechanical, and electronic, and of components, accessories, spare-parts and fittings connected with these appliances, instruments, gadgets and equipments.

25. To do the business, in India or abroad, of manufacturing, processing, mining, importing exporting, dismantling, buying, selling and dealing in all varieties of organic and inorganic chemicals, fertilizers, alkalies and acids.

26. To carry on business as printers, binders, paper converters, printing ink manufacturers, and manufacturers of and dealers in printers requisites.

27. To carry on the business of spray-painting, tinkering, electroplating, smelting, and tin-plate manufacturing.

28. To carry on the business of automobile engineers and consultants, buying and selling and acting as commission agents in buying and selling of all types of automobile vehicles, tyres and tubes and franchise-holders for retreading tyres.

29. To carry on the business of manufacturers of rubber and plastic articles, industrial as well as domestic, and components made of rubber, plastic, bakelite, propylene, P.V.C and other synthetics and polymers

30. To carry on the business of air-conditioning and refrigeration engineers and consultants.

31. To carry on the business of manufacturing, repairing, assembling and dealing in all types of bicycles and tricycles and their accessories and components.

32. To engage in the business of manufacturing, assembling, repairing or dealing in all types of watches, clocks, lining devices, locks and catches and of any components or spare parts thereof.

33. To do the business of civil engineering, construction and structural contractors and architects for residential commercial and factory buildings and structures, and sanitary and electrical contractors.

34. To cultivate Tea, coffee, cinchona, rubber, teak, tamrind, cashew and other produce, and to carry on the business of tea planters, in all its branches, to carry on and work the business or cultivators, winners, and buyers of every kind of vegetable, mineral or other produce of the soil, to prepare, manufacture and render marketable any such produce either in its prepared, manufactured or raw state and either by wholesale or retail.

35. To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.

36. To carry on the business as bakers, confectioners and manufacturers of and dealers in bread, flour, biscuits, pastry and farinaceous compounds and materials of every description.

37. To manufacture buy, sell, improve, treat, preserve, fine, aerate, mineralise, bottle and otherwise deal in mineral and aerated waters, food beverages and other liquids of every description.

38. To carry on the business of manufacturing, repacking, wholesale and retail chemists and of manufacturers and refiners of and dealers (whether by wholesale or retail) of all kinds of drugs, chemicals, gases, acids, salts, alkalies, antibiotics, pharmaceuticals, medical and chemical preparations, articles and compounds (whether of animal, vegetable or mineral origin) dyes, cosmetics, paints, pigments, oils, varnishes, resins, synthetic and man-made materials, garments, outfittings and fabrics of whatsoever nature.

39. To carry on the business of manufacturers, producers and / or dealers in all kinds of games and toys, fancy goods, handicrafts, antiques, ivory goods, paintings, curios and novelties and goods of similar nature.

40. To manufacture and/or deal in perfumes, toilet requisites, cosmetics and other allied products.

41. To establish and carry on in India and/or abroad the business of developing, designing, manufacturing, processing, assembling, providing and installing computer hardware, software, communication network(s), information technology, internet connectivity, software solution and management consultancy, education and imparting training, project(s), electronic commerce, hosting web-sites, on-site development, offshore development and other products and/ or services of allied nature and obtaining licence(s), permission(s), sanction(s) from Governmental and other appropriate authorities/ agency(ies) and buying, selling, importing, exporting, marketing, wholesaling, retailing, preparing for the marketing or otherwise dealing in such products and services and to provide such other information/ services to the users anywhere in the world and to act as consultants, advisors, facilitators and agents and to negotiate contract(s) for the supply of required information technology products and/ or services.

42. To establish and carry on in India and/or abroad the business of acting as service provider especially to overseas companies dealing in sophisticated marine equipment and to manufacture, produce, process, convert, assemble, fabricate, prepare, manipulate, import, export, buy, sell, supply and to act as agent, indentor, franchiser, distributor, consignor, stockist, developer, broker, job worker, consultant or otherwise to deal in all types of machineries, electronic components, devices, systems, instruments, equipments, appliances, parts, fittings, accessories, chips, circuits, relays, connectors, coils, diodes, electrodes, valves, condensers, transformers, speakers, resistance etc. used in all types of industrial, domestic, automobile, defence, railways, airways, waterways, information technology, software development, medical, entertainment and other allied fields and to do all other acts and things necessary for the attainment of the forgoing objects.

43. To establish, maintain, operate and carry on the business of survey and dredging industry, oceanography, hydrographic, cartography, topography, positioning in High seas, oceans and in all inland water ways, roadways, railways, airways and to acquire, develop, process, convert, prepare, technical information, knowledge, process engineering for formulation and operating data plan, layouts and blue print useful for design, erection and operation and to do the business of civil engineers, surveyors, construction and structural contractors, architects and to acquire any grant, licences, permissions and sanctions from Governmental and other appropriate authorities/ agency(ies) for carrying out the aforesaid business activities.”

During the last five years, there has been no change in the objects clause of Transferor Company 2.

Transferor Company 2 is, inter alia, engaged in the business of logistics and retail trading. The Transferor Company 2 is a wholly owned subsidiary of the Transferee Company.
The share capital of Transferor Company 2 as on 30[th] June 2025, is as follows:

Particulars	INR
Authorised Share Capital
25,00,000 equityshares of INR 10 each	2,50,00,000
TOTAL	2,50,00,000
Issued Share Capital
59,000 equityshares of INR 10 each	5,90,000
Subscribed andpaid-up share capital
50,000 equityshares of INR 10 each fully paid-up	5,00,000
TOTAL	5,00,000

The latest audited financial statements of the Transferor Company 2 along with auditor’s report as on 31[st] March 2025, are annexed hereto as Annexure II Collectively .

The details of promoters and directors of the Transferor Company 2 as on date of this Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Category	Address
		Promoter
1.	The India Cements Limited	Promoter	Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu,India.
		Directors
2.	Raj Narayanan Raghavan Eachambadi	Additional Director	1402, 14thFloor, Omega Luxuria, MTNL Marg, Aagar Bazar, Dadar West, Mumbai 400 028
3.	Niraj Maheshwari	Additional Director	A-603, Vastu Siddhi, Jijamata Road, Pump House, Andheri East,Mumbai - 400093
4.	Mukesh B Agarwal	Additional Director	A-2002, Lakshachandi Heights, Gokuldham, Goregoan East, Mumbai-400063

C. Particulars of Transferor Company 3

ICL Securities Limited (“Transferor Company 3”) having Corporate Identity Number (CIN) U65993TN1994PLC029713 was incorporated on 30[th ] December 1994 under the provisions of the Indian Companies Act, 1956 in the state of Tamil Nadu as a public company limited by shares under the name and style of ‘ICL Securities Limited’. The registered office of the Transferor Company 3 is situated at Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu, India. Its permanent account number with the income tax department is AAACI2674P. The email address of Transferor Company 3 is [email protected].
Main objects of Transferor Company 3 have been reproduced as below:

“III. The Objects for which the Company is formed are:

(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1. To carry on the business of an Investment Company whether in India or elsewhere and to invest the funds of the Company in purchasing or otherwise acquiring by original subscription, tender, purchase, exchange, underwriting, or sub-underwriting or by participating in syndicate as consideration in kind or otherwise any shares, stocks, debentures, bonds and securities of any kind, and to hold and deal with the same.

2. To manage investment pools, handle portfolio management and render services related to investment counselling, issue counselling, Forex broking and other consultancy services and to handle/underwrite issue of shares, stocks, securities, bonds and other negotiable instruments and securities.

3. To accept, buy, sell, discount and deal in all kinds of promissory notes, bills of exchanges, hundies, cheques, shares, debentures, bonds, stocks, securities, coupons and any other financial instrument.

4. To act as dealers, members, sponsors, market makers, counter-agents, share brokers, registrars and custodians dealing on recognized stock or Over The Counter Exchange of India (OTCEI) or the National Stock Exchange and merchant bankers authorised by Securities and Exchange Board of India (SEBI) and to promote, participate and carry on the business of mutual funds.

5. To carry on business of brokers, merchant bankers, adviser, portfolio managers, asset managers, co-managers, registrars, project consultants, market surveyors.”

During the last five years, there has been no change in the objects clause of Transferor Company 3.

Transferor Company 3 is, inter alia, engaged in the business of holding and making investments. Transferor Company 3 is a wholly owned subsidiary of the Transferee Company.
The share capital of Transferor Company 3 as on 30[th] June 2025, is as follows:

Particulars	INR
Authorised Share Capital
2,50,00,000 equity shares of INR 10 each	25,00,00,000
TOTAL	25,00,00,000
Issued Share Capital
61,39,200 equity shares of INR 10 each	6,13,92,000
Subscribed and paid-up share capital
61,30,200 equityshares of INR 10 each fully paid-up	6,13,02,000
TOTAL	6,13,02,000

The latest audited financial statements of the Transferor Company 3 along with auditor’s report as on 31[st] March 2025, are annexed hereto as Annexure II Collectively .
The details of promoters and directors of the Transferor Company 3 as on date of this Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Category	Address
		Promoter
1.	The India Cements Limited	Promoter	Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu,India.
		Directors
2.	Raj Narayanan Raghavan Eachambadi	Additional Director	1402, 14thFloor, Omega Luxuria, MTNL Marg, Aagar Bazar, Dadar West,Mumbai 400 028
3.	Niraj Maheshwari	Additional Director	A-603, Vastu Siddhi, Jijamata Road, Pump House, Andheri East, Mumbai-400093
4.	Mukesh B Agarwal	Additional Director	A-2002, Lakshachandi Heights, Gokuldham, Goregoan East, Mumbai-400063

D. Particulars of Transferor Company 4

India Cements Infrastructures Limited (“Transferor Company 4”) having Corporate Identity Number (CIN) U74999TN2013PLC089487 was incorporated on 31[st] January 2013, under the provisions of the Indian Companies Act, 1956 in the state of Tamil Nadu as a public company limited by shares under the name and style of ‘India Cements Infrastructures Limited’. The registered office of the Transferor Company 4 is situated at Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu, India. Its permanent account number with the income tax department is AADCI1800J. The email address of Transferor Company 4 is [email protected].
Main objects of Transferor Company 4 have been reproduced as below:
“III. The objects for which the Company is established are:
A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1. To carry on in India or elsewhere, the business to explore, search, survey, examine, locate, acquire, own, undertake, promote, convert, lay, level, develop, design, improve, upgrade, establish, construct, build, decorate, furnish, erect, install, assemble, equip, fabricate, maintain, repair, run, test, inspect, operate, protect, distribute, supply or otherwise deal, provide, participate, relocate, modify, dismantle, pull down, reconstruct, grind, grout, dig, mine, excavate, drill, pour, renovate, modernize, remodel, build, demolish, rebuild, finish and manage all types of constructions and developmental works and activities in all its branches including roads, highways, express-ways, subways, byepasses, flyovers, harbours, pier, docks, jetties, dredging, ports, dams, bridges, culverts, water tanks, reservoirs, canals, irrigation works, water treatment plants, aqueducts, desalination plants, sewage treatment plants, distribution and filtration systems, drainage and sewerage works, sanitary works, wharfs, warehouses, hubs, factories, buildings, structures, foundation works, Inland Container Depot (ICD) and Central Freight Stations (CFS), airports, runways, tramways, rail, metro rail, mono rail, tram and bus system, rail and bus terminals and stations, mass rapid transit system, light rail transit system, rail and road overbridges, tunnels, pillars, towers, viaducts, ropeways, gas, thermal, hydro, nuclear, solar, wind power, tidal power stations and power generation through conventional, non-conventional and renewable energy sources including construction, generation, operation and maintenance, renovation and modernization of power stations and all types of power projects, power supply works, other hydro projects, rock drilling, drilling oil wells both on-shore and off-shore, oil fields, gas wells and gas fields, laying of undersea, underground, overhead and over land cables and pipelines, hydraulic units, special economic zones, free trade zones, export promotion parks, software technology parks, information technology parks, electronic hardware parks, biotechnology parks, logistics parks, other industrial parks and projects and integrated business cities, car parks, public utilities, stadiums, trade fairs, exhibition centers, hotels, motels, resorts, food courts and parks, shopping malls, multiplexes, theatres, service apartments, hospitals, office and housing complexes, cini complexes, educational institutions, places of worship, dharmashalas, condominiums, colonies, housing projects, real estate and property development projects, industrial plants, landscaping and/or

similar activities and collection of toll and annuity, either directly and/or through Special Purpose Vehicle(s) and/or under ownership, build, operate, lease, rent, finance and subsequently transfer, assign, mortgage, pledge, lien the above facilities including on Build Operate and Transfer (BOT), Build Own Operate and Transfer (BOOT), Build Own Lease and Transfer (BOLT) basis and also as promoter, joint venture partner, contractor, sub-contractor, Engineering Procurement Contractor, developer, operator, turnkey contractor, investor, coordinator and manager and for the aforesaid purposes acquire, purchase, own, develop, produce, provide, participate, import, export, cut to size, handover, market, sell, supply, trade, transport, transmit, distribute or otherwise to deal in all sorts of lands, buildings, building materials, goods, plants, machineries, equipments, accessories, parts, tools, fittings, articles, materials and facilities of whatsoever nature.

2. To carry on the business of construction of all types of civil, piling, foundation, structural, mechanical, electrical, erection and commissioning of projects, execution of projects on turnkey basis including installation of equipments of industrial, commercial, domestic and other nature either directly or through special purpose vehicles and to act as developers, builders, consultants, civil engineers, civil contractors architects, structural engineers, surveyors, designers, town planners, colonizers of estates, farm lands and residential buildings, estimators, interior and exterior decorators for general, governmental and / or non-governmental agencies, institutions, entities and bodies.

3. To carry on the business of generating, transmitting, supplying, selling of power from conventional, non-conventional and renewable energy sources like Thermal, Hydel, Gas, Wind, Ocean, Solar, Geo Thermal, Biomass, Diesel, Furnace oil, Liquid Naphtha or by any other methods, by promoting, owning, acquiring, erecting, constructing, establishing, altering, maintaining, improving, developing, managing, carrying on, controlling, taking on hire/lease, operating the Power Plants and wind farms, co-generation power plants, energy conservation projects, power houses, Hydro Power Projects, Thermal Power Projects, transmission and distribution system for generation, distribution and supply of power or by any other means and to accumulate, generate, purchase, distribute, supply, sell, electricity and other power (subject to and in accordance with law) for the purpose of light, heat, motive power and for all other purposes for which electric and other energy can be employed.

4. To carry on in India or elsewhere the business of all kinds of telecommunication networks and services by designing, developing, fabricating, building, manufacturing, assembling, buying, selling and/or otherwise dealing in all kinds of telecommunication equipments, machineries and apparatus including telephone instruments, intercoms, accessories and components thereof, radio paging, domestic satellite service, network of trunking and electronic data interchange services, exchanges, power line protective relay systems, wave traps, measuring and testing instruments, wire group selectors and inter digital multi line connectors, power line carriers, radio communication equipment, communication equipment systems and towers, signaling and control equipment, radar and satellite communication equipments, digital telemetering control systems and all components, accessories, spare parts, kits and subassemblies in respect thereof.

5. To carry on in India or elsewhere the business of establishing software and hardware development centers and to carry on the business of information technology, software consultancy in infrastructure and other sectors and to act as Internet service providers, web hosting, web sites design, e-mail services, e-commerce and such other businesses including setting, running, managing internet networks, undertaking network related works.

6. To carry on the business of engaging in, developing, maintaining, constructing and operating any other facility that may be identified in future as infrastructure facility either

by the State Governments and/or the Government of India or any other appropriate authority or body.”

During the last five years, there has been no change in the objects clause of Transferor Company 4.

Transferor Company 4 is, inter alia, engaged in the business of real estate and property development. Transferor Company 4 is a wholly owned subsidiary of the Transferee Company.
The share capital of the Transferor Company 4 as on 30[th] June 2025, is as follows:

Particulars	INR
Authorised Share Capital
50,000 equity shares of INR 10 each	5,00,000
TOTAL	5,00,000
Issued, Subscribed and Paid-Up Share Capital
50,000 equity shares of INR 10 each fully paid-up	5,00,000
TOTAL	5,00,000

The latest audited financial statements of the Transferor Company 4 along with auditor’s report as on 31[st] March 2025, are annexed hereto as Annexure II Collectively .
The details of promoters and directors of the Transferor Company 4 as on date of this Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Category	Address
		Promoter
1.	The India Cements Limited	Promoter	Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu,India.
		Directors
1.	Sivaguru Natham Duraiswamy	Director	89, ICL Home Town, Behind Shree Ramachandra Medical College, Thiruverkadu, Noombal, Ayappakkam, Chennai 600 077.
2.	Raj Narayanan Raghavan Eachambadi	Additional Director	1402, 14thFloor, Omega Luxuria, MTNL Marg, Aagar Bazar, Dadar West, Mumbai 400 028
3.	Niraj Maheshwari	Additional Director	A-603, Vastu Siddhi, Jijamata Road, Pump House, Andheri East,Mumbai - 400093
4.	Mukesh B Agarwal	Additional Director	A-2002, Lakshachandi Heights, Gokuldham, Goregoan East, Mumbai-400063

E. Particulars of the Company

The India Cements Limited (“Transferee Company” or “Company”) having Corporate Identity Number (CIN) L26942TN1946PLC000931 was originally incorporated on 21[st] February 1946, under the provisions of The Indian Companies Act, 1913 in the state of Tamil Nadu under the name ‘The India Cements Limited”’. The equity shares of the Company are listed on BSE and NSE. The global depositary shares of the Company are listed on Luxembourg Stock Exchange. The registered office of the Company is situated at Dhun Building, No.827, Anna Salai, Chennai – 600 002, Tamil Nadu, India. Its permanent account number with the income tax department is AAACT1728P. The email address of the Company is [email protected] and website is www.indiacements.co.in.
Main objects of the Company have been reproduced as below:
- “ III. The objects for which the Company is established are the following:-

1. To produce, manufacture, purchase, refine, prepare, process, import, export, sell and generally to deal in cement, portland cement, alumina cement, lime and limestone, kankar and/or by-products thereof and building materials generally and in connection therewith to acquire, erect, construct, establish, operate and maintain cement factories, limestone quarries, workshops and other works.

2. To purchase, take on lease, or otherwise acquire the undertaking, business and property or any part thereof of any company or companies carrying on business as manufacturers of cement in India or elsewhere, or any other business which the Company is entitled to carry on.

3. To produce, manufacture, process, treat, purchase, sell or otherwise deal with either as Principles or Agents either solely or in partnership with others, cement, alumina cement, lime, plaster of Paris, and other building materials of all kinds, chemicals of all kinds including acids, alkalies and salts, manures, fertilizers, dyes, caustic soda, soda ash, sulphur, magnesite, dry' ice, catechu, celotex, asbestos, building boards to be used in ceiling, floor or walls, made from any fibrous materials such as bagasse, bamboo, wood, paper, jute, hemp, fire clay and fire bricks, flooring tiles, roofing materials, etc.

4. To carry on all or any of the business of manufacturers and sellers of and dealers and workers in cement of all kinds, concrete, asbestos, gypsum, coal, jute, hewsian cloth, gunny bags, paper bags, lime, plasters, whiting, clay, bauxite, soapstone, ochres, paints, fixing materials, gravel, sand, bricks, tiles, pipes, pottery, earthen ware, artificial stone, and manufacturer’s, builders’, and dyers’ requisites and conveniences of all kinds.

5. To carry on the business of miners, metallurgists, builders, contractors, engineers, merchants, importers and exporters, and to buy, sell and deal in, properties of all kinds.

6. To search for, get, work, make merchantable, sell and deal in iron, coal, ironstone, limestone, manganese, zinc, aluminium, tin, copper, silver, gold, cobalt, mica, nickel, clay, fireclay, and other metals, minerals and substances and to buy, sell, manufacture and deal in minerals and mineral products, plant and machinery capable of being used in connection with mining or metallurgical operations or required by workmen and others employed by the Company.

7. To carry on investigations to discover places where cement can be profitably made, or where materials for any manufacturing work the Company is entitled to carry on can be obtained and to obtain prospecting or research work in that behalf.

8. To work mines or quarries and to prospect for, search for, find, win, get, work, crush, smelt, manufacture or otherwise deal with, limestone, chalk, clay, ores, metals, minerals, oils, precious and other stones and deposits or products and generally to carry on the business of mining in all its branches.

9. To acquire by concession, grant, purchase, barter, lease, licence or otherwise either absolutely or conditionally and either solely or jointly with others, any lands, buildings, mines, minerals, potteries, pottery works, easements, way leaves, privileges, rights, licences, powers and concessions, and in particular, any water rights or concessions for the purpose of obtaining motive power, and any machinery, plant, utensils, goods, trade-marks and other movable and immovable property of any description which the Company may think necessary or convenient for purposes of its business or which may seem to the Company capable of being turned to account.

10. To search for ores and minerals, mine and grant licences for mining in or over any lands which may be acquired or held by the Company, and to lease out any such lands for building or other use.

11. To use, cultivate, work, manage, improve, carry on, develop and turn to account the undertaking, lands, mines, rights, privileges, property and assets of any kind of the Company of any part thereof.

12. To carry on the business of water-works Company in all its branches, and to sink wells and shafts and to make, build and construct, lay down and maintain dams, reservoirs, water-works, cisterns, culverts, filter-beds, mines and other pipes and appliances, and to execute and do all other acts and things necessary or convenient for obtaining, storing, selling, delivering, measuring, distributing and dealing in water.

13. To carry on business as manufacturers of chemicals and manures, distillers, dye makers, gasmakers, smelters, metallurgists and chemical engineers, and carriers by land, air and sea, wharfingers, ware-housemen, barge owners, planters, farmers, brick-makers, potters, timber merchants, saw mill proprietors and timber growers, and to buy, sell, grow, prepare for the market, manipulate, import, export and deal in articles of all kinds in the manufacture of which timber or wood is used, and to buy, clear, plant, and work timber estates.

14. To acquire, be interested in, construct, maintain, carry out, improve work, alter, control and manage any tramways, railways, steam-boats, roads, bridges, tunnels, water-works, waterrights, canals, irrigation works, gas works, coal mines, electric works, reservoirs,' watercourses, furnaces stamping works, smelting works, factories, warehouses and other works and conveniences which the Company may think conducive to any of its objects or which may seem calculated directly or indirectly to promote the Company’s interests and to contribute to and take part in the constructing, maintaining, carrying on, improving, working, controlling and managing of any such works or conveniences.

15. To carry on the business of an electricity producing and distributing company to manufacture bulbs, wires, cables, dynamos, motors, fans, stoves, batteries, refrigerators, cells and all other electrical goods, to carry on all sorts of electric installation work including installation of telephones, radios, etc.

16. To acquire, develop, and turn to account any land, in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, finishing, fitting up and improving buildings and by planting, paving, drawing, fanning, cultivating, letting on building lease or building agreements and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

17. To transact and carry on all kinds of Agency business.

18.To carry on in India or elsewhere, the business to explore, search, survey, examine, locate, acquire, own, undertake, promote, convert, lay, level, develop, design, improve, establish, construct, build, decorate, furnish, erect, install, assemble, equip, fabricate, maintain, repair, run, test inspect, operate, protect, distribute, supply or otherwise deal, provide, participate, relocate, modify, dismantle, pull down, reconstruct, grind, grout, dig, mine, excavate, drill, pour, renovate, modernize, remodel, build, demolish, rebuild, finish and manage all types of construction and development works / activities in all its branches including roads, highways, expressways, subways, bypasses, flyovers, harbours, pier, docks, jetties, ports, dams, bridges, culverts, water tanks, reservoirs, canals, irrigation works, water treatment plants, aqueducts, desalination plants, distribution and filtration systems, drainage and sewerage works, sanitary works, wharfs, warehouses, hubs, factories, buildings, structures, foundation works, Inland Container Depots (ICD) and Central Freight Stations (CFS), airports, runways,. tramways, rail, metro/mono rail/tram/bus system, rail/tram/bus terminals and stations, mass rapid transit system, light rail transit system, gas, thermal, hydro, nuclear, solar, wind power, tidal power stations and power generation through non-conventional/ renewable energy sources including construction, generation, operation and maintenance, renovation and modernization of power stations and all types of power projects, power supply works, other hydro projects, rock drilling, drilling oil wells both onshore and a offshore, laying of undersea, underground, overhead and overland cables and- pipelines, hydraulic units, special economic zones, free trade zones, exports promotion. parks, software technology parks, information technology parks, electronic hardware parks, bio-technology parks, logistics parks, other industrial parks and projects and integrated business cities, stadiums, hotels, motels, resorts food courts, shopping malls, multiplexes, theatres, service apartments, hospitals, office/housing complexes, cini complexes, educational institutions, places of worship, dhannashalas, condominiums, colonies, housing projects, real estates and property development, landscaping and/or similar works/activities under ownership, build, operate, lease, rent, finance and subsequently transfer, assign,^ mortgage, pledge, lien of the above facilities including Build Operate and Transfer (BOT), Build Own Operate and Transfer (BOOT), Build Own Lease and Transfer (BOLT) basis and collection of toll and also as promoter, contractor, sub-contractor, developer, operator, turnkey contractor, investor, coordinator and manager; and for the aforesaid purposes, acquire, purchase, own, develop, produce, provide, participate, import, export, cut to size, handover, market, sell, supply, trade, transport, transmit, distribute or otherwise to deal in all sorts of land, buildings, building materials, goods, plants, machineries, equipment, accessories, parts, tools, fittings, articles, materials and facilities of whatsoever nature.

* (A new sub-clause 18 inserted and earlier sub-clause 18(a) to 18(aa) renumbered as 23(a) to 23(aa) pursuant to special resolution passed by the shareholders through Postal Ballot on 22.08.2011).

**19.(a) To engage in coastal and international shipping in India or in any part of the world, to purchase, charger, hire, acquire, steam and other ships or Vessels, trawlers, drifters and tugs together with all the requisite equipment and to employ the same in conveyance of merchandise of all kinds, passengers and mails in any part of the world and to undertake and carry on all do any of the trades and business of shippers, ship owners, ship repairers, ship brokers, agents and carriers .

(b)To enter into contracts for the carriage of goods and cargo of any kind.

(c)To undertake and carry on all or any of the trades and business of shippers, shipping agents and insurance brokers, underwriters, ship managers, loading brokers, freight contractors, stevedores, salvours, ship repairers, and dealers in rope, tarbaulins, water proofs, machinery engines, nautical instruments and ships rigging, gear fittings and equipment of every description, importers and exporters of and dealers in goods, provisions, live and dead stock, commodities, articles, chattels, merchandise general traders and merchants and generally to carry on the said business in all their branches and to carry on the said business either as principals or agents or on commission relating to shipping business.

**20 (a) To carry on the business of dealers in and refiners of oils and chemicals and their products, by-products and derivatives.

(b) To carry on the business of refining, blending processing, storing, transporting, supplying, selling and distributing petroleum and other oils and chemicals and any products, by-products and derivatives thereof.

**21.To act as consultants, technical, financial, commercial, personnel, managerial, marketing, mining, purchasing, quality control, operational projects, and in furtherance and pursuance of which to accept appointment and act as consultants and/or in any manner of form whatsoever, either in advisory or any other capacity, either by itself solely or in conjunction with other units, so as to render consultancy services either directly or otherwise in India or abroad.

**22.To undertake, carryout, promote and sponsor any programme of rural development intended for the betterment of the people living in rural areas and improving their moral economic and social status and to incur any expenditure in the execution and promotion of such programme including the publication of literature magazine, books and leaflets, organising seminars, granting of scholarships and awards and such other assistance and to transfer without consideration or at a concessional rate as the Directors may decide or diverting the ownership of any property of the Company in favour of any public body institution or trust recognised or approved by Central or State Government or Authority authorised in that behalf of established under any law for the time being in force engaged in such programmes.

**(Amended pursuant to a Special resolution passed at the 36[th] Annual General Meeting of the Company held on 27-9-82 and sanctioned by the Company Law Board, Madras, by their order dated 28-5-1984.)

23.To do or perform all or any of the following operations, acts or things:-

(a)Generally to carry on in any place or places any other trade or business, whether manufacturing or otherwise, subsidiary or auxiliary to, or which may seem to the Company capable of being conveniently carried on in connection with any of the Company’s objects or calculated to enhance the value of or render profitable any of the Company’s property or rights and to establish and maintain any agencies in any part of the world for the conduct of the business of the Company, or for the sale of any materials or things for the time being at the disposal of the Company for sale, and to advertise and adopt means of making known or promoting the use of all or any of the manufacturers, products or goods of the Company or any articles or goods traded or dealt in by the Company, in any way that may be thought advisable, including the posting of bills in relation thereto, and the issue of circulars, books, pamphlets and price-lists, and the conducting of competitions, exhibitions and the giving of prizes, rewards and donations.

(b)To apply for, purchase or by any other means, acquire, and protect, prolong and renew, any patents, patent rights, brevets, invention, licences, protections and concessions which may appear likely to be advantageous or useful to the Company, and to use and turn account, and to manufacturer under or grant licences or privileges in respect of the same and to spend money in experimenting upon and testing and in improving or seeking to improve any patents, inventions or right which the Company may acquire or propose to acquire.

(c)To enter into partnership or into any arrangements for sharing profits, union of interests, cooperation, joint adventure, reciprocal concession or otherwise with any person, firm or company carrying on or engaged in, or about to carry on or engage in, any business or transaction which this Company is authorised to carry on or engage in, or any business undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the Company; and to lend money to guarantee the contracts of or otherwise assist any such person, firm or company, and to take or otherwise acquire and hold shares or securities of any such person, firm or company and to sell, hold, re-issue, with or without guarantee, or otherwise deal with the same.

(d)To enter into any arrangements with any Governments or States or authorities, Municipal, local, or otherwise, that may seem conducive to the Company’s objects, or any of them, and to obtain from any such Government or State or authority, any rights, privileges and concessions which the Company may think it desirable to obtain, and to carry out, exercise, and comply with any such arrangements, rights, privileges, and concessions.

(e)To undertake and carry on any business transaction, or operation commonly undertaken or carried on by promoters of companies, concessionaries, contractors for public and other works, or merchants.

(f)To be interested in, promote, and undertake the formation and establishment of such institutions, businesses, pools, combines, syndicates - Industrial trading or manufacturing - as may be considered to be conducive to the profit and interest of the Company and to acquire, promote, and/or subsidize interests in any industry or undertaking and to carry on any other business (industrial, trading, manufacturing, or other) which may seem to the Company capable of being conveniently carried on in connection with any of the objects of the Company or otherwise calculated, directly or indirectly, to render any of the Company’s properties or rights for the time being profitable.

(g)To purchase or otherwise acquire and undertake the whole or any part of the business, property, rights and liabilities of any person, firm or company, carrying on any business which this Company, is authorised to carry on, or possessed of property or rights suitable for any of the purposes of the Company, and to purchase, acquire, apply for, hold, sell and deal in shares, stock, debentures or debenture stock of any such persons, firm, or company to conduct, make or carry into effect any arrangement in regard to the winding-up of the business, of any such person, firm or company.

(h)To amalgamate with any company or companies having objects altogether or in part similar to those of this Company.

(i)To promote and form, and to be interested in, and take, to apply for, acquire, hold and dispose of shares in any other company having objects similar altogether or in part to those of this Company or carrying on any business capable of being conducted so as directly or indirectly to benefit the Company and to subsidise or assist any such company financially or otherwise by issuing or subscribing for or guaranteeing the subscription and issue of shares, stock, debentures, debenture stock or other securities of such company.

(j)To pay for any properties, rights or privileges acquired by the Company, in shares or debentures of this company, or partly in shares or debentures and partly in cash, or otherwise, and to give shares or stock or debentures of this Company in exchange for shares or stock or debentures of any other Company.

(k)To pay all the costs, charges and expenses of and incidental to the promotion and formation, registration and establishment of the Company, and the issue of its capital including any underwriting or other commissions, broker’s fee, and charges in connection therewith.

(l)To remunerate or make donations to (by cash or other assets, or by the allotment of fully or partly paid shares, or by a call or option on shares, debentures, debenture stock or securities of this or any other company, or in any other manner) whether out of the Company’s Capital, Profits or otherwise any person or persons for services rendered or to be rendered in introducing any property of business to the Company, or placing or assisting to place or guaranteeing the subscription of any shares, debentures, debenture stock, or other securities of the Company, or for any other reason which the Company may think proper.

(m)To procure the registration or other recognition of the Company in any country, State or place, and to establish and regulate agencies for the purpose of the Company’s business. (n)To apply, or join in applying to and obtain from any Parliament or Legislative Authority, Government, Local, Municipal or other Authority or Body, British Colonial or Foreign, or with any Rajahs, Zamindars, Landholders or other persons, for any Acts of Parliament, or other Acts of Legislature, laws, decrees, concessions, orders, rights or privileges or authority that may seem conducive to the company’s objects, or any of them or may seem expedient, to obtain any provisional order or Act of Parliament for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient and to oppose any proceedings or applications or legislation or grant or withdrawal of any rights, privileges or concessions or any imposition or alteration or cancellation of any taxes or duties or tariffs which may seem calculated, directly or indirectly to prejudice the Company’s interests.

(o)To open and keep a register or registers in any country, State, territory, or Dominion wherever it may be deemed advisable to do so and to allocate any number of the shares in the Company to such register or registers.

(p)To undertake and execute any trusts the undertaking whereof may seem desirable, either gratuitously or otherwise.

(q)To draw, make, issue, accept and to endorse, discount and negotiate promissory notes, hundies, bills of exchange, bills of lading, delivery orders, warrants, warehouse keeper’s certificates, and other negotiable or commercial or mercantile instruments connected with the business of the Company.

(r)To invest, apply for and acquire, or otherwise employ moneys belonging to or entrusted to the Company upon securities and shares or without security, upon such terms as may be thought proper, and from time to time to vary such transactions in such manner as the Company may think fit.

(s)To lend, or deposit moneys belonging to or entrusted to or at the disposal, of the Company to such person or company and in particular to customers and others having dealings with the Company with or without security, upon such terms as may be thought proper and to guarantee the performance of contracts by such person or Company.

(t)To make advances upon or for the purchase of materials, goods, machinery, stores and other articles required for the purpose of the Company.

(u)To borrow or raise money with or without security or to receive money on deposit at interest, or otherwise in such manner as the Company may think fit and in particular, by the issue of debenture or debenture stock perpetual or otherwise including debentures or debenture stock convertible into shares of this or any other company and in security of any such money so borrowed, raised or received, to mortgage, pledge, or charge the whole or any part of the property, assets or revenue of the Company, present or future, including its uncalled capital, and to purchase, redeem or pay off any such securities.

(v)To sell and in any other manner deal with or dispose of the undertaking or property of the Company, or any part thereof, for such consideration as the Company may think fit, and in particular for shares, debentures and other securities of any other company having objects altogether or in part similar to those of the Company, and to promote any other company or companies for the purpose of its or their acquiring all or any of the property, rights or liabilities of this Company.

(w)To improve, manage, work, develop, exchange, lease, mortgage, turn to account, abandon or otherwise deal with all or any part of the property, rights and concessions, of the Company.

***(x) To provide for the welfare of employees or ex-employees of the Company or its predecessors in business and the wives, widows and families or the dependents or

connections of such person by building or contributing to the building of houses, dwellings or chawls, or by grants of money, pensions, allowances, bonus, payments towards insurance or other payment; or by creating and from time to time subscribing or contributing to, aiding or supporting provident and other associations, institutions, funds, or trusts, or conveniences, and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Company shall think fit; and to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or objects or for any exhibition, or for any public general or useful objects, to any political party or for any political purpose to any individual or body corporate.

*** (Amended pursuant to a special resolution passed at the 15[th] Annual General Meeting of the Company held on 4-9-1961 and sanctioned by Court by order dated 10-8-1962). (y) To place to reserve or to distribute as dividend or bonus among the members otherwise to apply, as the Company may from time to time think fit any moneys received by way of premium on shares or debentures issued at a premium by the Company, and any moneys received in respect of dividends accrued on forfeited shares, and moneys arising from the sale by the Company of forfeited shares or from unclaimed dividends.

(z) To distribute any of the property of the Company amongst the members in specie or kind.

(aa) To do all or any of the above things and all such other things as are incidental or may be thought conducive to the attainment of the above objects or any of them on any part of the world, and as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, or otherwise and either alone or in conjunction with others, and so that the word ‘company’ in this Memorandum when applied otherwise than to this Company shall be deemed to include any authority, partnership or other body of persons, whether incorporated or not and whether domiciled in India or elsewhere.”

During the last five years, there has been no change in the objects clause of the Company.

The Company is, inter alia, engaged in the business of manufacturing and sale of cement and cement related products.
The share capital of the Company as on 30[th] June 2025, is as follows:

The share capital of the Company as on 30thJune 2025, is as follows:
Particulars	INR
Authorised Share Capital
52,98,08,600Equity Shares of INR 10 each	529,80,86,000
75,00,000Redeemable CumulativePreference Shares of INR 100 each	75,00,00,000
815,00,000 Redeemable Non-Cumulative Preference Shares of INR 100 each	815,00,00,000
TOTAL	1419,80,86,000
Issued Share Capital
30,98,97,267 Equity Shares of INR 10 each	309,89,72,670
Subscribed share capital
30,98,97,201 EquityShares of INR 10 each	309,89,72,010
Paid up share capital
30,98,96,036 EquityShares of INR 10 each fully paid-up	309,89,60,360
1,165 EquityShares of INR 10 eachpartly paid-up	9,431
Fractional EquityShares	8,730
TOTAL	309,89,78,521

The latest financial results of the Company along with auditor’s limited review report as on 30[th] June 2025, are annexed hereto as Annexure II Collectively .
The details of promoters and directors of the Company as on the date of the Notice along with their addresses are mentioned below:

Sr. No.	Name	Category	Address
		Promoter
1.	The Ultratech Cement Limited	Promoter	B-Wing Ahura Centre 2nd Floor Mahakali Caves Road Andheri East, Mumbai, Maharashtra, India,400093
Directors
1.	Kailash Chandra Jhanwar	Director	B-1402, 64, Greens, JN Off Tagore Road and Green Street, Next to Podar School, Santacruz West, Mumbai 400 054
2.	Vivek Agrawal	Director	2101, Glen Ridge, Hiranandani Gardens, Powai IIT, Mumbai 400 076
3.	Raj Narayanan Raghavan Eachambadi	Director	1402, 14thFloor, Omega Luxuria, MTNL Marg, Aagar Bazar, Dadar West, Mumbai 400 028
4.	Ashok Ramchandran	Director	601, 6th Floor, Simran Apartment, 15thRoad, Khar West, Mumbai 400 052
5.	Alka Marezban Bharucha	Director	7-E, Harbour Heights, A, N.A.Sawant Marg, Colaba, Mumbai 400 005
6.	Sukanya Kripalu	Director	1703, 17thFloor, Vivarea Tower, B-1,Sane Guruji Marg, Hindustan Spinning and Wire Compound, Mahalaxmi, Mumbai 400 011
7.	Vikas Balia	Director	MUKAN, 9, Nehru Park, Jodhpur, Rajasthan 342 003
8.	Manickam Vengaiyagounder	Director	A7G, Asta AVM, AVM Salai, 38, Arcot Road, Vadapalani, Chennai 600 026
9.	Krishnan Skandan	Director	Door No.9, Shresta Kanakadhara Apartment, Old No.2, Krishnaswamy Avenue, Mylapore, Chennai 600 004
10.	Viswanatha Gowd Yerur	Nominee Director	A 305, Abhigna Misty Woods, 35thMain Road, 6thPhase, JP Nagar,Bengaluru 560 078

5. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are inter-alia, as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme:

(i) The Scheme provides for the amalgamation of the Transferor Companies with the Transferee Company with effect from the Appointed Date under the provisions of Sections 230 to 232 and other applicable provisions of the Act read with Section 2(1B) and other applicable provisions of the Income Tax Act and various other matters consequential thereto or otherwise integrally connected therewith in the manner set out in this Scheme.
(ii) The Appointed Date of the Scheme is the opening business hours of 1[st] January, 2025, or such other date as may be approved by the Boards of the Parties.
(iii) The Effective Date of the Scheme is the day on which all conditions precedent set forth in Clause 16 (Conditions Precedent) of the Scheme are complied with or otherwise duly waived.
(iv) The Scheme as may be approved or directed by the Tribunal, shall become effective from the Appointed Date but shall be operative from the Effective Date.
(v) Since the Transferor Companies are wholly owned subsidiaries of the Transferee Company, upon amalgamation of the Transferor Companies with the Transferee Company, no consideration shall be issued by the Transferee Company.
(vi) 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.

Note: The above details are the salient features of the Scheme. The equity shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Transferor Companies are wholly owned subsidiaries of the Company.

7. BOARD APPROVALS

i. The Board of Directors of the Transferor Company 1 at its Board Meeting held on 25[th] April 2025, unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour/ against/ did not participate or vote
Raj Narayanan Raghavan Eachambadi	in favour
NirajMaheshwari	in favour
Mukesh B Agarwal	in favour

ii. The Board of Directors of the Transferor Company 2 at its Board Meeting held on 25[th] April 2025, unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Raj Narayanan Raghavan Eachambadi	in favour
Niraj Maheshwari	in favour
Mukesh B Agarwal	in favour

iii. The Board of Directors of the Transferor Company 3 at its Board Meeting held on 25th April 2025, unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Raj Narayanan Raghavan Eachambadi	in favour
Niraj Maheshwari	in favour
Mukesh B Agarwal	in favour

iv. The Board of Directors of the Transferor Company 4 at its Board Meeting held on 25th April 2025, unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Sivaguru Natham Duraiswamy	Leave of absence was granted
Raj Narayanan Raghavan Eachambadi	in favour
NirajMaheshwari	in favour
Mukesh B Agarwal	in favour

v. The Board of Directors of the Company at its Board Meeting held on 26th April 2025, unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Kailash Chandra Jhanwar	in favour
Vivek Agrawal	in favour
Raj Narayanan Raghavan Eachambadi	in favour
Ashok Ramchandran	in favour
Alka Marezban Bharucha	in favour
Sukanya Kripalu	in favour
VikasBalia	in favour
Manickam Vengaiyagounder	in favour
KrishnanSkandan	in favour
Viswanatha Gowd Yerur	in favour
Sanjay Shantilal Patel	Leave ofabsencewas granted

8. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Company and the Transferor Companies and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Company, if any.

9. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

i. Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders:

The effect of the Scheme on the shareholders, key managerial personnel, promoters and non-promoter shareholders the Company and the Transferor Companies adopted by the respective Board of Directors of the Company and the Transferor Companies at their meeting held on 26[th] April 2025 and 25[th] April 2025, respectively, pursuant to the provisions of Section 232(2)(c) of the Act are annexed hereto as Annexure III Collectively .

ii.

Directors

The Scheme will have no effect on the office of existing directors of the Company. Pursuant to the Scheme, the Transferor Companies will be dissolved without winding up. Therefore, the office of the existing Directors will cease on dissolution of the Transferor Companies. Further, there are no KMPs in the concerned Transferor Companies.

It is clarified that the composition of the Board of Directors of the Company and the Transferor Companies may change by appointments, retirements or resignations in accordance with the provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Memorandum and Articles of Association of the Company and the Transferor Companies, as may be applicable but the Scheme itself does not affect the office of the directors of the Company and the Transferor Companies.

iii. Employees

Pursuant to the Scheme, all employees of the Transferor Companies shall become employees of the Company, without any interruption in service, on terms and conditions no less favourable than those on which they are engaged by the respective Transferor Companies. Further, employees of the Company will continue to be employees of the Transferee Company on the same terms and conditions, as before.

iv. Creditors

The creditors of the Company will continue to be creditors of the Company, on the same terms and conditions, post the Scheme becoming effective. Further, all creditors of the Transferor Companies will become creditors of the Company, on the same terms and conditions as were applicable to the Transferor Companies, post the Scheme becoming effective.

v. Debenture holders

The Company, and Transferor Companies except Transferor Company 2 have not issued any debentures and accordingly have not appointed any debenture trustee(s).

Further, the debenture holders of the Transferor Company shall stand cancelled upon this Scheme becoming effective.

vi. Depositors and Deposit Trustees

The Company and the Transferor Companies have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

10. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Company and the Transferor Companies.

11. AMOUNTS DUE TO UNSECURED CREDITORS

i. The amount due to unsecured creditors by the respective companies, as on 30[th] June 2025 is as follows:

Sr. No.	Particulars	Amount in INR Lakhs
1.	Transferor Company1	13.39
2.	TransferorCompany2	3789.21
3.	Transferor Company 3	13.39
4.	TransferorCompany4	8909.85
5.	Company	94961.35

ii. The Scheme embodies the arrangement between the Company and the Transferor Companies, and its shareholders. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Company and the Transferor Companies.

12. DEBT RESTRUCTURING

There is no debt restructuring envisaged in the Scheme, and therefore the requirement to disclose details of debt restructuring is not applicable.

13. VALUATION REPORT

The Transferor Companies are wholly owned subsidiaries of the Transferee Company. Hence, upon amalgamation of the Transferor Companies with the Transferee Company, no consideration shall be issued by the Transferee Company. Hence, there is no requirement for the Company to obtain a valuation report.

14. SHAREHOLDING PATTERN

A. The pre/post-arrangement shareholding pattern of the parties to the Scheme:

i. Transferor Company 1

The pre- merger shareholding pattern of the Transferor Company 1 is as follows (based on shareholding data as on 30[th] June 2025.):

Description	No. of shares	% of holding
Promoter	5962000*	100
Public	-	-
Custodian(GDR)	-	-
Total	5962000	100
No. of shareholders	8

Includes 7 nominee shareholders holding 900 equity share of INR 10 each on behalf of the Company

Post-arrangement, Transferor Company 1 will be dissolved without winding up.

ii.

Transferor Company 2

The pre- merger shareholding pattern of the Transferor Company 2 is as follows (based on shareholding data as on 30[th] June 2025.):

Description	No. of shares	% of holding
Promoter	50000*	100
Public	-	-
Custodian(GDR)	-	-
Total	50000	100
No. of shareholders	8

* Includes 7 nominee shareholders holding 900 equity share of INR 10 each on behalf of the Company

Post-arrangement, Transferor Company 2 will be dissolved without winding up.

iii. Transferor Company 3

The pre- merger shareholding pattern of the Transferor Company 3 is as follows (based on shareholding data as on 30[th] June 2025.):

Description	No. of shares	% of holding
Promoter	6130200*	100
Public	-	-
Custodian (GDR)	-	-
Total	6130200	100
No. of shareholders	9

* Includes 8 nominee shareholders holding 900 equity share of INR 10 each on behalf of the Company

Post-arrangement, Transferor Company 3 will be dissolved without winding up.

iv. Transferor Company 4

The pre- merger shareholding pattern of the Transferor Company 4 is as follows (based on shareholding data as on 30[th] June 2025.):

Description	No. of shares	% of holding
Promoter	50000*	100
Public	-	-
Custodian (GDR)	-	-
Total	50000	100
No. of shareholders	8

* Includes 7 nominee shareholders holding 70 equity share of INR 10 each on behalf of the Company

Post-arrangement, Transferor Company 4 will be dissolved without winding up.

v. The Company

The pre- merger shareholding pattern of the Company is as follows (based on shareholding data as on 15[th] August 2025.):

Category of Shareholder	No. of equity shares	% of shareholding
Promoter	252529160	81.49
Resident Indians	23726673	7.66
Mutual Funds	9852072	3.18
Foreign Portfolio Investors	9387800	3.03
Insurance Companies	8325150	2.69
Bodies Corporates	2344639	0.76

Hindu Undivided Family Alternate Investment Fund Non-ResidentIndians Investor Education and Protection Fund Trusts Limited Liability Partnership Banks Custodian (Global Depository Shares (GDS)) ClearingMember Unclaimed Suspense Escrow Account Associate of Persons Total	1151923	0.37
	938079	0.30
	835201	0.27
	660782	0.21
	65240	0.02
	56333	0.02
	13407	0.00
	7818	0.00
	1806	0.00
	593	0.00
	525	0.00
	309897201	100.00

Post-arrangement, the shareholding pattern of the Company will remain the same since no new shares are being issued by the Company on account of merger.

B. Pre/post arrangement capital structure

The pre-arrangement capital structure of the Transferor Companies and the Company is given in paragraph 4(A)(4), 4(B)(4), 4(C)(4), 4(D)(4) and 4(E)(4) above.

i. The indicative post Scheme share capital structure of the Company will be as follows:

Particulars	INR
Authorised Share Capital
58,23,58,600Equity Shares of INR 10 each	582,35,86,000
75,00,000 Redeemable Cumulative Preference Shares of INR 100 each	75,00,00,000
815,00,000 Redeemable Non-Cumulative Preference Shares of INR 100 each	815,00,00,000
TOTAL	1472,35,86,000
Issued Share Capital
30,98,97,267 Equity Shares of INR 10 each	309,89,72,670
Subscribed share capital
30,98,97,201 Equity Shares of INR 10 each	309,89,72,010
Paid up share capital
30,98,96,036 Equity Shares of INR 10 each fully paid-up	309,89,60,360
1,165 Equity Shares of INR 10 each partly paid-up	9,431
Fractional Equity Shares	8,730
TOTAL	309,89,78,521

15. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The certificate dated 26[th ] April 2025, issued by Brahmayya & Co, Chartered Accountant (Firm Registration No. :000511S), Statutory Auditor of the Company, confirmed that the accounting treatment stated in the Scheme is in compliance with the accounting standards prescribed under Section 133 of the Act and other generally accepted accounting principles.

16. INTIMATIONS IN RELATION TO THE SCHEME

i. The Scheme envisages amalgamation of a wholly owned subsidiaries i.e. the Transferor Companies with its parent company i.e. the Company and therefore, in view of Regulation 37(6) of the Listing Regulations, seeking prior approval SEBI and Stock Exchanges is not required. Further, in compliance of Regulation 37(6) of the Listing Regulations, the Company on 4[th] July 2025 has filed the copy of the aforesaid Scheme and board resolutions of the Transferor Companies and the Company approving the Scheme, with the Stock Exchanges.
ii. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.
iii. All approvals as stated in clause 16 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme, will be obtained.

17. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investor section of the website of the Company at www.indiacements.co.in:

i. Copy of Tribunal Order;
ii. Memorandum and Articles of Association of the Company and the Transferor Companies;
iii. Audited financial statements of the Company and the Transferor Companies as on 31 March, 2025;

iv. Copy of the Scheme; and
v. Certificate of the Statutory Auditor of the Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the equity shareholders.

(By Order of the Board) for THE INDIA CEMENTS LIMITED

E.JAYASHREE COMPANY SECRETARY

Membership No. A14369 Chennai, Monday, 25[th] August 2025

Registered Office: Dhun Building, No.827, Anna Salai Chennai 600002, Tamil Nadu, India CIN: L26942TN1946PLC000931 Website: www.indiacements.co.in E-mail: [email protected] Tel: 044-28521526

ANNEXURE-I

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ANNEXURE-II

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2025 THE INDIA CEMENTS LIMITED Registered Office:"Dhun Building", 827, Anna Salai, Chennai 600 002. Corporate Office:Coromandel Towers, 93, Santhome High Road, Chennai 600 028. Website: www.indiacements.co.in Email ID: [email protected] CIN: L26942TN1946PLC000931	STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2025 THE INDIA CEMENTS LIMITED Registered Office:"Dhun Building", 827, Anna Salai, Chennai 600 002. Corporate Office:Coromandel Towers, 93, Santhome High Road, Chennai 600 028. Website: www.indiacements.co.in Email ID: [email protected] CIN: L26942TN1946PLC000931	STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2025 THE INDIA CEMENTS LIMITED Registered Office:"Dhun Building", 827, Anna Salai, Chennai 600 002. Corporate Office:Coromandel Towers, 93, Santhome High Road, Chennai 600 028. Website: www.indiacements.co.in Email ID: [email protected] CIN: L26942TN1946PLC000931	STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2025 THE INDIA CEMENTS LIMITED Registered Office:"Dhun Building", 827, Anna Salai, Chennai 600 002. Corporate Office:Coromandel Towers, 93, Santhome High Road, Chennai 600 028. Website: www.indiacements.co.in Email ID: [email protected] CIN: L26942TN1946PLC000931	STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2025 THE INDIA CEMENTS LIMITED Registered Office:"Dhun Building", 827, Anna Salai, Chennai 600 002. Corporate Office:Coromandel Towers, 93, Santhome High Road, Chennai 600 028. Website: www.indiacements.co.in Email ID: [email protected] CIN: L26942TN1946PLC000931	STANDALONE
					(Rs In Crores)
Sl.No.	Particulars	Quarter ended			Year Ended
		30-June-2025	31-Mar-2025	30-June-2024	31-Mar-2025
		Unaudited	Audited	Unaudited	Audited
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20	Revenue from Operations Other Income Total Income (1+2) Expenses (a) Cost of Materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, stock-in-trade and work in progress (d) Employee benefits expense (e) Finance costs (Net of Interest Recoveries) (f) Depreciation and Amortisation expense (g) Power and Fuel (h) Freight and Forwarding Expense (i) Other Expenses Total Expenses (4) Profit/(Loss) before exceptional Items and Tax (3-4) Exceptional Items (Credit) Profit/(Loss) before Tax (5-6) Tax Expense (1) Current Tax (2) Deferred Tax Profit/(Loss) for the period from continuing operations (7-8) Profit/(Loss) from discontinued operations Tax Expense of discontinued operations Profit / (Loss) from discontinued operations (after Tax) (10-11) Profit / (Loss) for the period (9+12) Other Comprehensive Income A.(i) Items that will not be reclassified to Profit / (Loss) (ii) Income tax relating to the Items that will not be reclassified to Profit / (Loss) B. (i) Items that will be reclassified to Profit / (Loss) (ii) Income tax relating to items that will be reclassified to Profit / (Loss) Total Other Comprehensive Income Total Comprehensive Income for the period (13+14) Paid up Equity Share Capital (Face Value Rs 10/-each) Other Equities (Reserves) Earnings per equity share (for continuing operations) Basic Diluted Earnings per equity share( for discontinued operations) Basic Diluted Earnings per equity share (for discontinued and continuing operations) Basic Diluted	1024.63 8.80 1033.44 219.34 - (61.35) 61.92 32.93 74.06 379.61 199.55 143.61 1049.68 (16.24) - (16.24) - (2.48) (13.76) - - - (13.76) 3.19 (0.80) - - 2.39 (11.36) 309.90 (0.37) (0.37) - - (0.37) (0.37)	1197.13 23.53 1220.66 252.42 1.06 (26.49) 67.40 47.60 74.86 475.37 243.35 183.53 1319.10 (98.44) 2.70 (101.14) - (25.47) (75.67) - - - (75.67) 2.59 (1.59) - - 1.00 (74.67) 309.90 (2.41) (2.41) - - (2.41) (2.41)	971.53 6.37 977.90 182.37 0.07 3.97 90.34 82.44 55.33 358.13 209.24 158.40 1140.29 (162.39) (240.68) 78.29 - 20.83 57.46 - - - 57.46 0.04 (0.01) - - 0.03 57.49 309.90 1.86 1.86 - - 1.86 1.86	4088.47 50.27 4138.74 832.12 3.01 23.55 302.36 276.65 239.43 1656.95 913.60 739.58 4987.25 (848.51) (54.13) (794.38) - (126.81) (667.57) - - - (667.57) 5379.49 (487.68) - - 4891.81 4224.24 309.90 9313.36 136.31 136.31 - - 136.31 136.31

Chennai

For The India Cements Limited

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July 19, 2025

K.C.JHANWAR DIRECTOR

Notes:

1.The above Financial Results have been reviewed by the Audit Committee and approved by the Board of Directors at the meetings held on 19[th] July 2025.

2.The Company is primarily engaged in manufacture and sale of cement and cement related products.

During the quarter under review,

i) the Company approved sale of its entire equity stake in its subsidiary, Industrial Chemicals & Monomers Ltd (ICML) for a total consideration of Rs.97.68 crores. Accordingly the Investment in ICML previously carried at a cost of Rs.0.36 crores has been classified as held for sale. The gain arising from the sale of the Investment will be recognized upon completion of the transaction and

ii) the step-down subsidiary of the Company, PT Adcoal Energindo. Indonesia, approved sale of its entire stake in PT Mitra SetiaTanah Bumbu, Indonesia, an Associate of the Company on 3[rd] July 2025. The impact, if any, on the carrying value of the investment in the foreign subsidiary will be assessed for impairment upon completion of the transaction..

Certain assets of the Company having an aggregate carrying value of Rs.120.34 Crores were attached by a statutory authority in 2015. The Company has already appealed against the Order of the said attachment and the matter is presently sub-judice. Backed by legal opinions, the company believes it has a strong case against the said Order. The Auditors have continued to draw an emphasis on this matter in their Report.
The Competition Commission of India (CCI) vide its Order dated 31.08.2016 imposed a penalty of Rs.187.48 Crores on the Company. The Company filed an appeal before COMPAT (Presently NCLAT). The COMPAT in its interim order directed the Company to pay 10% of the penalty amount (Rs 18.75 Crores) before granting stay which was deposited by the Company. NCLAT vide its order dated 25[th] July, 2018 dismissed the appeal filed by the Company. Against this the Company has filed an appeal in the Supreme Court challenging the NCLAT order and the Supreme Court vide its Order dated 5[th] October,2018 admitted the Company's appeal and directed that the interim order passed by the Tribunal in the matter, will continue. Backed by legal opinions, the company believes it has a strong case against the said Order. The Auditors have continued to draw an emphasis on this matter in their Report.
The Board in its meeting held on 26th April, 2025 approved amalgamation of the company's four wholly owned Indian Subsidiaries, viz, ICL Securities Ltd, ICL Financial services Ltd, ICL International Ltd and India Cements Infrastructures Ltd, with the company. The appointed date is 1st January, 2025. The above financial results do not include the impact of the contemplated amalgamation since the same is subject to regulatory approvals.

7.(i) The Statutory Auditors have carried out review of financial results for the quarter ended 30th June 2025.

(ii) The previous periods' figures have been regrouped to conform to Current period's required classification.

(iii) The Board authorized Mr.K.C.Jhanwar, Director to sign the financial results of the company.

For The India Cements Ltd Chennai K.C.Jhanwar July 19, 2025 Director

BRAHMAYYA & CO., Chartered Accountants 48, Masilamani Road Balaji Nagar, Royapettah, Chennai – 600 014

S. VISWANATHAN LLP., Chartered Accountants 17, Bishop Wallers Avenue (West) Mylapore, Chennai – 600 004

Independent Auditor’s Review Report on Unaudited Quarterly Standalone Financial Results of The India Cements Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(as amended)

Board of Directors of The India Cements Ltd

We have reviewed the accompanying statement of unaudited standalone financial results of The India Cements Ltd ('the Company') for the three months period ended 30[th] June 2025, (‘the Statement’).
The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('lnd AS 34'), prescribed under Section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and in compliance with regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (‘SRE’) 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review is limited primarily to inquiries of Company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with the applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

BRAHMAYYA & CO., Chartered Accountants 48, Masilamani Road Balaji Nagar, Royapettah, Chennai – 600 014

S. VISWANATHAN LLP., Chartered Accountants 17, Bishop Wallers Avenue (West) Mylapore, Chennai – 600 004

Without qualifying our review conclusion, we draw attention to
a. Note no. 4 to the Financial Results, regarding the order of attachment issued by the authorities through which certain assets of the company amounting to Rs.120.34 Crores have been attached vide provisional attachment Order dated 25th February 2015 which the company is disputing before legal forums. The company has been legally advised that it has strong grounds to defend its position and pending the outcome of the proceedings the impact if any is not ascertainable at this stage.
b. Note no. 5 of the financial results, relating to the order of the Competition Commission of India (CCI), concerning alleged contravention of the provisions of Competition Act, 2002 and imposing a penalty of Rs.187.48 Crores on the Company. On Company's appeal, National Company Law Appellate Tribunal (NCLAT), in its Order passed on 25th July, 2018, has reportedly upheld the CCI's Order. The company appealed against the order before Supreme Court and the Supreme Court vide its Order dated 05th October, 2018 admitted the Company’s appeal and directed that the interim order passed by the Tribunal in the matter, will continue. Pending the outcome, no provision is made in the financial results.

For Brahmayya & Co., Chartered Accountants Firm Regn No: 000511S

��

N. Sri Krishna Partner Membership No.026575 UDIN: 25026575BMLHJQ 5307

For S. Viswanathan LLP., Chartered Accountants Firm Regn No: 004770S/S200025

��

Chella K. Raghavendran Partner Membership No.208562 UDIN: 25208562BMLWHC861

Place: Chennai Date: 19[th] July 2025

Place: Coimbatore Date: 19[th] July 2025

CONSOLIDATED

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THE INDIA CEMENTS LIMITED Registered Office:"Dhun Building", 827, Anna Salai, Chennai 600 002. Corporate Office:Coromandel Towers, 93, Santhome High Road, Chennai 600 028. Website: www.indiacements.co.in Email ID: [email protected] CIN: L26942TN1946PLC000931

STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2025

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		(Rs In Crores)	(Rs In Crores)	(Rs In Crores)	(Rs In Crores)
Sl.No.	Particulars	Quarter ended			Year Ended
		30-Jun-25	31-Mar-2025	30-Jun-24	31-Mar-2025
		Unaudited	Audited	Unaudited	Audited
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23	Revenue from Operations Other Income Total Income (1+2) Expenses (a) Cost of Materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, stock-in-trade and work in progress (d) Employee benefits expense (e) Finance costs (Net of Interest Recoveries) (f) Depreciation and Amortisation expense (g) Power and Fuel (h) Freight and Forwarding Expense (i) Other Expenses Total Expenses (4) Profit/(Loss) before exceptional Items and Tax (3-4) Exceptional Items (Credit) Profit/(Loss) before Tax (5-6) Tax Expense (1) Current Tax (2) Deferred Tax Profit/(Loss) for the period from continuing operations (7-8) Profit/(Loss) from discontinued operations Tax Expense of discontinued operations Profit / (Loss) from discontinued operations (after Tax) (10-11) Profit / (Loss) for the period (9+12) Share Of Profit/(Loss) of associates Minority interest Net Profit / (Loss) after taxes, minority interest and share of Profit/(Loss) of associates (13+14+15) Other Comprehensive Income A. (i) Items that will not be reclassified to Profit / (Loss) (ii) Income tax relating to the Items that will not be reclassified to Profit / (Loss) B. (i) Items that will be reclassified to Profit / (Loss) (ii) Income tax relating to items that will be reclassified to Profit / (Loss) Total Other Comprehensive Income Total Comprehensive Income for the period (16+17) Paid up Equity Share Capital (Face Value Rs 10/-each) Other Equities (Reserves) Earnings per equity share (for continuing operations) Basic Diluted Earnings per equity share( for discontinued operations) Basic Diluted Earnings per equity share (for discontinued and continuing operations) Basic Diluted	1,024.74 9.11 1,033.85 219.34 - (61.23) 62.26 26.58 74.06 379.61 199.55 142.02 1,042.19 (8.33) 123.77 (132.11) 1.74 (2.48) (131.36) - - - (131.36) (1.54) - (132.90) 3.19 (0.80) - - 2.39 (130.50) 309.90 (4.21) (4.21) - - (4.21) (4.21)	1,197.30 26.31 1,223.61 252.42 1.06 (26.33) 88.69 38.06 74.85 475.37 243.30 165.79 1,313.20 (89.59) (90.11) 0.51 1.39 (25.47) 24.60 (3.12) 2.34 (5.46) 19.14 (1.12) (3.34) 14.68 2.61 (1.59) 0.11 - 1.14 15.82 309.90 0.69 0.69 (0.18) (0.18) 0.51 0.51	1,026.76 15.51 1,042.27 201.12 30.51 4.00 106.47 82.36 56.45 351.41 208.90 149.02 1,190.24 (147.97) (240.68) 92.71 0.55 20.83 71.33 - - - 71.33 (12.94) 0.08 58.47 0.05 (0.01) (0.68) - (0.64) 57.83 309.90 1.87 1.87 - - 1.87 1.87	4,148.78 208.53 4,357.31 832.12 50.26 24.15 376.24 266.00 239.44 1,656.95 912.58 678.71 5,036.44 (679.13) (507.80) (171.34) 68.32 (126.81) (112.84) (19.32) - (19.32) (132.16) (11.52) (0.00) (143.68) 5,379.49 (487.68) 0.49 - 4,892.31 4,748.63 309.90 9,884.23 153.85 153.85 (0.62) (0.62) 153.23 153.23

Chennai

July 19, 2025

For The India Cements Limited K.C JHANWAR DIRECTOR

Notes:

�� The above Financial Results have been reviewed by the Audit Committee and approved by the Board of Directors at the meetings held on 19[th] July 2025.

�� The Company is primarily engaged in manufacture and marketing of cement and cement related products.

�� During the quarter under review,

�� the Company approved sale of its entire equity stake in its subsidiary, Industrial Chemicals & Monomers Ltd (ICML). Accounts of ICML have been consolidated as held for sale and

�� the step-down subsidiary of the Company, PT Adcoal Energindo. Indonesia, approved sale of its entire stake in PT Mitra SetiaTanah Bumbu (MSTB), Indonesia, an Associate of the Company on 3[rd] July 2025..

�� Exceptional Items for the quarter include:

�� impairment, recognized on consolidation of Subsidiary, ICML, upon treating the asset as held for sale, amounting to Rs.47.53 crores reflects the difference between the carrying amount of the net assets of the subsidiary and its fair value less costs to sell and

�� impairment recognized in consolidation due to proposed sale of stake in MSTB, amounting to Rs.76 � 24 crores reflects the difference between the carrying amount of the net assets of the investment (including goodwill) and its fair value less costs to sell.

�� Certain assets of the Company having an aggregate carrying value of Rs.120.34 Crores were attached by a statutory authority in 2015. The Company has already appealed against the Order of the said attachment and the matter is presently sub-judice. Backed by legal opinions, the company believes it has a strong case against the said Order. The Auditors have continued to draw an emphasis on this matter in their Report

�� The Competition Commission of India (CCI) vide its Order dated 31.08.2016 imposed a penalty of Rs.187.48 Crores on the Company. The Company filed an appeal before COMPAT (Presently NCLAT). The COMPAT in its interim order directed the Company to pay 10% of the penalty amount (Rs 18.75 Crores) before granting stay which was deposited by the Company. NCLAT vide its order dated 25[th] July, 2018 dismissed the appeal filed by the Company. Against this the Company has filed an appeal in the Supreme Court challenging the NCLAT order and the Supreme Court vide its Order dated 5[th] October,2018 admitted the Company's appeal and directed that the interim order passed by the Tribunal in the matter, will continue. Backed by legal opinions, the company believes it has a strong case against the said Order. The Auditors have continued to draw an emphasis on this matter in their Report.

�� The Board in its meeting held on 26th April, 2025 approved amalgamation of the company's four wholly owned Indian Subsidiaries, viz, ICL Securities Ltd, ICL Financial services Ltd, ICL International Ltd and India Cements Infrastructures Ltd, with the company. The appointed date is 1st January, 2025. The above financial results do not include the impact of the contemplated amalgamation since the same is subject to regulatory approvals. 8.(i) The Statutory Auditors have carried out review of financial results for the quarter ended 30th June 2025.

(ii) The previous periods' figures have been regrouped to conform to Current period's required classification.

(iii) The Board authorized Mr.K.C.Jhanwar, Director to sign the financial results of the company

For The India Cements Ltd

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Chennai K.C.Jhanwar July 19, 2025 Director

BRAHMAYYA & CO., S. VISWANATHAN LLP., Chartered Accountants Chartered Accountants 48, Masilamani Road 17, Bishop Wallers Avenue (West) Balaji Nagar, Royapettah, Mylapore, Chennai – 600 014 Chennai – 600 004

Independent Auditor’s Review Report on Unaudited Quarterly Consolidated Financial Results of The India Cements Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(as amended)

Board of Directors of The India Cements Ltd

We have reviewed the accompanying statement of unaudited consolidated financial results of The India Cements Ltd ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its share of net profit/(loss) after tax and total comprehensive income/loss of associates for the quarter ended 30[th] June 2025 (‘the Statement’), being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended(‘Listing Regulations’).
This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('lnd AS 34'), prescribed under section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and in compliance with Regulation 33 of Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (‘SRE’) 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

The statement includes results of the following entities:

Subsidiaries:

Coromandel Electric Company Limited (up to 28/03/2025)
Coromandel Travels Limited (up to 28/03/2025)
ICL Financial Services Limited

BRAHMAYYA & CO., Chartered Accountants 48, Masilamani Road Balaji Nagar, Royapettah, Chennai – 600 014

S. VISWANATHAN LLP., Chartered Accountants 17, Bishop Wallers Avenue (West) Mylapore, Chennai – 600 004

India Cements Infrastructures Limited
Industrial Chemicals and Monomers Limited
ICL International Limited
ICL Securities Limited
Coromandel Minerals Pte. Ltd, Singapore
PT Coromandel Minerals Resources, Indonesia
PT Adcoal Energindo, Indonesia
Raasi Minerals Pte. Ltd, Singapore
Trinetra Cement Limited
(Transferor company under the scheme u/s 234, existing as per order of Hon'ble High Court Madras/NCLT)

Associates:

Coromandel Sugars Limited (up to 28/03/2025)
India Cements Capital Limited (up to 26/07/2024)
Raasi Cement Limited (up to 28/03/2025)
Unique Receivable Management Pvt. Limited (up to 28/03/2025)
PT Mitra Setia Tanah Bumbu, Indonesia
Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
Without qualifying our review conclusion, we draw attention to
a. Note no. 5 to the Financial Results, regarding the order of attachment issued by the authorities through which certain assets of the company amounting to Rs.120.34 Crores have been attached vide provisional attachment Order dated 25th February 2015 which the company is disputing before legal forums. The company has been legally advised that it has strong grounds to defend its position, pending the outcome of the proceedings the impact if any is not ascertainable at this stage.
b. Note no. 6 of the financial results, relating to the order of the Competition Commission of India (CCI), concerning alleged contravention of the provisions of Competition Act, 2002 and imposing a penalty of Rs.187.48 Crores on the Company. On Company's appeal, National Company Law Appellate Tribunal (NCLAT), in its Order passed on 25th July, 2018, has reportedly upheld the CCI's Order. The company appealed against the order before Supreme Court and the Supreme Court vide its Order dated 05th October, 2018 admitted the Company’s appeal and directed that the interim order passed by the Tribunal in the matter, will continue. Pending the outcome, no provision is made in the financial results.

BRAHMAYYA & CO., Chartered Accountants 48, Masilamani Road Balaji Nagar, Royapettah, Chennai – 600 014

S. VISWANATHAN LLP., Chartered Accountants 17, Bishop Wallers Avenue (West) Mylapore, Chennai – 600 004

The Statement includes the financial results of ten subsidiaries, which have not been reviewed/audited, whose interim financial results reflect total revenues of Rs. 2.18 Crores, net profit of Rs. 0.56 Crores and total comprehensive income of Rs. 0.56 Crores for the quarter ended 30[th] June 2025, as considered in the Unaudited Consolidated Financial result. The Statement also includes the Group's share of net loss of Rs. 1.54 Crores and total comprehensive loss of Rs. 1.54 Crores for the quarter ended 30[th] June 2025, as considered in the unaudited consolidated financial result, in respect of one associate, based on their interim financial results, which have not been reviewed/audited. According to the information and explanations given to us by the management, these financial results of aforesaid subsidiaries and associates are not material to the Group. Our conclusion on the statement is not modified in respect of the above matter.

For Brahmayya & Co., Chartered Accountants Firm Regn No: 000511S

��

N. Sri Krishna Partner Membership No.026575 UDIN: 25026575BMLHJR3446

For S. Viswanathan LLP., Chartered Accountants Firm Regn No: 004770S/S200025

��

Chella K. Raghavendran Partner Membership No. 208562 UDIN: 25208562BMLWHD7006

Place: Chennai Date: 19[th] July 2025

Place: Coimbatore Date: 19[th] July 2025

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AI assistant

India Cements Ltd. — Proxy Solicitation & Information Statement 2025

63449_rns_2025-08-26_b0d67dd5-06c9-4488-a4a7-c52fdaa303ac.pdf

Sub: Notice of meeting of the equity shareholders of The India Cements Limited (“Company”) convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Chennai Bench (“Tribunal”)

for THE INDIA CEMENTS LIMITED

The India Cements Limited

THE INDIA CEMENTS LIMITED

EQUITY SHAREHOLDERS

THE INDIA CEMENTS LIMITED

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF

THE INDIA CEMENTS LIMITED PURSUANT TO ORDER DATED 7TH AUGUST 2025, OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH

[Pursuant to Section 230 (3) and Rule 6 and 7]

CA(CAA)/55/CHE/2025

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS

To The Equity Shareholders of The India Cements Limited

for THE INDIA CEMENTS LIMITED

Chennai, Monday, 25[th] August 2025

NOTES FOR THE MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC/OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

I THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING THE MEETING:

Step 1: Access to NSDL e-Voting system

B) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode:

Login method for Individual shareholders holding securities in demat mode is given below:

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting

system.

General Guidelines for Shareholders

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH

CA(CAA)/55/CHE/2025

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

1. MEETING FOR THE SCHEME

2. DATE, TIME AND MODE OF MEETING

3. RATIONALE AND BENEFITS OF THE SCHEME

4. BACKGROUND OF THE COMPANIES:

A.

Particulars of Transferor Company 1

B. Particulars of Transferor Company 2

C. Particulars of Transferor Company 3

D. Particulars of Transferor Company 4

E. Particulars of the Company

5. SALIENT FEATURES OF THE SCHEME

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

7. BOARD APPROVALS

8. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

9. EFFECT OF SCHEME ON STAKEHOLDERS

ii.

Directors

iii. Employees

iv. Creditors

v. Debenture holders

10. NO INVESTIGATION PROCEEDINGS

11. AMOUNTS DUE TO UNSECURED CREDITORS

12. DEBT RESTRUCTURING

13. VALUATION REPORT

14. SHAREHOLDING PATTERN

A. The pre/post-arrangement shareholding pattern of the parties to the Scheme:

i. Transferor Company 1

ii.

Transferor Company 2

iii. Transferor Company 3

iv. Transferor Company 4

v. The Company

B. Pre/post arrangement capital structure

15. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

16. INTIMATIONS IN RELATION TO THE SCHEME

17. INSPECTION OF DOCUMENTS

Notes:

CONSOLIDATED

STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2025

Notes:

More from India Cements Ltd.

India Cements Ltd. Proxy Solicitation & Information Statement 2025