Key Resolution

The single item of business is an Ordinary Resolution for the appointment of Mr. Tribhuwan Adhikari (DIN: 10229197) as a Director of the Company, liable to retire by rotation.

Background and Rationale

Mr. Tribhuwan Adhikari was appointed to the Board on 7th August 2026, based on a Board decision dated 6th August 2026. This appointment was made on the recommendation of the Nomination and Remuneration Committee. He is a Nominee Director representing Life Insurance Corporation of India (LIC), replacing Mr. Y.Viswanatha Gowd. The seek for shareholder approval is a mandatory requirement under Regulation 17(1C) of the SEBI LODR Regulations, which must be obtained at the next general meeting or within three months of appointment, whichever is earlier.

Director Profile and Remuneration

  • Name: Mr. Tribhuwan Adhikari
  • DIN: 10229197
  • Age: 60 years (Date of Birth: 5th August 1966)
  • Category: Non-Executive Nominee Director
  • Qualification: Bachelor of Commerce
  • Experience: A retired Executive Director of LIC with over 37 years of experience in Administration, Marketing, and Information Technology. Prior to superannuation in August 2026, he was the Managing Director and CEO of LIC Housing Finance Limited (2023-2026).
  • Remuneration: He will be paid a sitting fee of ₹50,000 per Board meeting attended. No other remuneration is proposed.
  • Shareholding: He holds no shares in the company.
  • Other Directorships: Holds no directorships in any other public limited companies.

Voting Schedule and Process

  • Record Date (Cut-off date): Monday, 7th September 2026.
  • Remote E-Voting Period: Commences on Saturday, 12th September 2026, at 9:00 AM IST and ends on Sunday, 11th October 2026, at 5:00 PM IST.
  • Result Declaration: The results will be announced on or before Tuesday, 13th October 2026.
  • Scrutinizer: Mrs. P.R. Sudha, Company Secretary in Practice (Membership No. F6046), has been appointed to scrutinize the e-voting process in a fair and transparent manner.
  • Voting Method: Voting is to be conducted exclusively through remote e-voting facilities provided by NSDL. Proxy voting is not allowed.

Dispatch of Notice

The Notice has been dispatched electronically to all members whose email IDs were registered with the Company/Depositories/RTA as of the close of business on the record date (7th September 2026). Physical copies of the notice have not been sent.

The notice is also available on the company's website (www.indiacements.co.in), the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com), and the NSDL e-voting website (www.evoting.nsdl.com).

Financial and Operational Impact

The appointment is a governance action with no direct quantified financial impact on the company's operations or cash flows, apart from the disclosed sitting fee liability for future board meetings.

Governance and Compliance

This postal ballot process is being undertaken in compliance with:

  • Section 110 of the Companies Act, 2013
  • The Companies (Management and Administration) Rules, 2014
  • Regulation 30 and 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Various circulars issued by the Ministry of Corporate Affairs (MCA)
  • Secretarial Standard on General Meetings (SS-2)