India Cements Receives RBI Compounding Order for FEMA Violation; Penalty Set at Rs.18,250/-

India Cements (a subsidiary of UltraTech Cement Limited) has disclosed that it received a Compounding Order dated 15th May 2026 from the Foreign Exchange Department, Reserve Bank of India, Chennai. The disclosure was made pursuant to Regulation 30 read with Para A and Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company's Chief Financial Officer, Krishnagopal Ladsaria, communicated the development to the stock exchanges on 16th May 2026.

Nature of the Compounding Order

The Compounding Order was passed under Section 15(1) of the Foreign Exchange Management Act, 1999. The violation pertains to a delay in filing of Form FC-TRS in terms of Regulation 10 read with Paragraph 10 of Schedule 1 to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, notified vide Notification No. FEMA 20/2000-RB dated May 03, 2000. As a result of the compounding order, the company is required to pay a compounding amount of Rs.18,250/-.

Key Disclosure Details

The following table summarises the key disclosures made by the company under Regulation 30 of SEBI (LODR) Regulations, 2015:

Parameter:	Details
Name of Authority:	Foreign Exchange Department, Reserve Bank of India, Chennai
Nature of Order:	Compounding Order under Section 15(1) of FEMA, 1999
Date of Order:	15th May 2026
Compounding Amount:	Rs.18,250/-
Violation:	Delay in filing of Form FC-TRS under FEMA 20/2000-RB dated May 03, 2000
Financial Impact:	No material financial impact on the Company

Financial and Operational Impact

India Cements has clarified that the Compounding Order does not have any material financial impact on the company. The compounding amount of Rs.18,250/- is limited in scale relative to the company's overall financial position. The company has requested the stock exchanges to take the disclosed information on record in accordance with applicable regulatory requirements.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+2.20%	+3.31%	-1.19%	-6.10%	+15.72%	+112.83%

The shareholders of India Cements have approved the Material Related Party Transactions between the company and its holding company, UltraTech Cement Limited, through a postal ballot process conducted via remote e-voting. The resolution, classified as an Ordinary Resolution, was deemed duly passed on Wednesday, 6th May 2026, the last date specified for e-voting. The outcome was disclosed to the stock exchanges pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Postal Ballot Process and Timeline

The postal ballot process was initiated pursuant to a notice dated 31st March 2026, with the record date fixed on the same day. The remote e-voting facility, provided by National Securities Depository Limited (NSDL), commenced at 09:00 A.M. (IST) on Tuesday, 7th April 2026 and concluded at 05:00 P.M. (IST) on Wednesday, 6th May 2026. An advertisement regarding the postal ballot and e-voting was published in Business Standard (English) and Hindu Tamil Thisai (Tamil) on 7th April 2026. The Postal Ballot Notice was sent electronically to members who had registered their e-mail addresses, and was also made available on the company's website, the BSE and NSE websites, and NSDL's e-voting portal.

Key details of the postal ballot are summarised below:

Parameter:	Details
Last Date of E-Voting:	6th May 2026
Record Date:	31st March 2026
Total Shareholders on Record Date:	1,56,567
Number of Resolutions Passed:	1
E-Voting Platform:	NSDL
Nature of Resolution:	Ordinary Resolution

Scrutinizer's Role and Report

The Board of Directors appointed Mrs. P.R. Sudha, Company Secretary in Practice (Membership No. F6046, C.P. No. 4468), as Scrutinizer to oversee the e-voting process in a fair and transparent manner. Mrs. P.R. Sudha submitted her report dated 7th May 2026, confirming that the Ordinary Resolution was passed with the requisite majority. The votes were unblocked after the conclusion of the e-voting period on 6th May 2026, in the presence of two witnesses, Ms. M.K. Sangeetha and Ms. V. Revathy, who are not in the employment of the company.

Voting Results

The resolution pertained to the approval of Material Related Party Transactions between India Cements and UltraTech Cement Limited, the holding company. Promoters and the promoter group, who held 232416830 shares, did not participate in the e-voting as they were interested parties in the resolution. The detailed category-wise voting results are as follows:

Category:	Shares Held	Votes Polled	% Votes Polled	Votes in Favour	Votes Against	% in Favour	% Against
Promoter & Promoter Group:	232416830	0	0.00	0	0	0.00	0.00
Public – Institutions:	50767449	46834546	92.25	46834546	0	100.00	0.00
Public – Non-Institutions:	26712922	250426	0.94	246946	3480	98.61	1.39
Total:	309897201	47084972	15.19	47081492	3480	99.99	0.01

Among the participating members, the resolution received strong support from institutional investors, with 100.00% of institutional votes cast in favour. Non-institutional public shareholders voted 98.61% in favour and 1.39% against.

Resolution-Wise Outcome

The Scrutinizer's Report provides a detailed breakdown of votes cast for and against the resolution:

Voted in Favour:

Mode:	Members Voted	Valid Votes Cast (Shares)	% of Total Valid Votes
Remote E-Voting:	656	4,70,81,492	99.99

Voted Against:

Mode:	Members Voted	Valid Votes Cast (Shares)	% of Total Valid Votes
Remote E-Voting:	17	3,480	0.01

Invalid Votes: Nil

Total votes cast: 673 members, representing 4,70,84,972 valid votes (100.00%).

The voting results and the Scrutinizer's Report have been made available on the company's website at www.indiacements.co.in . The electronic data and all other relevant records relating to remote e-voting will remain in the Scrutinizer's custody until the Chairman considers, approves, and signs the minutes, after which the records will be handed over to the company for safe keeping.