India Cements shareholders approved the appointment of Tribhuwan Adhikari as a director liable to retire by rotation through a postal ballot process concluded on October 11, 2026. The ordinary resolution received 97.16% of the total votes polled in its favour, securing the requisite majority for his continued tenure on the board.

The voting results reveal a divergence in shareholder sentiment between promoter groups and public institutions. While promoters and their group voted unanimously in favour, institutional investors recorded an 18.42% opposition rate, casting 78,00,148 votes against the resolution out of the 4,23,53,923 votes they polled. Non-institutional public shareholders showed higher support, with only 7.79% voting against.

Voting breakdown by shareholder category

The scrutiny report details the voting patterns across different shareholder segments. The total number of valid votes cast stood at 27,49,29,827, representing 88.72% of the total outstanding shares held by voting members.

Context of appointment and regulatory compliance

Tribhuwan Adhikari (DIN: 10229197) was initially appointed as a nominee director representing Life Insurance Corporation of India on August 7, 2026, replacing Y. Viswanatha Gowd. This interim appointment was made by the Board of Directors on August 6, 2026, based on the recommendation of the Nomination and Remuneration Committee.

Under Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, member approval for such appointments must be obtained at the next general meeting or within three months of the appointment date. The company conducted this remote e-voting process to comply with Section 110 of the Companies Act, 2013, ensuring the appointment was ratified within the stipulated timeframe.

What the numbers show

A significant concentration of dissent is visible among institutional investors, who accounted for nearly all of the 78,12,537 votes cast against the resolution. Institutions voted against at a rate of 18.42%, significantly higher than the 7.79% opposition from non-institutional public shareholders. Given that promoters held 23,24,16,830 shares and voted entirely in favour, the resolution's passage was largely driven by promoter support, masking the notable level of institutional skepticism regarding the appointment.

India Cements has issued a postal ballot notice seeking shareholder approval for the appointment of Mr. Tribhuwan Adhikari as a director liable to retire by rotation. The resolution aims to formalize his role as the nominee director representing Life Insurance Corporation of India (LIC).

The Board of Directors appointed Mr. Adhikari on August 6, 2026, effective August 7, 2026, succeeding Mr. Y. Viswanatha Gowd. Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company must secure member approval within three months of the appointment or at the next general meeting, whichever is earlier.

E-Voting Schedule

Shareholders can cast their votes through remote e-voting via the National Securities Depository Limited (NSDL) platform. The voting window opens on September 12, 2026, at 9:00 am and closes on October 11, 2026, at 5:00 pm.

The cut-off date for determining voting eligibility is September 7, 2026. Only members registered in the Register of Members or List of Beneficial Owners as of this date are eligible to vote. The notice is being dispatched electronically to shareholders with registered email IDs.

Director Profile

Mr. Tribhuwan Adhikari brings over 37 years of experience from his tenure at LIC, where he served as an Executive Director until his retirement on August 31, 2026. Prior to superannuation, he held the position of Managing Director and Chief Executive Officer at LIC Housing Finance Limited from 2023 to 2026.

His expertise spans administration, marketing, information technology, corporate governance, and strategy. He holds a Bachelor of Commerce degree. The Nomination and Remuneration Committee recommended his appointment based on his functional acumen and experience.

Mr. Adhikari will serve as a Non-Executive Nominee Director. He is not entitled to any remuneration other than a sitting fee of ₹50,000 per board meeting attended. He currently holds no shares in the company and has no relationships with other directors or key managerial personnel.