Your Board of Directors has immense pleasure in presenting 81^st Annual Report on business and operation of Shree Digvijay Cement Company Limited ("Company") along with the audited standalone & consolidated financial statements for the year ended 31^st March 2026.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under report are as under:

('in Lakhs)

FINANCIAL PERFORMANCE:

The Company's total Income during the year under report was ' 75,315.39 Lakhs, an increase by about 2.47 % against the total income of ' 73,499.13 Lakhs in the previous year.

Profit Before Tax for the year stands at ' 3,380.75 Lakhs, which marks a marginal decline compared to ' 3,454.50 Lakhs in the previous year. Similarly, Profit After Tax has also decreased to ' 2,499.64 Lakhs during the year, compared to ' 2,520.06 Lakhs in the previous year. A major contributing factor to this decline was the extremely poor cement prices, which were significantly lower as compared to the previous year, along with higher interest expenses resulting from the capacity expansion that became effective on October 01,2025. PRODUCTION AND SALES:

(In Lakhs MT)

* Cement sales include 0.30 Lakh ton traded under Hi-Bond brand sales under the Brand Usage, Supply and Distributorship Agreement dated 4^th September 2025 executed between the Company and Hi-Bond Cement (India) Private Limited. Cement Sales exclude 0.127 Lakh ton that were capitalized and 0.017 Lakh tons used by Company as self-consumption. In comparison, self-consumption in the previous year was 0.076 Lakh tons.

During the year under review, there was a notable increase in Cement production, which soared to 14.03 Lakh MT as compared to 13.87 Lakh MT in the previous year. In addition to this, the Company also achieved record Cement sales of 14.18 Lakh MT, as compared to 13.72 Lakh MT in the previous year.

There has not been any change in the nature of the business of the Company.

EXPANSION OF EXISTING MANUFACTURING FACILITIES:

Your Directors pleased to inform that effective from 1^st October, 2025, the Company has successfully commissioned its new grinding unit at Sikka resulting into manufacturing capacity of the Company increasing from 1.5 Million Tons to 3.0 Million Tons per annum.

DIVIDEND:

The Board of Directors is pleased to recommend a Dividend of ' 1/- (i.e.@10%) per equity share on 14,78,69,278 Equity shares of ' 10/- each for the year ended 31^st March 2026 payable to those Shareholders whose names appear in the Register of Members as on Record Date i.e. 9^th September, 2026.

Pursuant to the Finance Act, 2020, Dividend income is taxable in the hands of the Members w.e.f. 1^st April, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"), the Company has formulated a Dividend Distribution Policy ("Policy"). The Dividend recommendation is in accordance with the Policy of the Company. The Policy is available on the Company's website and can be accessed at https://www.digvijaycement.com/wp-content/uploads/2021/12/Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount from Retained Earning to General Reserves.

UNPAID DIVIDEND:

The Company currently has no unclaimed dividends that need to be transferred to the Investor Education & Protection Fund (IEPF), since the Company started declaring Dividend from the year 2019-20.

Pursuant to the provisions of Section 125 of the Act, read with Rule 7 of the IEPFA (Accounting, Audit, Transfer and Refund) Rules, 2016, the Board of Directors has designated the Company Secretary as the Nodal Officer.

SHARE CAPITAL:

During the year, the paid-up Equity Share Capital of the Company increased from ' 1,47,81,42,780/-(14,78,14,278 Equity Shares of

' 10/- each) to ' 1,47,86,92,780/- (14,78,69,278 Equity Shares of ' 10/- each). The increase in share capital was on account of the issue and allotment of fresh 55,000 equity shares of face value of ' 10/ each, arising out exercise of equivalent no. of stock options by eligible employees of the Company under "SDCCL Employee Stock Option Plan 2019" ("ESOP Plan").

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors of the Company, other than under ESOP Plan.

No disclosures are required under Section 67(3)(C) of the Companies Act, 2013 ("Act") in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Alteration of 'Capital Clause' of Memorandum of Association

During the year under review, there was no alteration of 'Capital Clause' of Memorandum of Association of the Company.

CHANGE IN PROMOTERS OF THE COMPANY:

As you all are aware True North Fund VI LLP were holding 8,08,25,928 (Eight crore eight lakh twenty-five thousand nine hundred twenty eight) Equity Shares of the Company constituting approximately 54.66% of the total paid up Equity Share Capital of the Company.

On 18^th December, 2025, India Resurgence Fund - Scheme 1, India Resurgence Fund 2 - Scheme 2, India Resurgence Fund 2 - Scheme 4" (collectively referred to as the "IRF Entities") have acquired 6,67,25,311 equity shares representing 45.12% of the total Issued & paid-up capital of the Company pursuant to the Share Purchase Agreement (SPA) from True North Fund VI LLP and IRF Entities have become the Promoter of the Company.

In compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 the IRF Entities has further acquired 1,34,07,285 equity shares, representing 9.07% of the Company's outstanding voting equity share capital, through an open offer made to the shareholders of the Company.

On 30^th March, 2026, the IRF Entities also acquired the remaining 1,41,00,617 equity shares, representing 9.54% of the total issued and paid-up equity share capital of the Company, held by True North Fund VI LLP, the erstwhile promoter of the Company.

RE-CLASSIFICATION OF SHAREHOLDERS FROM PROMOTER GROUP TO PUBLIC

In accordance with the terms of the SPA, the IRF Entities have completed the acquisition of 6,67,25,311 equity shares on December 18, 2025, representing 45.01% of the Share Capital of the Company, from True North Fund VI LLP. Pursuant to completion of the aforesaid acquisition, the IRF Entities acquired control of the Company, and the Selling Promoter - True North Fund VI LLP has ceased to be in control of the Company and stands re-classified as a "public" shareholder of the Company.

CONTRIBUTION TO THE EXCHEQUER

Your Company has been making substantial tax contributions over the years. During the financial year 2025-26, the Company has paid a total of ' 20,248.53 lakhs towards taxes, duties, cess, royalty, etc. to the State and Central Governments.

SUBSIDIARIES, JOINTVENTURESAND ASSOCIATE COMPANIES:WHOLLY OWNED SUBSIDIARY:

As of 31^st March, 2026, the Company has a Wholly Owned Subsidiary ("Subsidiary") Company viz. SDCCL Logistics Limited (CIN:U63000GJ2020PLC115066). Presently, the Company does not have any material subsidiary.

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the Listing Regulations, can be accessed on the Company's website at https://www. digvijaycement.com/policies/.

ASSOCIATE COMPANY:Investment in CGE Shree Digvijay Cement Green Energy Private Limited (CGESDC)

Pursuant to the Power Purchase Agreement (PPA) and the Share Purchase Agreement (SPA) executed between Shree Digvijay Cement Company Limited (SDCCL) and CGE Shree Digvijay Cement Green Energy Private Limited ("CGESDC") for the supply of hybrid wind and solar energy, the Company acquired a 27% equity stake in CGESDC on 18^th May, 2023. The acquisition was undertaken for a contracted capacity of 8.10 MW of hybrid wind and solar power.

The said 27% equity holding comprises 79,90,000 equity shares of face value ' 10/- each, issued at par, for a total consideration of ' 7.99 crore. CGESDC forms part of the Continuum Green Energy Group's portfolio of renewable energy projects.

Status of CGESDC as Associate and Related Party

CGESDC is a subsidiary of Continuum Green Energy (India) Limited ("Continuum"). However, by virtue of the Company holding 27% equity in CGESDC, CGESDC is treated as an associate of the Company in terms of Section 2(6) of the Companies Act, 2013.

Accordingly, CGESDC qualifies as a related party of the Company under the provisions of the Act. The acquisition of equity shares in CGESDC and all other transactions entered into between the Company and CGESDC have been conducted at arm's length and in the ordinary course of business.

Delay in Commissioning of the Project and Compensation Claim for Delayed Commissioning

As per the Power Purchase Agreement, the Project was scheduled to be fully commissioned from the Scheduled Commencement Date (SCD) of 6^th January, 2023. However, due to delays, fundamental breaches, and negligence on the part of Continuum and CGESDC, the Project could not be commissioned as scheduled. The Project was partly commissioned on 19^th June, 2023 and was fully commissioned only on 24^th January, 2025.

In terms of the PPA, CGESDC and Continuum were obligated to compensate the Company for delayed commissioning and delayed/non-supply of electricity. Accordingly, the Company has raised a compensation claim of ' 24,37,59,568 (Rupees Twenty-Four Crore Thirty-Seven Lakh Fifty-Nine Thousand Five Hundred Sixty-Eight only) as on 31^st March, 2026 by issuing debit notes to CGESDC as per the provisions of the PPA.

Since the matter relating to the compensation claim, adjustment of invoices, and amounts payable remains under dispute, in order to resolve this dispute the Company has initiated arbitration proceedings against CGESDC and Continuum and has filed its Statement of Claim (SOC) before the Hon'ble Arbitral Tribunal, and arbitration is under process.

DISTRIBUTORSHIP AGREEMENT WITH HI-BOND CEMENT (INDIA) PRIVATE LIMITED

During the year the Company has, pursuant to approval of the Board of Directors of the Company, inter alia executed:

(a) a brand usage, supply and distributorship agreement inter alia relating to exclusive long-term distribution of cement products manufactured by Hi-Bond Cement (India) Private Limited ("Hi-Bond") to be distributed by the Company ("BDA");

(b) an options agreement with an option to acquire 100% equity shares of Hi-Bond from its shareholders ("Options Agreement").

The BDA contemplates an exclusive long-term distribution arrangement between the Company and Hi-Bond for the distribution of 100% of the cement products manufactured and supplied by Hi-Bond, on the terms and conditions as set forth in the BDA.

Under above BDA, the Company has provided a refundable security deposit of '400 crore to Hi-Bond. The Company has effective from 19^th March 2026, commenced purchasing and distributing cement manufactured by Hi-Bond, marking a significant expansion of its product portfolio and distribution franchise.

The repayment of this Refundable Deposit is secured through comprehensive arrangements, including:

• An exclusive first charge over HI-BOND's fixed and movable assets.

• An exclusive mortgage over identified property.

• An exclusive pledge over 100% of HI-BOND's equity shares.

The above arrangement has also received approval from the Competition Commission of India.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its Subsidiary for the Financial Year 2025-26 are prepared in compliance with the Section 129(3) read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards (IND AS) specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Act read with the rules made there under, a statement containing salient features of the Financial Statements of the Subsidiary is disclosed in Form AOC - 1 in this Annual Report.

The Financial Statements of the Subsidiary company are available for inspection by the Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide, free of cost, a copy of the Financial Statements of its Subsidiary company to the Members upon their request. The statements are also available on the website of the Company and can be accessed at www.digvijaycement. com under the 'Investors' section.

FINANCIAL LIQUIDITY AND CREDIT RATING:

We maintain a prudent level of debt while holding sufficient cash reserves to support our strategic and operational requirements. Our approach to liquidity management is focused on maintaining an optimal balance between generating adequate returns and ensuring readiness to meet financial and business needs.

Strong liquidity enables us to remain flexible and well-prepared to address unforeseen strategic challenges, capitalize on emerging opportunities, and navigate business uncertainties effectively.

As on 31^st March 2026, cash and cash equivalent was ' 336.12 Lakhs (excluding Fixed Deposits of ' 1,696.34 lakhs for more than 3 months) compared to ' 4,877.83 lakhs last year (excluding fixed deposits of ' 8,558.95 lakhs for more than 3 months).

Total cash and bank balance as on 31^st March 2026 was ' 2,032.46 lakhs vis-a-vis ' 13,436.78 lakhs in the previous year.

CRISIL has confirmed the Company's credit ratings for its total bank loan facilities of ?640 crore during the year, compared with ?300 crore in the previous year. The long-term rating remains CRISIL A-/Stable, while the short-term rating remains CRISIL A2 .

During fiscal 2026, the Company entered into a 10-year exclusive usage, supply, and distributorship agreement with Hi-Bond Cement (India) Pvt. Ltd. (HIBOND), under which it provided a security deposit of ?400 crore. The deposit was funded primarily through term debt of ?356 crore, with the remaining amount financed through internal accruals and available cash balances.

The Company maintains strong working capital management through a well-structured process that enables continuous monitoring and effective oversight of receivables, payables, inventories, and other working capital components.

CASH FLOW STATEMENT:

As required under the applicable provisions of the Act read with Listing Regulations, a Cash Flow Statement is attached to the Balance Sheet.

DEPOSITS:

Your Company has neither accepted any deposits during the year under report, nor did any deposits remain unpaid or unclaimed at the end of the year.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

During the year, your Company has executed facility agreements with Axis Trustee Services Limited (Security Agent) for availing term loan amounting to ' 356 crore from Axis Bank and ICICI Bank to partly fund refundable security deposit of ' 400 crore under the brand usage, supply and distributorship agreement executed by Company with Hi-Bond Cement (India) Private Limited.

Except above your Company has neither given any loan nor guarantee during the year under report attracting the provisions of Section 186 of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

(a) in the preparation of the Annual Accounts for the financial year ended 31^st March 2026, the applicable Indian Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures;

(b) that such accounting policies as mentioned in the Notes to the Accounts have been selected and applied consistently and made judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2026 and the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Annual Accounts have been prepared on a 'going concern' basis;

(e) that proper Internal Financial Controls have been laid down by the Directors and being followed by the Company and such Internal Financial Controls are adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and were operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management, and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the Company at https://www.digvijaycement.com/ policies/.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the Act and the Articles of Association of the Company. The appointment of CEO and Managing Director is generally for a period of five years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

Further details on the election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

Details of contracts/arrangement with the Related Parties appear under Note no. 37B and form part of this report. All related party transactions that were entered into during the year under report were at arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee and before the Board, wherever required, for their approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The Company's management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm's Length Basis without any compromise.

The Company has not entered into any transaction with any person or entity belonging to the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company.

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 (Annexure A) in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in terms of Section 134(3)(l) of the Act, affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March 2026 and upto the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

It has been the Company's endeavor to focus on energy conservation and efficiency measures and accordingly were undertaken in various areas of cement manufacturing during the year.

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto as Annexure C.

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the Company, and the Report & Accounts are being sent to all the Members of the Company, excluding the aforesaid particulars of employees. Alternatively, any Member, who is interested in obtaining these details, may also write to the Company Secretary at the Registered Office of the Company or to email id at investors. sdccl@digvijaycement.com.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Pursuant to approval of Shareholders at the Annual General Meeting held on 5^th August 2019 and in accordance with applicable SEBI (Share Based Employee Benefits) Regulations, including any modifications or amendment thereto "SBEB Regulations"), the Nomination and Remuneration Committee of the Board has, during the financial year 2019-20 granted 70,60,000 options at an exercise price of ' 16/- per option to eligible employees of the Company, as per the terms and conditions mentioned in SDCCL Employee Stock Option Plan 2019 ("ESOP Plan"). On exercise of rights by eligible employees, 55,000 underlying Equity Shares of '10/- each were allotted to them during the year in accordance with the ESOP Plan. Out of total options granted to eligible employees and director of the Company under SDCCL Employee Stock Option Plan 2019, as on the end of financial year 202526, 67,02,000 stock options (including 2,20,000 stock options re-granted during the year 2023-24) got vested and 64,95,000 stock option exercised by eligible employees and equivalent no. of shares allotted to respective employees.

The certificate of the auditors regarding the implementation of the scheme being in accordance with SBEB Regulations and in accordance with the resolution of the Company in the general meeting would be placed at the Annual General Meeting (AGM) or posted electronically for the inspection of the members. Applicable disclosure as stipulated under SBEB Regulation and Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on 31^st March 2026 with regard to ESOP Plan is provided at Annexure D to this report.

DIVERSITY AND INCLUSION

Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender, and ethnicity. The Company has organized a series of sensitization and awareness campaigns, to help create an open mind and culture to leverage on the differences. On and around International Women's Day, the Company has organized various program to sensitize employees and locals, inter alia, on significant role that women played in digitization and other activities of the Company. It has been the Company's endeavor to focus on women empowerment. Going forward, women empowerment activities will be spread, with clear focus on nurturing their career journeys, to help the Company build a pipeline of women leaders in near future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee (ICC) for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment and no complaints are pending as on the end of the year under review. The Company has complied with all the applicable provisions of the said Act. Confirmation under the Maternity Benefit Act 1961 The Company confirms material compliance of the provisions relating to the Maternity Benefit Act 1961.

INSURANCE:

The Company's plants, properties, equipment, and stocks are adequately insured against all major risks including loss on account of business interruption caused due to property damage. RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company has developed and implemented a Risk Management Policy that also includes the process for identifying, minimizing, and mitigating risks which is

periodically reviewed by the Risk Management Committee, Audit Committee, and the Board of Directors.

They also review Risk Management procedures measures from time to time, to ensure that executive management controls risk through a properly defined framework. The major risks in critical areas have been identified by the Company and its mitigation process/measures have been formulated accordingly.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who started providing free drinking water and free medical amenities to nearby villagers, whosoever residing in the radius of more than 15 KMs around Company's business locations.

Our continually rising CSR spend on carefully crafted CSR programmes that consider the needs of our communities have helped us win their hearts and made them a part of Digvijay family. Key thematic areas of Digvijay's CSR activities include Healthcare, Hygiene & Sanitation, Promotion of Education and Women empowerment, Rural and Community infrastructure development, Water Conservation & Environmental protection, including employment creation initiatives and sustainable livelihood, promotion of sports and contribution for other social cause.

The details of such initiatives, CSR spend etc., have been provided as Annexure E to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):Directors

The Company has six directors on its Board as on the date of this Report. Detailed composition about the Board is disclosed in Corporate Governance Report.

All Directors have submitted relevant declarations / disclosures as required under the Act and Listing Regulations.

Appointment / Re-appointment of Directors through Postal Ballot

Appointment of Mr. Shitij Ramesh Kale (DIN: 08593079):

Pursuant to the consummation of the transaction contemplated by SPA, The Board appointed Mr. Shitij Ramesh Kale (DIN: 08593079) as Additional Director in the category of Non-

Independent Non-Executive Director of the Company w.e.f. 18^th December, 2025.

The Shareholders vide postal ballot, concluded on 14^th March, 2026 approved the appointment of Mr. Shitij Ramesh Kale (DIN: 08593079) as Non-executive and Non-Independent Director of the Company liable to retire by rotation.

Appointment of Mr. Amit Arora (DIN: 11746165) as CEO & Managing Director:

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on 29^th May, 2026, has approved the appointment of Mr. Amit Arora (DIN: 11746165) as Chief Executive Officer (CEO) & Managing Director of the Company for a period of 5 years effective from 17^th June, 2026, subject to approval of the shareholders, and also designated him as Key Managerial Personnel (KMP) in terms of Section 203 of the Companies Act, 2013.

Mr. Anil Singhvi (DIN:00239589) -Executive Chairman:

Mr. Anil Singhvi retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of your Company and being eligible, has offered himself for re-appointment as the Director.

As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial standards, brief resume and other details of the above-mentioned Director getting appointed & reappointed, are attached to the Notice of the ensuing AGM.

None of the Directors proposed for appointment / reappointment at the ensuing AGM is disqualified from being appointed / reappointed as Directors under the provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI, or any other statutory authorities.

Resignation of Directors

Mr. Pramod Kabra (DIN:02252403):

Pursuant to the consummation of the transaction contemplated by the Share Purchase Agreement ("SPA") executed on 4^th September, 2025, by and amongst India Resurgence Fund - Scheme 1, India Resurgence Fund 2 - Scheme 2, India Resurgence Fund 2 - Scheme 4" (collectively referred to as the "IRF Entity") True North Fund VI LLP, Mr. Pramod Kabra has tendered his resignation from the directorship of the Company with effect from 18^th December, 2025.

The Board placed on record its deep appreciation for contributions made by Mr. Pramod Kabra towards achievements

of the Company and support provided by them to the Board and to the Company during his association with the Company.

Mr. Ramanujan Krishnakumar (DIN: 10412896):

Mr. Krishnakumar ceased to be a Director (who was designated as CEO & Managing Director) of the Company with effect from 6^th February, 2026 due to his resignation on his personal grounds.

Your Board takes the opportunity to place on record deep appreciation for his contributions to the Company during his association with the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the key managerial personnel (KMP) of the Company as on the date of this report are:

• Mr. Amit Arora, Chief Executive Officer & Managing Director (w.e.f. 17^th June, 2026)

• Mr. Vikas Kumar, President & Chief Financial Officer

• Mr. Suresh Meher, Sr. Vice President (Legal & HR) & Company Secretary

Committee of Senior Most Employees of the Company

Due to vacancy caused by the resignation of Mr. R. Krishnakumar as Chief Executive Officer & Managing Directo (CEO & MD) w.e.f. 6 February 2026, as an interim arrangement until your Company find a suitable replacement of CEO & MD, and to ensure smooth functioning of the Company, a committee of following three senior most employees was constituted to oversee all the functions of the Company, subject to specific approval of the Executive Chairman, as and when needed:

1. Mr. Vikas Kumar (President & CFO)

2. Mr. Suresh Meher (Sr. Vice President - Legal & HR and Company Secretary), and

3. Dr. Girish Mehta (Sr. Vice President, Logistics & MRM). Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Annual Evaluation by the Board of its own performance, its committees, and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and the Board, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation

of the working of its Audit, Nomination and Remuneration Committees and other committees of Board as mandated under the Act and Listing Regulations. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Board Independence

Our definition of 'Independence' of Directors is derived from Regulation 16(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the independence of directors during the Board evaluation process and assessing veracity of disclosures, the following Non-Executive Directors are Independent:

All the Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the Listing Regulations and are independent of the Management. All the Independent Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors' Database.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the following Independent Directors possess the requisite integrity, experience, expertise and proficiency required to fulfill their duties as Independent Directors:

a) Mr. Mahesh Gupta

b) Mr. Satish Kulkarni

c) Ms. Mitu Samarnath Jha

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Rules made thereunder and Listing Regulations and are independent of the management. Independent Directors are persons of high integrity. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, business management, accounts & finance, auditing, tax and risk advisory services, legal, HR, IT, sales & marketing, logistics, people management, branding, infrastructure, technical, banking, insurance, financial services, investments, mining & mineral industries both in cement & other sectors and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs ('IICA').

Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18^th December, 2020, wherever required, Independent Directors of the Company have undertaken to complete online proficiency self-assessment test conducted by the said Institute.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has been received from M/s Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure F.

Board Diversity

The Company has over the years been fortunate to have eminent people from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age, and culture. The Policy on diversity is available on the Company's website www.digvijaycement.com.

Directors and Officers Insurance ('D&O')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance ('D&O') Policy for all its directors and members of the Senior Management.

NUMBER OF MEETINGS:

Meetings of the Board and its Committees are held as per statutory requirements and as per business needs. A calendar of

meetings is circulated in advance to the Directors to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board and Committees have also been approving several proposals by circulation from time to time.

Meetings of Board of Directors

During the year, seven Board Meetings were convened and held on 28^th April 2025, 30^th July 2025, 4^th September 2025, 17^th October

2025, 18^th December 2025, 6^th February 2026 and 5^th March

2026, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

The Company has the following six (6) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders' Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Committee of Directors for routine matters Audit Committee

The Audit Committee comprises of three members, with the majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met four times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of three members, all members of which are Non-Executive Directors and two-thirds of the members are Independent Directors. The Chairperson of the Committee is an Independent Director. The Committee met twice during the year.

Risk Management Committee

The Risk Management Committee comprises of three members, with the majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice during the year.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee of Directors comprises of three members, with the majority of Non-Executive

Directors. The Chairperson of the Committee is an Independent Director. The Committee met twice during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of three members. The Chairman of the Committee is an Independent Director. The Committee met once during the year.

More details about all the Committees of the Board, including details of the role and responsibilities of Committees, the particulars of meetings held and attendance of the Members at such meetings are stated in the Corporate Governance Report, which forms part of the Annual Report.

AUDITORS :

Statutory Auditors and their Report

M/s. BSR and Co.(BSR) , Chartered Accountants, Mumbai (ICAI Firm Registration Number 128510W) from BSR & Affiliates network, were appointed as Statutory Auditor of the Company for a second term at the 78^th Annual General Meeting held on 28^th June, 2023 to hold office from the conclusion of the said Meeting till the conclusion of the 83^rd Annual General Meeting to be held in 2028.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Statutory Auditor have expressed their unmodified opinion on the Standalone Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors' Report are self-explanatory.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year

2025- 26. The Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2026-27. The Cost Audit Report for the financial year ended 31^st March, 2025 was filed with the Central Government on 22^nd August 2025 vide SRN No. AB6130526.

Further, the Board of Directors has appointed M/s Kiran J Mehta & Co. as the Cost Auditors of the Company for the financial year

2026- 27 and fixed their remuneration, subject to ratification by the shareholders at the ensuing AGM of the Company. M/s Kiran J Mehta & Co. have confirmed that their appointment is within the limits of Section 139 of the Act and have also certified that they are free from any disqualifications specified

under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. Necessary resolution seeking Member's approval for ratification of remuneration payable to the Cost Auditor for FY 2026-27, is included in the notice convening 81^st Annual General Meeting.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Manoj Hurkat & Associates, Practicing Company Secretaries (FCS No. 4287), ("Secretarial Auditor") on the recommendation of the Audit Committee were appointed as the Secretarial Auditors of the Company by the Members at the 80^th General Meeting held on 29^th August 2025, to conduct the Secretarial Audit of the Company for a period of 5 (five) consecutive years commencing from the conclusion of 80^th Annual General Meeting till the conclusion of the 85^th Annual General Meeting of the Company to be held for the Financial Year ending on 31^st March, 2030.

In terms of provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark and is attached to this report as Annexure - G. Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

Tax Auditors

The Board of Directors, on the recommendation of the Audit Committee re-appointed M/s B S R and Co, Chartered Accountants, to carry out the Tax Audit for the Assessment Year 2026-27.

Internal Auditors

M/s. RSM Astute Consulting (RSM) has been the Internal Auditors of the Company for the year under review. The Audit Committee of the Board reviews the audit findings of RSM and the remedial measures taken by the Company. The Board of Directors, based on the recommendation of the Audit Committee, re-appointed RSM to carry out the Internal Audit of the Company for the Financial Year 2026-27.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The Company has adequate internal financial control, which is constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the

Company. Based on the report of external and Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthens the controls. The scope, functioning, periodicity, and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company had, in all material respects, an adequate internal financial controls system with respect to its financial statements for the year ended 31^st March 2026, and that are operating effectively. More details on internal financial controls form part of the Management Discussion and Analysis Report.

ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:

In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31^st July 2018, the extract of annual return is no longer required to be part of the Board Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year ended 31^st March, 2026 in the prescribed form MGT-7 and other policies of the Company is placed on the Company's website at www.digvijaycement.com. Material Orders of Regulators / Courts / Tribunals During the financial year under review, Regional Director, NorthWestern Region, Ministry of Corporate Affairs, Ahmedabad, passed an order against the ROC's adjudication order alleging non-compliance with the Significant Beneficial Ownership (SBO) provisions under Section 90 of the Companies Act, 2013, thereby partially allowing the Company appeal and dropping penalty of ' 8,48,400 imposed on the Company under Section 90(4A) of the Companies Act, 2013. The matter pertained to disclosure of the shareholding of beneficial owners of its erstwhile holding company, Votorantim Cimentos EAA Inversiones S.L., which ceased to be a promoter on 16 April 2019 following the acquisition of a majority stake by True North Fund VI LLP.

The final order imposed a monetary penalty of ' 4,50,000 on the Company and a penalty of ' 12,00,000 on the Company's erstwhile holding company Votorantim Cimentos EAA Inversiones S.L. ("Votorantim"). The Company/erstwhile Promoters has paid the penalty during the year.

The management does not expect the said order to have any material adverse impact on the Company's operations or its going concern status.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk

of fraud, corruption and unethical behavior that could adversely impact the Company's business operations, performance, and reputation, Digvijay has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(9) and (10) of the Act read with Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and posted on the website of the Company at www.digvijaycement.com.

In addition to above policy, Company has in place the Code of Conduct ("Code"), Ethics, Anti-Corruption policy and other critical compliance policies which are laid down based on the Company's values, beliefs, principles of ethics, integrity, transparency, and applicable laws. Your Company has zero tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings

To create awareness about the Company's commitment to conduct business professionally, fairly, and free from bribery and corruption, regular training and awareness programs and workshops is conducted for all employees (both direct and indirect) across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate, Monitor and report trading by Insiders.

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading ("Insider Code") as approved by the Company's Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "Unpublished Price Sensitive Information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing in Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report forms an integral part of this Report, as annexed hereto as Annexure H, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the Listing Regulations.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ('BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format as annexed to this report as Annexure-I and also available on the Company's website: https://www.digvijaycement.com/.

TRANSFER OF SHARES ONLY IN DEMAT MODE

As per SEBI norms, all requests for transfer of securities including transmission and transposition requests shall be processed only in demat form. The procedure to dematerialize shares is available at www.digvijaycement.com. Further vide circular date 24^th January 2022, SEBI has notified that request for duplicate issuance, splitting and consolidation requests too will be processed in a demat mode only. The necessary forms are available on the Company's website www.digvijaycement.com.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on the BSE Limited and National Stock Exchange of India Limited.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

AWARDS AND RECOGNITION:'Excellence, is not an act but a habit' - Aristotle.

At Digvijay, we continuously invest in the development and improvement of our operations to achieve the world best. Your Company received several awards and recognitions during the year 2025-26.

Key recognitions among them are reflected through the following awards conferred on the Company:

? Apex India Green Leaf Award for Environment Excellence in Platinum Category.

at the plant. Safety Day was observed with safety competition programs with the aim to imbibe safety awareness among all the employees (both direct and indirect) at the plant.

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

DISCLOSURE REQUIREMENTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013

Section 134(3) of the Companies Act, 2013 requires the Board's Report to include several additional contents and disclosures compared to the earlier law. Most of them have accordingly been made in the Corporate Governance Report at appropriate places that forms an integral part of this Report.

OTHER DISCLOSURES:

No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as there were no transactions during the year under review:

• Details relating to deposits covered under Chapter V of the Companies Act, 2013.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Managing Director of the Company does not receive any remuneration or commission from its subsidiary company.

Further your Directors state that no disclosure or reporting is required in respect of the following items as either there were no transactions on these items, or these items are not applicable to the Company during the year under review:

1) No company has ceased to be Subsidiary, Associate, or joint venture of the Company during the year under review.

2) No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

3) During the year under review, no revision was made in the previous financial statement of the Company, except as otherwise required under applicable laws.

4) There are no proceedings initiated/pending against the company under the Insolvency and Bankruptcy Code, 2016.

5) There was no instance of one-time settlement with any bank or Financial Institution.

ENVIRONMENT SUSTAINABILITY:

We believe in sustainable development. We regard social, economic, and environmental responsibility as an integral element of our business.

Your Company is an ISO 14001:2015 Environment Management System Certified and adheres to ISO 45001 standards of Safety and Occupational Health. Company gives top priority to health and safety of its employees (both direct & indirect) at its workplaces not only to avoid work related injuries and fatalities, but they are essential to effective business performance. With this approach, the Company switched over from OHSAS to the latest version of ISO 45001:2018 on Occupational Health and Safety Management Systems.

Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board's certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plants, colonies, and surrounding areas provide a lush green cover and reflect our respect for the environment.

ACKNOWLEDGEMENT:

Your directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your directors wish to place on record their appreciation for the support and guidance provided by its Parent Company/Promoter.

Your Directors wish to place on record their sincere appreciation for the continued support and guidance provided by the Parent Company/Promoter, including the erstwhile promoter, during the year under review.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders for their continued support, trust and cooperation during the year under review. The Board extends its heartfelt thanks to the Government Authorities for their valuable guidance and continued support; Financial Institutions

and Banks for their sustained financial assistance and strategic partnerships; Customers for their trust and confidence in the Company; Vendors and business partners for their unwavering support and quality services; and Members for their continued encouragement and active engagement with the Company.

The Board also acknowledges with deep appreciation the dedication, commitment and invaluable contributions made by the employees, executives, and workers of the Company at all levels. Their relentless efforts, professionalism and commitment to excellence continue to drive the Company's growth and success. The Company remains grateful to all its stakeholders for being an integral part of its journey and for their continued association and support.

The Board also acknowledges with sincere appreciation for the continued support and guidance provided by the Parent Company/Promoter, including the erstwhile promoter, during the year under review.