The Directors have pleasure in presenting the 50th Annual Report ofthe Company along with the Audited Financial Statements fortheyear
ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS (? in Lakhs)

2. OVERALL PERFORMANCE & STATE OF OPERATIONS
OF THE COMPANY

Performance of the Company has been
comprehensively covered in the Management
Discussion and Analysis, which forms a part of
Directors' Report.

During the year under review, the Company
commissioned an additional cement grinding capacity
of 1.20 MTPA at its Aligarh Unit in Uttar Pradesh. With
this commissioning, the total cement grinding capacity
of the Aligarh Unit has increased to1.95 MTPA.

The enhanced capacity will strengthen the Company's
ability to serve its key markets more efficiently, improve
market penetration and optimize logistics, thereby
enhancing overall operational efficiency. Consequently,
the Company's total grey cement manufacturing
capacity has increased to 5.60 MTPA.

During the year under review, the Company participated
in the forward e-auction conducted on 21st April, 2026
through MSTC's e-auction portal pursuant to the Notice
Inviting Tender (NIT) issued by the Directorate of Mines
and Geology, Government of Rajasthan, Udaipur, for
the grant of a Mining Lease in respect of a Limestone
Block located in Jaisalmer, Rajasthan.

Pursuant to the said auction process, the Company
was declared the "Preferred Bidder" for the aforesaid
Mining Lease bythe Directorate of Mines and Geology,
Government of Rajasthan.

3. DIVIDEND

The Board of Directors, at its meeting held on
16th May, 2026, has recommended a final dividend of
? 1.50 per equity share (15% on the face value of ?10

each) for the financial year ended 31 st March, 2026.
The proposed final dividend is subject to the approval
ofthe shareholders at the ensuing 50th Annual General
Meeting ("AGM").

Upon approval by the shareholders, the final dividend
will be paid to those members whose names appear
in the Register of Members of the Company or in the
records of the Depositories as beneficial owners of
the equity shares as on the Record Date, i.e., Friday,
14th August, 2026.

Pursuant to the provisions ofthe Income-tax Act, 2025,
dividends are taxable in the hands of the shareholders.

Accordingly, the Company shall deduct tax at source
(TDS), as applicable, before making payment of the
final dividend.

The Board has recommended the aforesaid dividend
after taking into consideration the Company's financial
performance, cash flows, future capital requirements,
and other relevant financial and non-financial factors,
in accordance with the Company's Dividend Distribution
Policy.

The Dividend Distribution Policy is available on the
website of the Company at
https://www.mangalamcement.com/pdf/policy/Divi
dend_distribution_policy.pdf

4. TRANSFER TO GENERAL RESERVE

The Directors have not proposed to transfer any amount
tothe General Reserve.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis ("MD&A")
Report, prepared in accordance with Regulation 34(2)(e)

of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a
separate section of this Annual Report and forms an
integral part hereof.

The MD&A Report, inter alia, provides a comprehensive
review ofthe industry structure and developments, the
macroeconomic environment, the Company's
operational and financial performance, the state of its
business affairs, key risks and concerns, risk mitigation
measures, opportunities, outlook, and other significant
developments during the financial year under review.

6. WIND TURBINES

The Company owns 13 Wind Turbines with a total
capacity of 13.65 MW. During the year, total generation
from all the turbines together was 134.16 lakhs Kwh.

7. CAPTIVE THERMAL POWER PLANT

Your Company has a 35MW (17.5x2) of captive
Thermal Power Capacity and during the year the total
generation was 1,441.48 lakhs Kwh from the Captive
Power Plant (CPP). It has also secured sufficient long¬
term sourcing for its requirement of Thermal Coal for
the CPP.

8. WASTE HEAT RECOVERY PLANT

The Waste Heat Recovery (WHR) Power Plant of 11
MW is running at its optimum capacity. This lowers
the power costs for the Company as well as, shall help
to lower the impact of any fuel and power cost rise in
future. The total generation from the Waste Heat
Recovery Plant during the year was 791.52 lakhs Kwh.

9. SOLAR POWER

The Solar Panels of 0.50 MW installed at the Aligarh
Unit, as per the operational requirement, are fully
operational and generated 5,66,105 units of electricity
during the Financial Year 2025-26. Additional, Solar
Capacity of 1.80 MW is under installation at Aligarh
Unit and shall be completed by June, 2026, thus, total
installed solar capacity at the Ailgarh unit will be 2.30
MW.

As part of its renewable energy strategy, the Company
executed a Power Purchase Agreement (PPA) and
acquired the requisite captive equity stake in Suryadeep
RJ-1 Projects Private Limited for procurement of solar
power under the Captive Open Access framework.

Pursuanttothe arrangement, Suryadeep RJ-1 Projects
Private Limited has developed a 15.17 MW (AC) / 22
MW (DC) Solar Power Plant at Barmer District,
Rajasthan, under the Group Captive Generation
mechanism through an Open Access Solar Photovoltaic
(PV) project on a Build-Own-Operate (BOO) basis.

The solar power project is under commissioning and
is expected to commence power supply under the
Short Term Open Access ('STOA') mechanism byJune
2026, subject to successful stabilisation and necessary
approvals, supporting increased renewable energy
usage, lower energy costs, and enhanced sustainability.

10. FINANCE

During the period under review, the Company has made
repayment/pre-payment of term loan of ? 7,247.34
Lakhs to various banks.

During the period under review, the Company has
availed various long-term and short-term credit facilities

from various bankers from time to time as required.

11. RISKMANAGEMENT

Pursuant to the provisions ofthe Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
formulated a comprehensive Risk Management Policy
to identify, assess, monitor and mitigate risks that may
impact its business objectives. The Company has
identified key business risks and implemented
appropriate mitigation measures to effectively manage
such risks. A detailed discussion on the principal risks
and the corresponding mitigation strategies forms
part of the Management Discussion and Analysis
section ofthisAnnual Report.

The Board of Directors has constituted a Risk
Management Committee to oversee the
implementation and effectiveness ofthe Company's
risk management framework. The composition of the
Committee and details ofthe meetings held during
the financial year 2025-26 are provided in the Corporate
Governance Report, which forms an integral part of
this Annual Report.

12. CREDITRATINGS

During the year under review, CARE Ratings Limited
("CARE") has reaffirmed the existing rating for long
term bank facilities/instruments of the Company as
CARE A Stable (Single A plus; outlook: stable).
Further, CARE has also reaffirmed its rating for
Company's short term facilities as CARE
A ;Stable/CARE A1 (AOneplus outlook: stable).
Further, CARE has also reaffirmed its rating for
Company's commercial paper issuance as CARE A1
stable (A One plus; outlook: stable).

13. INSURANCE

Adequate insurance cover has been taken for the
properties ofthe Company including buildings, plant
and machinery and inventories.

14. CHANGES IN SHARE CAPITAL

During the year under review, there was no change in
the paid-up share capital ofthe Company.

15. COMMITTEES OF THE BOARD

In line with the principles of good corporate governance,
to ensure the effective discharge of its roles and
responsibilities, and in compliance with the applicable
provisions of law, the Board of Directors has constituted
the following Committees of the Board:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholder's Relationship Committee;

iv) Risk Management Committee;

v) Corporate Social Responsibility Committee;

vi) ShareTransferCommittee;and

vii) Investment Committee

viii) TCWG Committee

The details of the Committees along with their
composition, number of meetings held during the
financial year 2025-26, and attendance at the meetings,
powers, terms of reference and other related matters
of the Committees are provided in detail in the
Corporate Governance Report, which forms part of
Annual Report.

16. NUMBEROFTHEBOARDMEETINGS

During the financial year 2025-26, the Board of Director
of the Company met Four (4) times i.e. 10th May 2025,
8th August, 2025, 8th November, 2025 and
6th February, 2026.

The intervening gap between the meetings was within
the period prescribed underthe Companies Act, 2013
and SEBI Listing Regulations. The Board meetings are
conducted in due compliance with and following the
procedures prescribed in the Companies Act, 2013
and rules framed thereunder, including Secretarial
Standards and the Listing Regulations.

The detailed information on the meetings ofthe Board
is included in the report on Corporate Governance with
which forms part ofAnnual Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board comprises an appropriate mix of Executive
and Non-Executive Directors possessing extensive
experience and expertise across diverse fields,
including corporate finance, strategic management,
accounting, legal affairs, marketing, brand building,
social initiatives, general management and business
strategy. This diverse composition enablesthe Board
to provide effective leadership, strategic direction and
sound governance to the Company.

In accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, all Directors, other than the Independent
Directors, are liable to retire by rotation and, being
eligible, offerthemselves for re-appointment.

(1) Appointment/Resignation/Cessation
Based on the recommendation ofthe Nomination and
Remuneration Committee, the Board of Directors, by
way of a Circular Resolution approved on 3rd May,
2025, appointed Shri Ajit Cherian Kuruvilla (DIN:
11087659) as a Non-Executive Independent Director
of the Company under the provisions of Sections 149,
150 and 152 of the Companies Act, 2013, read with
the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, for a term of five (5) consecutive years
commencing from 3rd May, 2025 up to 2nd May, 2030,
subject to the approval of the shareholders.
Subsequently, the shareholders of the Company
approved the appointment of Shri Ajit Cherian Kuruvilla
as a Non-Executive Independent Director by passing
a Special Resolution through Postal Ballot conducted
in accordance with the provisions ofthe Companies
Act, 2013, the rules made thereunder and the applicable
MCA Circulars. The results ofthe Postal Ballot were
declared on 21st July, 2025, confirming his
appointment for a term of five (5) consecutive years
with effect from 3rd May, 2025.

Pursuant to the provisions of Section 2(51) and Section
203 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following
officials were the Key Managerial Personnel ("KMP")
of the Company as on 31st March, 2026:

(i) Shri Anshuman Vikram Jalan, Chairman & Whole¬
time Director

(ii) Shri Yaswant Mishra, Executive Director & CFO

(iii) Shri Pawan Kumar Thakur, Company Secretary
During the year, the Independent Directors of the
Company had no pecuniary relationship or transactions
with the Company, other than sitting fee to attend the
meetings ofthe Board and its Committees.

(2) Retirement by rotation and subsequent
re-appointment

Pursuant to the provisions of Section 152(6)(c) of the
Companies Act, 2013 and the Articles of Association
of the Company, Shri Gaurav Goel (DIN: 00076111),
Non-Executive Non-Independent Director, being the
Director longest in office and liable to retire by rotation,
will retire at the ensuing 50th Annual General Meeting
("AGM"). Being eligible, he has offered himselffor re¬
appointment.

Based on the recommendation ofthe Nomination and
Remuneration Committee, the Board of Directors has
recommended his re-appointment for the approval of
the shareholders. His re-appointment as a Director
retiring by rotation at the 50th AGM shall not constitute
a break in the continuity of his office as a Non-Executive
Non-Independent Director of the Company.

The requisite details of Shri Gaurav Goel, as required
under Regulation 36(3) ofthe SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard on General Meetings (SS-2), are
provided in the Annexure to the Notice convening the
50th Annual General Meeting.

(3) Directors and Officers Insurance (D&O)

In accordance with the provisions of Regulation 25(10)
of the Listing Regulations, the Company actively
maintains a Directors and Officers (D&O) Liability
Insurance policy for all its Directors and Officers to
mitigate the associated liabilities.

18. DECLARATION BY INDEPENDENT DIRECTORS OF THE
COMPANY

For the financial year 2025-26, all the Independent
Directors ofthe Company have submitted declarations
confirming that they meet the criteria of independence
prescribed under Section 149(6) read with Section
149(7) of the Companies Act, 2013 and Regulation
16(1 )(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). They have also affirmed compliance
with the Code of Ethics and Business Principles of the
Company in accordance with Regulation 26(3) ofthe
SEBI Listing Regulations, as amended.

The Independent Directors have also confirmed that
they are registered with the Indian Institute of Corporate
Affairs (IICA), Manesar, in compliance with the
requirements of Rule 6 ofthe Companies (Appointment
and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of the
Independent Directors, including the Code for
Independent Directors, are available on the Company's
website at www.mangalamcement.com.

Further, pursuantto Section 164(2) ofthe Companies
Act, 2013, all the Directors have furnished declarations
in Form DIR-8 confirming that they are not disqualified
from being appointed or continuing as Directors ofthe
Company.

In opinion of the Board, Independent Directors fulfil
the conditions specified in the Companies Act, 2013,
read with Schedules and Rules issued thereunder as
well as under Listing Regulations and are independent
from Management.

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of the requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of SEBI Listing
Regulations, a separate meeting ofthe Independent Directors
was held on 27th March, 2026. The Independent Directors at
the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and the
Board as a whole;

• Performance of the Chairman of the Company, taking
into account the views of Non-Executive Independent
Directors; and

• Assessed the quality, quantity, and timeliness ofthe
flow of information between the Company management
and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

20. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

The details ofthe familiarization programme undertaken
during the year have been provided in the Corporate
Governance Report along with a weblinkthereof.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e.,
SS-1 and SS-2 relating to Meeting ofthe Board of Directors
and General Meeting, respectively, have been duly followed
bythe Company.

22. 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 statements in terms of Section
134(3) (c) ofthe Companies Act, 2013:-

(i) that in the preparation of the Annual Accounts for the
year ended 31st March, 2026, the applicable accounting
standards have been followed and there are no material
departures from the same;

(ii) that the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view ofthe state of affairs ofthe
Company at the end of the financial year and of the
profit of the Company for that period;

(iii) that the Directors have taken proper and sufficient care
forthe maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(iv) that the Annual Accounts for the year ended 31 st March,
2026, have been prepared on a going concern basis;

(v) that the Directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively;

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

Based on the framework of Internal Financial Controls and
compliance systems established and maintained by the
Company, work performed by the Internal, Statutory, and
Secretarial Auditors and external consultants, including audit
of Internal Financial Controls over financial reporting by the
Statutory Auditors and the reviews performed by the
Management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the
Company's Internal Financial Controls are adequate and
effective during the financial year 2025-26.

The Directors have devised proper systems to ensure
compliance with the Provisions of all applicable secretarial
standards and that such systems are adequate and operating
effectively'

23. PARTICULARS OF REMUNERATION OF DIRECTORS , KEY
MANAGERIAL PERSONNELAND EMPLOYEES

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time are annexed and form a part of
this Report. Particulars ofthe employee as required under
Section 197(12) ofthe CompaniesAct,2013read with Rules
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, forms part ofthis Report.

However, in pursuance of Section 136(1) ofthe Companies
Act, 2013, this report is being sent to the shareholders ofthe
Company excluding the said remuneration. A statement
showing the names and other particulars of the employees
drawing remuneration over the limits set out in the said Rules
forms part ofthis Report. The said information is available
for inspection at the registered office ofthe Company during
working hours up to the date ofthe Annual General Meeting.
Any member interested in obtaining such information may
write to the Company Secretary and the same will be furnished
on request.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated a Corporate Social Responsibility
(CSR) Policy in accordance with the provisions of Section 135
of the Companies Act, 2013 read with the rules made
thereunder. The Policy provides the framework for undertaking
CSR initiatives aimed at promoting social welfare,
environmental sustainability and economic development, with
a preference for local areas and the communities surrounding
the Company's manufacturing facilities.

During the Financial Year 2025-26, the Company's CSR
obligation, being 2% of the average net profits of the preceding
three financial years, amounted to ?130.08 Lakhs. As the
Company had incurred excess CSR expenditure of ?6.38
Lakhs during the Financial Year 2024-25, the said excess
amount was set off in accordance with the applicable
provisions. Accordingly, the net CSR obligation for the Financial
Year 2025-26 stood at ?123.70 Lakhs.

During the year under review, the Company incurred CSR
expenditure aggregating ?225.92 Lakhs against the statutory
requirement of ?123.70 Lakhs. Consequently,the Company
spent an excess amount of ?102.22 Lakhs during the Financial
Year 2025-26, which shall be eligible for set-off against CSR
obligations of the succeeding financial years, in accordance
with the applicable provisions of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

Pursuant to Section 135(4) ofthe CompaniesAct, 2013 read
with Rule 8 ofthe Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Annual Report on CSR activities,
containing the prescribed particulars, is annexed to this Board's
Report and forms an integral part of the Annual Report.

The Composition of the Corporate Social Responsibility
Committee (CSR) is as under:

The Corporate Social Responsibility (CSR) Policy as approved
by the Board is uploaded on the Company's website at the
web link: https://www.mangalamcement.com/pdf/Corporate-
Social-Responsibility(CSR)Policy.pdf

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to fostering a safe, inclusive,
respectful, and supportive workplace where its core values
are reflected through appropriate conduct and behaviour. A
positive work environment and an enriching employee
experience remain integral to the Company's organizational
culture.

The Company is committed to providing a workplace that is
free from discrimination, harassment, and intimidation,
including sexual harassment, and ensures equal opportunity
and dignity for all employees. It regularly sensitizes employees
on the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act"), and promotes awareness regarding conduct
that may constitute sexual harassment. The Company has
also established a robust mechanism to enable employees
to report concerns and seek prompt and effective redressal
of complaints in accordance with the provisions of the POSH
Act.

In compliance with the provisions of Section 4 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has constituted an
Internal Complaints Committee ("ICC") to address and redress
complaints relating to sexual harassment at the workplace.

During the financial year 2025-26, no complaint of sexual
harassment was received by the Internal Complaints
Committee.

Your Company has a Policy on "Prevention of Sexual
Harassment of Women at Workplace" and matters connected
therewith or incidental thereto covering all the aspects as
contained under "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013".
The said Policyofthe Company is available on the Company's
website, at the web link: https://www.mangalamcement.com/
pdf/Policy-Sexual-Harassment-Policy.pdf

26. FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The Financial Statements of the Company for the financial
yearended March 31,2026 have been prepared in accordance

with the provisions of the Companies Act, 2013, the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
("SEBI Listing Regulations"), and the applicable Indian
Accounting Standards (Ind AS) prescribed under Section 133
of the Companies Act, 2013, read with the rules made
thereunder and other applicable statutory provisions.

The Audited Financial Statements, together with the
Independent Auditors' Report thereon, form an integral part
ofthis Annual Report.

27. STATUTORY AUDITOR'S AND THEIR REPORT

M/s. Singhi & Co., Chartered Accountants (Firm Registration
No. 302049E), were appointed as the Statutory Auditors of
the Company for a second term of five consecutive years at
the 46th Annual General Meeting ("AGM") ofthe Company.
Their present term of office shall conclude at the ensuing
51stAGM.

The Company has received the requisite written consent and
a certificate confirming their eligibility for appointment as
Statutory Auditors in accordance with the provisions of
Sections 139 and 141 ofthe CompaniesAct, 2013("the Act"),
read with the rules made thereunder. The Statutory Auditors
have also confirmed that they hold a valid Peer Review
Certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India (ICAI), as required under
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
("SEBI Listing Regulations").

The Independent Auditors' Report issued by M/s. Singhi &
Co., Chartered Accountants, on the Standalone Financial
Statements of the Company for the financial year ended March
31, 2026 forms an integral part of this Annual Report. The
Report does not contain any qualification, reservation, adverse
remark, or disclaimer of opinion. The Notes to the Financial
Statements referred to in the Auditors' Report are self¬
explanatory and, therefore, do not call for any further comments
by the Board.

Further, during the financial year under review, the Statutory
Auditors have not reported any fraud under Section 143(12)
of the Companies Act, 2013. Accordingly, no disclosure is
required under Section 134(3)(ca) of the Act.

28. COST AUDITOR AND COST AUDIT REPORT

Pursuant to the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, the Board of Directors, on the recommendation
of the Audit Committee, has appointed M/s. J. K. Kabra & Co.,
Cost Accountants, New Delhi, as the Cost Auditors of the
Company to conduct the audit of the cost records of the
Company for the financial year 2026-27.

In accordance withthe provisions ofthe CompaniesAct,2013
and the Rules made thereunder, the remuneration payable to
the Cost Auditors is subject to ratification by the shareholders.
Accordingly, a resolution seeking ratification of their
remuneration forms part ofthe Notice convening the ensuing
Annual General Meeting.

The Company has maintained the requisite cost records as
specified under Section 148 of the Companies Act, 2013, read
with the Companies (Cost Records and Audit) Rules, 2014, in

respect of its manufacturing activities.

The CostAudit Report forthe financial year 2024-25 was filed
with the Ministry of Corporate Affairs on September 2,2025,
within the prescribed timelines. The Cost Audit Report did not
contain any qualification, reservation, or adverse remark.

29. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24Aofthe Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended ("SEBI Listing Regulations"), the
shareholders of the Company, on the recommendation of the
Board of Directors, approved the appointment of M/s. Pinchaa
& Co., Company Secretaries (Firm's UCN: P2016RJ051800
and Peer Review Certificate No. 832/2020), as the Secretarial
Auditors of the Company for a term of five consecutive
financial years, from FY 2025-26 to FY 2029-30, at the 49th
Annual General Meeting held on Friday, 22nd August, 2025.

Accordingly, the said appointment continues to remain valid
for the financial year 2026-27 and no fresh appointment is
required. The Company has received the requisite consent
and confirmation from M/s. Pinchaa & Co. regarding their
eligibility and willingness to continue as the Secretarial Auditors
ofthe Company forthe financial year 2026-27 in accordance
with the applicable provisions of the Companies Act, 2013
and the Rules made thereunder.

The Secretarial Audit Report for the financial year ended
31st March, 2026 is annexed to this Report and forms an
integral part hereof. The Report is self-explanatory and does
not contain any qualification, reservation, adverse remark, or
disclaimer requiring any explanation or comments from the
Board.

Further, during the financial year under review, the Secretarial
Auditor did not report any fraud under Section 143(12) of the
Companies Act, 2013. Accordingly, no disclosure is required
under Section 134(3)(ca) oftheCompanies Act, 2013.

The Secretarial Auditor has also issued the Annual Secretarial
Compliance Report for the financial year 2025-26 pursuant
to Regulation 24A ofthe SEBI Listing Regulations, which has
been duly submitted to the Stock Exchanges within the
prescribed timeline

30. QUALIFICATION, RESERVATION, OR ADVERSE
REMARK IN THE AUDIT REPORTS

There is no qualification, reservation, or adverse remark made
by the Statutory and Secretarial Auditors in their Audit Reports
issued bythem.

31. LOANS, GUARANTEES, SECURITY AND INVESTMENT

During the financial year under review, the Company has made
investments and, wherever required, provided loans,
guarantees and securities in compliance with the provisions
of Section 186 ofthe Companies Act, 2013 and after obtaining
the requisite approvals.

The particulars of the loans, guarantees, securities and
investments covered under the provisions of Section 186 of
the Companies Act, 2013 are disclosed in the Notes forming

part ofthe Standalone Financial Statements.

32. PARTICULARS OF CONTRACT OR ARRANGEMENT
WITH RELATED PARTIES

All Related Party Transactions entered into by the Company
during the financial year were in the ordinary course of business
and on an arm's length basis.

During the year under review, the Company did not enter into
any Related PartyTransaction that was material in terms of
the Company's Policy on Materiality of Related Party
Transactions or the provisions of Regulation 23 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
("SEBI Listing Regulations"). Accordingly, no shareholder
approval was required for any Related Party Transaction
during the year.

Further, no contract or arrangement with related parties falling
within the scope of Section 188(1) of the Companies Act,
2013was entered into during the financial yearthat required
disclosure in Form AOC-2 pursuant to Section 134(3)(h) of
the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules,2014.Accordingly,thedisclosurein Form
AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit
Committee for its prior approval. The Audit Committee also
grants omnibus approval for Related Party Transactions of
a repetitive nature, in accordance with the applicable provisions
of the Companies Act, 2013 and the SEBI Listing Regulations.

The Company has formulated a Policy on Related Party
Transactions in compliance with the provisions of the
Companies Act, 2013and the SEBI Listing Regulations. During
the year under review, the Policy was revised to align it with
the amendments made to the SEBI Listing Regulations.

The said Policy is available on the Company's website:
https://www.mangalamcement.com/pdf/policy/Related-Party-
Transaction-Policy_15042025.pdf

33. PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS AS
REQUIRED UNDER SCHEDULE V OF SEBI LISTING
REGULATIONS

The details ofthe related party disclosures with respect to
loans/advances/ investments at the year-end, and the
maximum outstanding amount thereof during the year as
required under Part A of Schedule V of SEBI Listing Regulations
have been provided in the Notes to the Financial Statements
ofthe Company.

Further, in terms of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018, the transactions with
person/entity belonging to the promoter/ promoter group
holding 10% or more shareholding in the Company are as
under:

34. ANNUAL RETURN

As required under section 92(3) ofthe Companies Act, 2013
read with the Companies (Management And Administration)
Rules, 2014as amended from timetotime,theAnnual Return
of the Company as on 31st March, 2026, is available on the
Company's website, at https://www.mangalamcement.com/
others.php.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The relevant details in this regard have been provided in the
Corporate Governance Report annexed and forms an integral
part ofthis Report.

36. CODE OF CONDUCT FOR THE DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL

The Code of Conduct for the Directors and Senior Management
Personnel has been posted on the Company's website,
www.mangalamcement.com.

The Chairman & Whole-time Director of the Company has
given a declaration that all the Directors and Senior
Management Personnel concerned, affirmed compliance with
the Code of Conduct with reference to the year ended
31st March, 2026, and a declaration is attached with the
Annual Report.

37. CEO/CFO CERTIFICATION

Pursuantto Regulation 17(8) read with Part B ofSchedule II
ofthe SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Chairman &
Whole-time Director and the Chief Financial Officer ofthe
Company are required to furnish an annual compliance
certificate to the Board of Directors relating to the financial
statements, internal controls over financial reporting and other
matters specified therein.

The requisite certificate for the financial year 2025-26, duly
signed by the Chairman & Whole-time Director and the Chief
Financial Officer, forms part of this Annual Report.

Further, in accordance with Regulation 33(2) ofthe Listing
Regulations, the Chairman & Whole-time Director and the
Chief Financial Officer also provide the requisite quarterly
certification to the Board with respect to the financial results
before the same are approved and submitted to the Stock
Exchanges.

38. NODAL OFFICER

Shri Pawan Kumar Thakur, Company Secretary, is the Nodal
Officer of the Company under the provisions of IEPF. The
details ofthe Nodal Officer are available on the Company's
website www.mangalamcement.com.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8(3) ofthe Companies
(Accounts) Rules, 2014 relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo
is annexed and forms an integral part of this Report.

40. CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended ("SEBI Listing

Regulations"), a separate Report on Corporate Governance
for the financial year 2025-26 forms an integral part of this
Annual Report. The requisite certificate from M/s. Singhi &
Co., Chartered Accountants, Statutory Auditors of the
Company, confirming compliance with the conditions of
Corporate Governance as stipulated under the SEBI Listing
Regulations, forms part ofthe Corporate Governance Report.

Further, the certificate issued by M/s. Pinchaa & Co., Company
Secretaries, Secretarial Auditors ofthe Company, certifying
that none ofthe Directors ofthe Company has been debarred
or disqualified from being appointed or continuing as a director
by the Securities and Exchange Board of India, the Ministry
of Corporate Affairs, or any other statutory or regulatory
authority, also forms part ofthe Corporate Governance Report.

41. COMPOSITION OF AUDIT COMMITTEE

In line with the provisions of Section 177(8) of the Companies
Act. 2013. the composition of Audit Committee is as below:

The recommendations of Audit Committee as and when made
to Board, have been accepted by it.

42. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In compliance with the provisions of section 177 of the
Companies Act, 2013 and Regulation 22 of the Listing
Regulations, as amended from time to time, the Company
has in place the Whistle Blower Policy and vigil mechanism
for Directors, employees and other stakeholders which
provides a platform to them for raising their voice about any
breach of code of conduct, financial irregularities, illegal or
unethical practices, unethical behaviour, actual or suspected
fraud. Adequate safeguards are provided against victimization
to those who use such mechanism and direct access to the
Chairman of the Audit Committee in appropriate cases is
provided. The Policy ensure that strict confidentiality is
maintained whilst dealing with concerns and also that no
discrimination is made against any person. The Whistle Blower
Policy and Vigil Mechanism may be accessed on the
Company's website at https://www.mangalamcement.com/
pdf/policy/WISTLE-BLOWER-POLICY_Final.pdf

43. ANNUAL EVALUATION OF BOARD PERFORMANCE AND
PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors carried out an annual
performance evaluation of (i) the Board as a whole; (ii) the
Individual Directors; (iii) the Chairman of the Board; and (iv)
the Committees ofthe Board forthe Financial Year 2025-26.

The performance of the Board was evaluated on various
parameters, including, inter alia, its composition and structure,
effectiveness of Board processes, quality and timeliness of
information, conduct of Board meetings, discharge of its
responsibilities, strategic oversight and overall governance.

The performance ofthe Committees wasevaluated, inter alia,
on the basis of the discharge of their respective roles and
responsibilities, adequacyoftheircomposition, effectiveness
of deliberations, quality of recommendations and the conduct
of Committee meetings.

The performance ofthe Individual Directors was evaluated
taking into consideration various factors, including their
attendance and meaningful participation in Board and
Committee meetings, contribution to strategic discussions
and decision-making, professional expertise, independence
of judgment and guidance and support provided to the
Management beyond Board and Committee meetings.

The Independent Directors, at their separate meeting, evaluated
the performance ofthe Non-Independent Directors,the Board
as a whole and the Chairman ofthe Board. The Nomination
and Remuneration Committee also carried out an evaluation
of the performance of each Director, the Board and its
Committees, and the Board considered the outcome of such
evaluation. The performance of the Independent Directors
was evaluated by the entire Board, excluding the Director
being evaluated.

The evaluation was conducted through a structured process
in accordance with the criteria laid down in the Nomination
and Remuneration Policy. The feedback received from the
Directors was deliberated upon by the Board, taking into
consideration the views expressed during the evaluation
process.

Based on the outcome of the evaluation, the Board noted with
satisfaction that it and its Committees continue to function
effectively and efficiently, and that the Directors have made
valuable contributions towards the Company's governance,
strategic direction and overall performance.

44. KEY PARAMETERS FOR THE APPOINTMENT OF DIRECTORS
& KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated
a comprehensive Nomination and Remuneration Policy
governing the appointment, remuneration and evaluation of
Directors, Key Managerial Personnel (KMP) and Senior
Management Personnel. The Policy is designed to attract,
motivate and retain high-calibre talent and to ensure that
remuneration is fair, competitive and aligned with the
Company's long-term objectives.

The Policy applies to the Directors, KMPs, Senior Management
Personnel and other employees of the Company. The
Company's remuneration philosophy is aimed at attracting
and retaining the best talent in the industry through a balanced
and competitive compensation framework.

The remuneration payable to the Executive Directors, KMPs
and Senior Management Personnel is recommended by the
Nomination and Remuneration Committee after considering,
inter alia, the individual's qualifications, experience,
responsibilities, performance, industry benchmarks and the
Company's remuneration structure. The overall remuneration
comprises fixed components, including salary, allowances

and perquisites, and variable components, such as
performance-linked incentives and/or commission, wherever
applicable.

The remuneration payable to the Non-Executive Directors,
including commission, if any, is determined bythe Board of
Directors based on the recommendation ofthe Nomination
and Remuneration Committee, in accordance with the
provisions ofthe Companies Act, 2013 and within the limits
approved bythe shareholders.

45. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy ofthe Company
inter-alia lays down the constitution and role ofthe Nomination
and Remuneration Committee and providethe frameworkfor
appointment, resignation, remuneration and evaluation of
Directors, Key Managerial Personnel and senior management.
The policy has been framed with the objective:-

(a) to formulate the criteria for determining qualifications,
competencies, positive attributes and independence for
appointment of Directors of the Company;

(b) to ensure that appointment of directors, key managerial
personnel and senior managerial personnel and their removals
are in compliance with the applicable provisions ofthe Act
and the Listing Regulations.

(c) to set out criteria for the evaluation of performance and
remuneration of directors, key managerial personnel and
senior managerial personnel;

(d) to recommend policy relating to the remuneration of Directors,
KMPs and Senior Management Personnel to the Board of
Directors to ensure:

(i) The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate directors
and employees to effectively and qualitatively discharge
their responsibilities;

(ii) Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;

(iii) Align the growth of the Company and development of
employees and accelerate the performance;

(iv) to adopt best practices to attract and retain talent by
the Company; and

(e) to ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of
performance of Board, its Committees and individual Directors
to be carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external
agency and review its implementation and compliance. The
Nomination and Remuneration policy of the Company can be
accessed at https://www.mangalamcement.com/
pdf/policy/Nomination-&-Remuneration-Policy_F.pdf

46. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial
control systems commensurate with the size, scale and
complexity of its operations. These controls are designed to
ensure the orderly and efficient conduct of business,
safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting records,
timely preparation of reliable financial information, operational
efficiency, and compliance with applicable statutory and
regulatory requirements.

The effectiveness of the internal control framework is
supported by a risk-based internal audit function carried out
by an independent firm of Chartered Accountants in
accordance with an Audit Committee-approved annual audit
plan. The internal auditors periodically review key business
processes and internal controls and submit their reports to
the Audit Committee.

The Audit Committee regularly reviews the internal audit
findings, evaluates the adequacy and effectiveness of the
internal financial control systems, monitors the implementation
of corrective actions, and provides guidance to strengthen
the overall control environment, wherever necessary.

Based on the reviews carried out during the year, the Board
is ofthe opinion that the Company's internal financial controls
over financial reporting were adequate and operating
effectively as at 31st March, 2026.

47. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

The Business Responsibility & Sustainability Reporting (BRSR)
as stipulated under Regulation 34(2)(f) ofthe SEBI (Listing
Obligationsand Disclosure Requirements) Regulations,2015,
describing the initiatives taken by the Company from
environment, social and governance perspective forms part
ofthe Annual Report.

A separate section of Business Responsibility & Sustainability
Reporting forms part ofthisAnnual Report as required under.

48. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

The Company hastransferred a sum of? 1,30,185.50 (Rupees
One lakh Thirty Thousand One Hundred Eighty Five and Fifty
Paise only) during the financial year 2025-26 to the Investor
Education and Protection Fund established by the Central
Government in compliance with section 125 of the Companies
Act, 2013. The said amount represents unclaimed dividends
which were lying with the Company for a period of 7 years
from their respective due dates of payment.

Further, in terms of Section 125(6) of the Companies Act,
2013read with Investor Education and Protection Fund (IEPF)
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (as amended from time to time), the Company has
transferred 6,255 (SixThousand Two Hundred Fifty Five Only)
equity shares in respect of which dividends have remained
unclaimed for a period of seven consecutive years to the IEPF
Account established by the Central Government.

49. MATERIAL CHANGES AND COMMITMENTS AFFECTING
AFTER THE CLOSE OF FINANCIAL YEAR

There has been no material changes and commitments which
have occurred afterthe close ofthe financial yeartill the date
ofthis Report, affecting the financial position ofthe Company.

50. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE

No significant and material orders have been passed by the
Regulators or Courts or Tribunals which would impact the
going concern status ofthe Company and its future operations.

51. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
COMPANIES

Your Company does not have any Subsidiary, Associates and
JointVenture Company.

Your Company holds 33.16% in Suryadeep RJ1 Projects Private
Limited, ('Investee'). However, Company does not exercise
significant influence or control on decisions ofthe investees.
Hence, it is not being construed as Associate Company. This
investment is included in "Note 7 - Financial Assets Investment"
under investment measured at fair value through Profit & Loss
in the Financial Statements.

52. CHANGES IN NATURE OF BUSINESS

During the year under review, there was no changes in the
nature of business.

53. REPORTING OF FRAUD BY THE AUDITORS

No fraud has been reported by the Auditors under Section
143(12) of the Act. Therefore, no further disclosures are
required underSection 134(3)(ca) oftheAct.

54. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits
from the public within the meaning of section 2(31) and 74
of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014during the year and as
such, no amount of principal or interest on deposit was
outstanding as ofthe balance sheet date.

55. AWARDS

Your Directors are pleased to inform you that your Company
has received the following awards during the year 2025-2026:

36th Mines Environment & Mineral Conservation Week 2025¬
2026

Your Company's Morak Limestone Mine was honoured with
the following awards at the Prize Distribution Ceremony of
the 36th Mines Environment & Mineral Conservation Week
2025-26, held at Jodhpur on 17th January, 2026 under the
aegis of the Indian Bureau of Mines. These awards were
conferred in recognition ofthe Mine's outstanding performance
and sustained efforts towards environmental protection,
mineral conservation and adoption of sustainable mining
practices:-

Your Company's Gagrana Limestone Mine was honoured with
the following awards at the Prize Distribution Ceremony of
the 36th Mines Environment & Mineral Conservation Week
2025-26, held at Jodhpur on 17th January, 2026 under the
aegis of the Indian Bureau of Mines. These awards were
conferred in recognition ofthe Mine's exemplary performance
in environmental management, mineral conservation and
adoption of sustainable mining practices:

38th Mines Safety Week 2025-26

Your Company's Gagrana Limestone Mine was honoured
with the following award at the Final Day Function of the 38th

Mines Safety Week 2025-26, held at Bikaner on 16th December,
2025 under the aegis of the Directorate General of Mines
Safety. The award was conferred in recognition ofthe Mine's
commendable performance in mine safety, occupational
health and implementation ofsafe mining practices:

39TH MINES SAFETYWEEK-2025-2026

Your Company's Morak Limestone Mine was honoured with
the following awards at the Prize Distribution Ceremony of
the 39th Mines Safety Week 2025-26, held at Bikaner on 16th
December, 2025 under the aegis ofthe Directorate General
of Mines Safety. These awards were conferred in recognition
of the Mine's outstanding performance in mine safety,
occupational health and adoption of safe mining practices:

40TH MINES SAFETY WEEK 2026-27

Your Company was also honoured with the Running Trophy
and Flag for successfully hosting the 40th Mines Safety Week
2026-27. This recognition reflects the Company's unwavering
commitment to maintaining the highest standards of mine
safety, occupational health and employee welfare, while
fostering a strong culture of safe and sustainable mining
practices.

FIVE STAR RATING AWARD:

The Company's Morak Limestone Mine was honoured with
the prestigious Five Star Rating Award for the year 2023-24
at a ceremony held on 7th July, 2025 at the Rajasthan
International Centre, Jaipur. The award was presented by
Shri G. Kishan Reddy, Hon'ble Minister of Coal and Mines,
Govt. of India in recognition of the Mine's exemplary
commitment to sustainable mining practices, environmental
stewardship, scientific mining operations and the highest
standards of safety.

56. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required
in respect of the following matters as there were no such

transactions during the year under review:

1) Issue of Equity Shares with differential rights as to
dividend, voting or otherwise;

2) Issue of Equity Shares (including Sweat Equity Shares)
to employees of your Company, under any scheme;

3) Your Company has not resorted to any buy back of its
Equity Shares during the year under review;

4) Revision in Financial Statements of the Company- Not
applicable

5) Chairman & Whole-time Director of your Company
received any remuneration or commission during the
year, from any of its subsidiaries; Not applicable

6) Any one time settlement with any Bank or Financial
Institution requiring disclosures under applicable
provisions- Not Applicable

7) The details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof -
Not Applicable; and

8) The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status
as at the end of the financial year- Not Applicable

ACKNOWLEDGEMENTS

The Board of Directors wishes to extend heartfelt gratitude to various
stakeholders, who have contributed significantly during the past
year. We acknowledge the dedicated efforts of our executives, staff
and workers. Their tireless commitment ensure our continued
success.

Your Directors wish to convey their gratitude and place on record
their appreciation for all the employees at all levels for their hard
work, solidarity, cooperation and dedication during the year.

Your Directors also thank to customers, shareholders, vendors,
bankers, business associates, regulatory and government authorities
for their continued support.

For and on behalf of the Board of Directors

Anshuman Vikram Jalan, Chairman, (DIN: 01455782), Place: Kolkata
Himalyani Gupta, Director, (DIN: 00607140), Place: New Delhi
^{Date : 16th May},²⁰²⁶ Yaswant Mishra, Executive Director & CFO, (DIN: 00305109), Place: Kolkata