The Directors are pleased to present the 67^th Annual Report
together with the audited financial statements of
HeidelbergCement India Ltd. (the Company) for the financial
year ended 31 March 2026 (FY26).

THEYEAR IN RETROSPECT

The year started with mixed sentiments after the Indo - Pak
conflict in April reaching peak intensity in May 2025. A
ceasefire was announced, and the country breathed a sigh of
relief. But that was short-lived, soon after that the US Govt.
imposed an initial "reciprocal tariff" on several Indian imports,
later adjusting the tariff structure. Gradually the tariffs
escalated further. Despite the shocks, the Indian economy
was stable during the year.

The economic growth was attributed to low inflation, which
was driven mainly by the effective management of fuel prices
despite ongoing wars, sanctions, and tariffs. Additionally, a
strong monsoon sustained momentum across both the
industrial and services sectors. This domestic resilience was
further supported by accommodative lending rates and low
interest rates on term deposits.

The upcoming election in Uttar Pradesh is expected to
provide impetus to infrastructure spending, housing, rural
demand and private construction in Central India. Although
the geopolitical developments, particularly the ongoing West
Asia conflict, continue to create uncertainty in the global

markets and commodity prices there is a risk of inflation and
currency depreciation. El Nino may pose a potential risk to
agricultural output, rural demand and food inflation. However,
lowering GST rates on cement from 28% to 18% will definitely
provide an impetus to the latent demand in cement.
Achievements in FY26

• Continue to produce mostly blended cement.

• TSR increase from 8.1% in FY25 to 10.63% in FY26.

• Share of non-grid power exceeded 50%.

• EBITDA of ? 584 per tonne up by 10%.

• Repaid interest free loan of ? 687 million, the Company is
now completely debt free.

• Cash and bank balance of ? 4,078 Million as on 31 March
2026.

• Continue to operate on negative net operating working
capital.

• Company declared as the Preferred Bidder for grant of
Two Mining Leases in Madhya Pradesh.

FINANCIAL HIGHLIGHTS / REVIEW OF OPERATIONS

During FY26, the Company sold 4.91 million tonnes of cement
& clinker compared to 4.52 million tonnes of cement and
clinker in FY25.

A snapshot of the Company’s financial performance for FY26
vis-a-vis FY25 is as under:

During the year under review, the global economy navigated
an environment shaped by geopolitical uncertainties,
evolving trade dynamics, and energy market fluctuations.
While inflationary pressures moderated across several major
economies, commodity price volatility and supply chain
disruptions persisted. Against this backdrop, India remained
one of the fastest-growing major economies, supported by
resilient domestic demand, sustained infrastructure
investments, and a stable policy environment.

Amidst this evolving macroeconomic landscape, Company
maintained its focus on operational excellence and cost
competitiveness. This was achieved through disciplined
procurement practices, digital transformation initiatives, and
leveraging the global sourcing expertise of the Heidelberg
Materials Group.

Although domestic fuel availability improved during the year,
quality inconsistencies posed ongoing operational
challenges. In response, the Company proactively optimized

its fuel basket by capitalizing on market opportunities and
increasing the use of alternative fuels. This strategic shift
successfully enhanced both cost efficiency and environmental
performance.

Despite a moderation in certain energy costs, logistics
expenditure remained elevated due to higher transportation
rates, increased vehicle maintenance expenses, and
intermittent constraints in truck availability. To mitigate these
pressures, the Company intensified its strategic sourcing
initiatives. Key actions included:

•Expanding the supplier base and developing alternative
vendors.

•Reducing dependence on original equipment
manufacturers (OEMs) where feasible.

• Driving wider adoption of digital procurement platforms.

•Shifting several critical activities in-house to reduce costs
and improve supply chain resilience.

The implementation of SAP Ariba Buying significantly
strengthened the Company’s procurement capabilities by
enhancing transparency, improving compliance, and
establishing end-to-end digital processes.

More broadly, digitalization continues to be a key enabler of
operational excellence across the organization. During the
year, the Company deployed advanced digital solutions
across manufacturing, sales and marketing, finance,
procurement, human resources, and compliance. These
initiatives aim to simplify operations, accelerate data-driven
decision-making, boost productivity, and minimize manual
intervention.

In line with the Heidelberg Materials Group's commitment to
achieving Net Zero Carbon, the Company continues to
reduce its dependence on conventional fossil fuels by
increasing the use of Alternative Fuels and Raw Materials
(AFR). Sustained investments in technology and process
improvements have progressively enhanced our Thermal
Substitution Rate (TSR), reinforcing our commitment to a
global decarbonization roadmap.

Furthermore, the Company actively promotes resource
efficiency and circularity by utilizing industrial by-products
such as fly ash, slag, and red mud. The production of fly ash-
based blended cement and the introduction of composite
cement in the Central India market have significantly lowered
clinker consumption, reduced carbon intensity, and
supported sustainable construction practices.

The Indian cement industry continues to witness intense
competition, making brand differentiation and customer
engagement increasingly critical. Building on the strong
equity of the mycem brand, the Company accelerated its
market positioning through a comprehensive brand refresh
program. Rooted in the rich legacy and German engineering
heritage of the Heidelberg Materials Group, this refreshed
identity has enhanced customer trust, deepened brand recall,
and reinforced our positioning across key markets.

As the Company expands its geographical footprint, it is
focusing equally on channel and consumer engagement to
drive brand affinity, deepen stakeholder relationships, and
establish mycem as the preferred choice in both existing and
emerging markets.

In parallel, the Company continues to advance its sales and
marketing excellence initiatives through Project Rise. Initially
launched to expand market reach, strengthen customer
engagement, improve sales force effectiveness, and achieve
superior price realization, the program has now evolved. It
currently drives operational excellence across all sales and
marketing workflows, enhances demand generation
activities, and integrates cutting-edge AI-based initiatives to
build a strong foundation for sustainable growth.

DIVIDEND

The Board has recommended dividend of INR 7 per share
(70%) for FY26, subject to the approval of the shareholders at
the ensuing AGM (Dividend for FY25, paid during FY26, was
? 7 per share). The proposed dividend for FY26 is expected to
absorb INR 1586.3 million. As the PAT is MINR 1339.7,
therefore, in accordance with the provisions of the
Companies (Declaration and Payment of Dividend) Rules,
2014, the Board has proposed to withdraw an amount of INR
246.6 million from the accumulated profits of the past financial
years.

In accordance with the provisions of the Income Tax Act, 1961,
the aforesaid dividend will be taxable in the hands of
shareholders but liable for Tax Deduction at Source (TDS) by
the Company at the applicable rates.

Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, requires top 1000 listed
companies based on market capitalization to formulate a
Dividend Distribution Policy. In compliance with the said
requirement, the Board of Directors had formulated a
Dividend Distribution Policy and the same is posted on the
Company’s website. The web-link to access the said policy is
as follows:https://www.mycemco.com/sites/default/files
/PDF/Policies/HCIL_Dividend_Distribution_Policy.pdf
Unclaimed Dividends

The respective due dates on which unclaimed amounts of
dividends pertaining to the prior years will be transferred to
‘Investor Education and Protection Fund’ (IEPF), constituted
by the Ministry of Corporate Affairs, are given below:

ENVIRONMENTAL SUSTAINABILITY

At HeidelbergCement India Limited, conserving nature is not
merely a commitment, it is an integral part of our core
business philosophy. The company regards nature as a vital
stakeholder in the value chain and are deeply committed to
embedding biodiversity conservation and ecosystem
preservation into every strategic decision.

The Company’s operations have demonstrated measurable
environmental benefits, including recording temperatures
approximately 0.98°C lower compared to nearby areas within
a 1 km radius. Extensive rainwater harvesting structures have
been implemented, enabling the Company to achieve a
water-positive status of 4.17 times. Strong Thermal
Substitution Rate (TSR) performance has been achieved
10.63% through investment in Alternative Fuel and Raw
Material (AFR) systems. Through co-processing in cement
kilns, large quantities of non-recyclable plastic waste are
safely disposed of, making the Company nearly 5.9 times
plastic negative. The Company has been recognized with the
Environment Excellence Award by Quality Circle Forum of
India for its environmental performance. This includes
outstanding contributions to rainwater harvesting initiatives at
plant colonies and in surrounding communities, as well as
support to government authorities in the safe disposal of
municipal legacy waste and seized narcotic materials on a
regular basis.

The Company actively promotes the use of industrial by¬
products such as fly ash and slag in the production of Portland
Pozzolana Cement (PPC) and Portland Slag Cement (PSC),
respectively. Additionally, alternative raw materials like red
mud are utilized, reducing dependence on limestone and
conserving natural resources for future generations.

Significant progress has been made in the energy transition
journey, with approximately 43% of the Company’s power
requirements currently met through green sources, with
further expansion planned.

In mining operations, the Company places strong emphasis
on pollution control, biodiversity conservation, soil
management, maintenance of water balance, and the
promotion of safe mining practices. Post-mining land
reclamation is carried out through systematic backfilling and
afforestation using native tree species. Several mined-out
areas have been transformed into agriculture land and large
water reservoirs i.e. benefiting nearby communities by
supporting irrigation and improving groundwater recharge.

As a result of these sustained efforts, the Patharia Limestone
Mines have consistently from last 9 years received a Five Star
Rating from the Indian Bureau of Mines since the inception of
the rating system.

CSRAPPROACH

The Company is committed to make a sustainable impact on
the lives of the local communities in the areas where it
operates through its commitment to improve education,
enhancing rural infrastructure, and providing better
healthcare services. By promoting local participation, the
Company strengthens its bond with local communities for
economic and social development. The company’s approach
is to align the initiatives and efforts with key stakeholders like
village institutions, gram panchayats and local bodies of
government. During FY26, the Company has spent INR 36.22
million on various CSR activities / projects exceeding the
obligations pursuant to Section 135 of the Companies Act,
2013.

The transformation of rural schools in Damoh, Jhansi and
Ammasandra in association with the Education Department
has always been a top priority. Through this initiative, the
basic infrastructure of 7 government schools was upgraded,
benefiting over 1750 students and 25 teachers. Two new
classrooms were built, and extensive repair and renovation
work was carried out in some schools. Scholarships were
given to meritorious students to facilitate their higher
education. Educational kits and uniforms were also
distributed to students.

The Company endeavours to bring a sustainable change in the
quality of life of neighbourhood community. As part of this effort,
the Company has encouraged farmers to adopt natural farming
practices. In Jhansi, the Company successfully motivated 400
farmers to transform to natural farming methods.

The Company has partnered with BAIF Institute to support
animal husbandry project as a supplementary income source
for rural communities, through this initiative facilities i.e., cattle
rearing, vaccination and artificial insemination etc. are being
provided for farmers. Through this initiative, 400 families
across 10 villages in Damoh have benefited.

The Company believes in entrepreneurial ability of rural youth
and endeavour to make them self-reliant by developing their
skills. Quality training that covers various areas of trade is

tremendously beneficial. To guarantee this, The company has
partnered with the expert NGO, which offered various courses
to develop skills in many fields i.e., sewing and stitching,
computer operations, production of bags and garments, solar
panels, etc. These courses are run on a regular basis, and
participants are enrolled for three-months certificate course.
These courses are being conducted at our skill development
centres known as "Sakshamta Vikas Kendra" in Jhansi and
Damoh. During FY26, training was imparted to 780 rural
youth.

The Company organizes health check-up camps at regular
intervals to meet communities' general and specific needs.
Under our healthcare program, our mobile medical van team
has regularly organized rural healthcare camps. We also
provided nutritional kits to the TB patients at Jhansi.

The Company persistently helps in advancement of
infrastructure surrounding its plants and mines. This includes
construction of durable concrete roads, efficient drainage
systems, access to clean drinking water, installation of solar
lights and high mast lights, creation of cremation grounds,
community centres, etc.

The Report on CSR activities in the format prescribed by the
Ministry of Corporate Affairs is annexed herewith as
‘Annexure - A’.

OCCUPATIONAL HEALTH & SAFETY

Occupational health and safety is a core value of your
Company, and safety is at the heart of everything it does. The
day at the plants begins with safety gate meetings, where
important safety topics are discussed, along with a safety
prayer and pledge. We believe that it's the smiles that will take
us miles.

Safety conversations and safety zones are used to engage
employees and nurture a safety culture in all aspects of
operations. Safety zones have been established at all plants,
with cross-functional teams in place.

The Heidelberg Materials Group’s cardinal norms, guidelines,
standards, and legal requirements, along with the stipulations
under ISO 45001 - Occupational Health and Safety
Management System, are being adhered to at the plants.
Employees have received safety induction training, refresher
courses, and job-specific training, such as scaffolding safety,
working at heights, and working in confined spaces, etc.

All plants ensured the highest safety standards by
implementing the following Health and Safety Action Plans in
the 2025-26:

• Health & Safety competency enhancement for Employees
& Contractors .

• High risk operational training and compliance verification
of contractor workers. ¹

• Belt Conveyor Side Protection Guards.

National Safety Week was celebrated from 4 March to 11
March, 2026, in a grand manner across all plants to enhance
safety awareness. A schedule of twenty-four critical safety
hazards relevant to the cement industry was compiled. Each
month, a safety theme is chosen, and its key aspects are
discussed to emphasize the importance of the activity and
foster a safety-conscious culture within the organization.
Truck drivers were also trained in defensive driving
techniques. Monitoring of the workplace for noise, particulate
matter, free silica, and illumination levels is carried out in
accordance with regulatory norms. All plants are ISO 45001
certified.

The Company is pleased to inform that it has completed a safe
business year with no fatalities, and the Lost Time Injury
Frequency Rate (LTIFR) was recorded at 0.17 for workers.

AWARDS AND ACCOLADES

The Company continues to pursue excellence in all areas of
its operations as evident from the recognition in the form of
awards and honours.

• The Company received the CSR Excellence Award during
the QCFI’s 4th National Environment & Sustainability
Awards, 2025.

• Patharia Limestone Mine received first prize in the category
of Electrical Installations & Ore Handling Plant during 37^th
Metalliferous Mines Safety Week Celebration 2025.

• Patharia Limestone Mine participated in 35^th Mines
Environment & Mineral Conservation Week 2025-26 and
secured First Runner-up position in the category of Overall
Performance of Opencast Mines.

• Patharia Limestone Mine participated in 35^th Mines
Environment & Mineral Conservation Week 2025-26 and
secured Winner position in the category of Reclamation
and Rehabilitation of Opencast Mines.

• Patharia Limestone Mine participated in 35^th Mines
Environment & Mineral Conservation Week 2025-26 and
secured Winner position in the category of Afforestation
of Opencast Mines.

• Jhansi plant has been awarded by the Confederation of
Indian Industry (CII) with National Award for Excellence in
Energy Management 2025 for Reduction of Specific
Electrical Energy over last 3 years.

• Jhansi plant has been awarded by the State Tax
Department & Cultural Department with Bhama-Shah
Award 2025 under the category Highest Tax Deposited in
Jhansi Division.

• ‘Excellence in CSR & Sustainability’ award was given
under best use of CSR practices in various Sectors during
the 12^th Edition of ‘National Awards for Excellence in CSR
and sustainability’ organised by the World Sustainability
Congress.

• The 11^th Greentech CSR Award, 2025 was given under the
category “Rural Development”.

CORPORATE GOVERNANCE

The essence of Corporate Governance lies in promoting and
maintaining integrity, transparency, and accountability. The
Company believes in creating and nurturing relationships
based on trust and transparency with all its stakeholders. The
governance framework enjoins the highest standards of
ethical and responsible conduct. All Directors and employees
consider governance as their personal responsibility and
conduct themselves in accordance with the Code of Conduct
set out by the organization.

The Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations) have reinforced the governance regime in India.
The Company is compliant with the corporate governance
requirements as prescribed under the said Regulations. The
Company has also ensured compliance with applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India pursuant to Section 118(10) of the
Companies Act, 2013.

In terms of Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a Corporate Governance Report
pertaining to FY26 forms part of this Annual Report. Pursuant
to the provisions of the SEBI Listing Regulations, a certificate
from M/s. DMK Associates, Company Secretaries, confirming
compliance with the conditions of Corporate Governance is
also annexed to the Corporate Governance Report.

A certificate furnished by Mr. Joydeep Mukherjee, Managing
Director and Mr. Anil Kumar Sharma, Chief Financial Officer in
respect of the financial statements of the Company for the
financial year ended 31 March 2026 is annexed as ‘Annexure-
B’ to this Report.

Management Discussion and Analysis Report is also given as
an addition to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report (BRSR), as
stipulated under Regulation 34(2)(f) of SEBI Listing
Regulations, describing the initiatives taken by the Company
from Environment, Social and Governance (ESG) perspective
forms part of this Annual Report.

DIRECTORSCHANGE IN DIRECTORS

During the year under review, Ms. Soek Peng Sim (holding
DIN: 06958955) resigned from the position of Non-Executive
Director of the Company with effect from close of business
hours on 28 May 2025. The Board placed on record its
appreciation for the valuable guidance and contributions
made by Ms. Soek Peng Sim. Mr. Vimal Kumar Choudhary
(holding DIN:02370072) was appointed as Non-Executive &
Non-Independent Director of the Company as intimated in the
previous year’s Board Report. Further, his appointment was
approved by the shareholders by passing a resolution on 08
July 2025 through Postal Ballot.

RE-APPOINTMENT OF WHOLE-TIME DIRECTOR

The Board of Directors of the Company, at its meeting held on
28 May 2025, on the recommendation of the Nomination and
Remuneration Committee, re-appointed Mr. Vimal Kumar Jain
as Whole-time Director of the Company for a term of three
years from 10 June 2025 to 09 June 2028. The re-appointment
was approved by the shareholders by passing a special
resolution on 08 July 2025 through Postal Ballot.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

Ms. Jyoti Narang (holding DIN: 00351187) was appointed as
an Independent Director of the Company at the Annual
General Meeting held on 27 September 2021, for a period of
five (5) years commencing from 18 August 2021 to 17 August
2026. Accordingly, her tenure as an Independent Director will
expire on 17 August 2026 upon completion of the said term.

In view of her extensive experience and strong strategic
perspective, which complements diverse working styles, the
Board of Directors of the Company, at its meeting held on 25
May 2026, upon the recommendation of the Nomination and
Remuneration Committee, has re-appointed Ms. Jyoti Narang
as an Independent Director for a second term of five (5)
consecutive years, commencing from 18 August 2026 to 17
August 2031.

The approval of the shareholders is being sought at the
forthcoming Annual General Meeting, and the same forms
part of the AGM Notice. The Board recommends the aforesaid
resolution for approval of the members.

Re-appointment of Managing Director

Mr. Joydeep Mukherjee (holding DIN: 06648469) was re¬
appointed as Managing Director for a second term of three
years, effective 1 April 2026. This re-appointment was
approved by shareholders during the Annual General
Meeting on 24 September 2025.

RETIREMENT BY ROTATION

Mr. Vimal Kumar Choudhary, Non-Executive Non¬
Independent Director, retires by rotation at the ensuing AGM
and being eligible has offered himself for reappointment. His
brief profile is given in the Notice of AGM. The Board hereby
recommends his re-appointment.

DECLARATION OF INDEPENDENT DIRECTORS

Ms. Jyoti Narang and Mr. Atul Khosla, Independent Directors
on the Board have submitted declarations to the Company
that they fulfill the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16
of the SEBI Listing Regulations.

The Board of Directors, based on the declarations received
from the Independent Directors after duly verifying the
veracity of such declarations, hereby confirms that the
Independent Directors fulfill the conditions of independence
specified in the SEBI Listing Regulations, and are
independent of the management of the Company.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Number of Board Meetings: During FY26, five Board Meetings
were held. The details of the same are given in the Corporate
Governance Report.

Composition of Audit Committee: The Audit Committee of the
Company as on 31 March 2026 comprised three members
namely, Mr. Atul Khosla (Chairman of the Committee), Ms.
Jyoti Narang and Mr. Vimal Kumar Choudhary.

Board Evaluation: In accordance with the provisions of the
Companies Act, 2013 and the SEBI Listing Regulations, the
Board has carried out an annual evaluation of its own
performance, that of the directors individually and that of all
the Committees constituted by it, namely, the Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders’
Relationship Committee and Risk Management Committee.
The manner in which the performance evaluation has been
carried out has been explained in the Corporate Governance
Report.

Policy for appointment and remuneration of directors: The
Board has on the recommendation of the Nomination and
Remuneration Committee, formulated a Nomination and
Remuneration Policy. The policy inter alia lays down the
criteria for determining qualifications, attributes and
independence of potential candidates for appointment as
directors and determining their remuneration. The salient
features of the Policy have been provided in Corporate
Governance Report. The said Policy has been posted on
website of the Company and the weblink to access the said
policy is as follows:

https://www.mvcemco.com/sites/default/files/PDF/Policies/

Nomination_and_Remuneration_Policv.pdf

The Board has also adopted a ‘Board Diversity Policy which
requires the Board to ensure appropriate balance of skills,
experience and diversity of perspectives in its own
composition.

Annual Return: The Annual Return of the Company for FY25
already filed with the Ministry of Corporate Affairs (MCA) as
well as the draft Annual Return for FY26 (which will be filed
with MCA after the ensuing AGM) are available on the website
of the Company and the weblink to access the same is as
follows:

https://www.mycemco.com/financial-results

After the filing of Annual Return for FY26 with MCA, the
aforesaid draft version of the Return will be replaced with the
final version.

Key Managerial Personnel: Details of Key Managerial
Personnel of the Company are given below:

• Mr. Joydeep Mukherjee, Managing Director;

• Mr. Vimal Kumar Jain, Whole-time Director;

• Mr. Anil Kumar Sharma, Chief Financial Officer; and

• Mr. Ravi Arora, Vice President- Corporate Affairs &
Company Secretary.

LOANS, GUARANTEES, SECURITY, AND INVESTMENTS

During FY26, the Company has not made any investment.
Further, the Company has not given any loan, guarantee or
security pursuant to the provisions of Section 186 of the

Companies Act, 2013.

The details of Outstanding Loans and Investments made by
the Company as on 31 March 2026 are given in Notes to the
financial statements.

General: The Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions with respect to these items during FY26:

• 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.

• Issue of stock options or sweat equity shares.

• No significant or material orders were passed by the
Regulators or Courts or Tribunals impacting the going
concern status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROLS

The Company has in place relevant internal controls, policies,
and procedures to ensure orderly and efficient conduct of its
business. Standard Operating Procedures (SOPs) and Risk
Control Matrix (RCM) have been designed for critical
processes across all operations. The internal financial
controls are tested for operating effectiveness through
management’s ongoing monitoring and review processes,
and independently by the internal auditors. In our view the
internal financial controls are adequate and are operating
effectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the
information and explanations obtained by them and based on
the assessment of the management, the Board of Directors
makes the following statements in terms of Section 134 of the
Companies Act, 2013:

(a) that in the preparation of the annual accounts for the
financial year ended 31 March 2026 the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

(b) that such accounting policies have been selected and
applied consistently and judgments 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 March 2026 and of the profit of the Company for the
financial 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 Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) that the financial statements for the financial year ended
31 March 2026 have been prepared on a ‘going concern’
basis;

(e) that proper internal financial controls were in place and
that such internal financial controls were adequate and
were operating effectively; and

(f) that systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered between the Company and its related
parties during the financial year ended 31 March 2026 were in
the ordinary course of business and on an arm’s length basis.
The particulars of such transactions have been disclosed in
notes to the financial statements for FY26. During the year
under review, the Company has not entered in any related
party transaction exceeding the threshold limit provided
under the Companies Act, 2013 / Rules made thereunder and
the SEBI Listing Regulations, Omnibus approvals are
obtained for the transactions which are foreseeable and are
repetitive in nature. A statement of all the related party
transactions is placed before the Audit Committee on a
quarterly basis, specifying the nature and value of the
transactions.

The Company has in place a Policy on Related Party
Transactions and a framework for the purpose of assessing
the basis of determining the arm’s length price of relevant
transactions. The said policy and the framework are reviewed
by the Audit Committee and the Board of Directors from time
to time. The same have been posted on the Company’s
website. The web-link to access the said policy and
framework is as follows:

policv-on-related party-transactions.pdf
RISK MANAGEMENT

The Board of Directors of the Company has Risk Management
Committee for reviewing and monitoring the risk
management plan of the Company and ensuring its
effectiveness. The business risks have been classified under
the broad heads - strategic, operational, financial, and legal &
compliance risks. The Company’s Risk Management Policy
lays down a bottom-up process comprising risk identification,
analysis and evaluation, treatment and controlling. The Chief
Risk Officer and the Risk owners identify and analyse risks in
their area of operations. The risks faced by the Company, their
impact and the mitigation measures are categorised as high,
medium and low risks which are then reviewed by the Senior
Management and the critical ones are placed before the Risk
Management Committee/Board of Directors for review.

The Board provides oversight and reviews the Risk
Management Policy. The Board along with Risk Management
Committee is responsible for framing, implementing and
monitoring the risk management plan of the Company. During
the year under review, Internal auditors, had also tested the
Risk & Control Matrices for various processes as a part of
Internal financial control framework.

The details of the functioning of the Risk Management
Committee and frequency of its meetings are provided in
Report on Corporate Governance forming part of this Annual
Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle
blower policy to deal with the instances of unethical

behaviour, fraud, conflict of interest, mismanagement, and
violation of the Code of Conduct. During FY26, no complaint
was received under the Vigil Mechanism. The details of the
vigil mechanism are given in the Corporate Governance
Report and a copy of the same has been posted on the
Company’s website. The weblink to access the same is as
follows:

https://www.mycemco.com/sites/default/files/PDF/Policies/
W.e.f.19.10.2021 HCIL Whistle Blower Policy English.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT THE WORKPLACE

The Company is compliant with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, which aims to protect women at
workplace against any form of sexual harassment and
prompt redressal of any complaint.

Disclosures in relation to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 have been provided in the Report on Corporate
Governance as well.

Status of complaints as on 31 March 2026:

STATEMENT ON COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

The Company is committed to upholding the rights and
welfare of all employees in accordance with applicable labour
laws and statutory regulations. The Company fully complies
with the provisions of the Maternity Benefit Act, 1961, as
amended, across all its locations in India. All eligible women
employees are entitled to maternity benefits, as prescribed
under the Act. In addition, Company has taken proactive
steps to promote a supportive and inclusive work
environment for expecting and new mothers by ensuring
timely disbursal of maternity benefits and providing safe and
hygienic workplaces.

AUDITORS

In accordance with the provisions of Section 139(1) of the
Companies Act, 2013, the members at the 63^rd Annual
General Meeting (AGM) of the Company held on 08
September 2022 had re-appointed M/s. S.N. Dhawan & CO.
LLP, Chartered Accountants, as statutory auditors of the
Company for second term to hold office up to the conclusion
of the 68^th AGM i.e., for conducting statutory audits
commencing from FY23 until FY27.

The observations of the Auditors in their report on Financial
Statements read with the relevant notes are self-explanatory.
The Independent Auditors' Report does not contain any

qualification, reservation or adverse remarks. Further, there
were no frauds reported by the Statutory Auditors to the Audit
Committee or the Board under Section 143(12) of the
Companies Act, 2013.

COST AUDIT

The Company is maintaining cost records in accordance with
the provisions of Section 148 of the Companies Act, 2013 and
the Rules made thereunder. The Cost Audit for FY25 was
conducted by M/s. R.J. Goel & Co., Cost Accountants, Delhi.
The Cost Audit Report was duly filed with the Ministry of
Corporate Affairs, Government of India. The Audit of the cost
accounts of the Company for FY26 is also being conducted
by the said firm and the Report will be filed within the
stipulated time.

In accordance with Section 148 of the Companies Act, 2013
and the Companies (Cost Records and Audit) Rules, 2014,
the Board of Directors had on the recommendation of the
Audit Committee, appointed M/s. R.J. Goel & Co., Cost
Accountants as Cost Auditor of the Company for FY26 on a
remuneration of INR 2,75,000. Pursuant to Section 148(3) of
the Companies Act, 2013, a resolution seeking member’s
ratification for the remuneration payable to M/s. R.J. Goel &
Co., Cost Accountants for FY27 is included in the Notice
convening the AGM. The Board recommends the aforesaid
resolution for approval of the members.

SECRETARIAL AUDIT

The Board had appointed M/s. DMK Associates, Company
Secretaries as Secretarial Auditor for carrying out secretarial
audit of the Company for the financial year ended 31 March
2026 in accordance with the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The
Report of the Secretarial Auditor is annexed herewith as
‘Annexure-C’. The Secretarial Audit Report does not contain
any qualification, reservation, or adverse remarks.

Secretarial Compliance Report: Under Regulation 24A of
SEBI Listing Regulations it is mandatory for listed companies
to annually submit a Secretarial Compliance Report to stock
exchanges. M/s. DMK Associates, Company Secretaries has
furnished Secretarial Compliance Report for FY26. The said
Report does not contain any qualification, reservation, or
adverse remarks. The said Report has been filed with Stock
Exchanges and has also been placed on website of the
Company. The web link to access the same is as under:
mvcemco.com/sites/default/files/PDF/Secretarial Complian
ce_Report/secretery-2025-2026Report.html

PARTICULARS OF EMPLOYEES

The particulars of employees required pursuant to Section
197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report and are
annexed as ‘Annexure-D’. In accordance with the provisions
of Section 136 of the Act, the Board’s Report and the financial
statements for the financial year ended 31 March 2026 are
being sent to the members and others entitled thereto,
excluding the details to be furnished under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014. However, the information required
under aforesaid Rule 5(2) is available for inspection by the
members at the Registered Office of the Company during
business hours on all working days up to the date of the
ensuing Annual General Meeting. If any member desires to
have a copy of the same, he may write to the Company
Secretary in this regard.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules 2014,
form part of this Report and are annexed as ‘Annexure-E’.

EVENTS AFTER THE REPORTING PERIOD-STRATEGIC
LONG-TERM FLY ASH SOURCING AND INFRASTRUCTURE
DEVELOPMENT INITIATIVE

The Company has entered into a long-term agreement with
the Government for the establishment of a fly ash blending
unit at Shree Singaji Thermal Power Plant, securing an annual
supply of 600,000 tonnes p.a. of fly ash at a preferential rate of
INR 20 per tonne. As part of the arrangement, approximately 5
hectares of land have been allocated for setting up the
blending facility and an additional 2 hectares for development
of a dedicated railway line. The proposed infrastructure is
strategically positioned to efficiently serve the existing
markets in Western Madhya Pradesh and facilitate expansion
into the emerging markets of Northern Maharashtra.
ACKNOWLEDGEMENTS

Your Directors are thankful to all stakeholders including
Customers, Bankers, Suppliers, Dealers, and Contractors for
their continued assistance, co-operation, and support. The
Directors wish to place on record their sincere appreciation to
all employees for their commitment and continued
contribution to the Company. The Directors are grateful for the
confidence, faith and trust reposed by the shareholders in the
Company. We are thankful to various agencies of the Central
and State Government(s) for their continued support and co¬
operation.

For and on behalf of the Board

Place: Gurugram Jyoti Narang

Date: 25 May 2026 Chairperson

1

Implementation of ‘Clean Site/Safe Site' 5S housekeeping
system.

• LOTOTO -Implementation of the "One person One Lock
system”.

• Safety Nets for pre-heater cyclone.