for the year ended 31st March, 2026
Dear Members,
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)
| Particulars |
Current Year ended 31st March, 2026 |
Previous Year ended 31st March, 2025 |
| Net Sales/ Income from Operations |
1,75,840.61 |
1,68,098.78 |
| Profit before Interest, Depreciation and Tax
and other Amortization ("EBITDA") |
26,084.05 |
21,805.21 |
| Less : Depreciation and Amortization Expenses |
8,085.10 |
7,863.70 |
| Finance Costs |
6,404.25 |
6,942.61 |
| Profit/ (Loss) before Exceptional Items and
Tax |
11,594.70 |
6,998.90 |
| Less: Exceptional Item |
2,175.75 |
- |
| Profit/ (Loss) before Tax |
9,418.95 |
6,998.90 |
| Less: Tax Expense (Net) |
(3,476.08) |
2,492.59 |
| Net Profit for the Year |
12,895.03 |
4,506.31 |
| Other Comprehensive Income (Net of Tax) |
58.34 |
(67.21) |
| Total Comprehensive Income (After Tax) |
12,953.37 |
4,439.10 |
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 longterm 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 & Wholetime 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 reappointment.
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) of the 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 of the 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, pursuant to Section 164(2) of the 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 of the 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 of the
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 of the 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 of the 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 of the state of affairs of the 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 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;
(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 of the employee as required
under Section 197(12) of the CompaniesAct,2013read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
forms part of this Report.
However, in pursuance of Section 136(1) of the Companies Act, 2013,
this report is being sent to the shareholders of the 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 of this Report. The said
information is available for inspection at the registered office of the Company during
working hours up to the date of the 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) of the Companies Act, 2013 read with Rule 8
of the 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:
| Name of the Member |
Category |
| Shri Anshuman Vikram Jalan |
Executive Director |
| (DIN: 01455782) |
Promoter |
| Shri Anand Daga |
Non-Executive |
| (DIN: 00897988) |
Independent Director |
| Shri Gaurav Goel |
Non-Executive Non |
| (DIN: 00076111) |
Independent Director |
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 year ended
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
selfexplanatory 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 with the 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:
| Name of the Entity |
% Holding in the Company |
Amount (Rs. In Lakhs) |
Nature of Transaction |
| Vidula Consultancy Services Limited |
16.68% |
240.72 |
Rent Paid |
|
|
1.20 |
Rent Income |
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 ofAudit Committee is as below:
| Name of the Members |
Category |
| Smt. Himalyani Gupta |
Non-Executive |
| (DIN: 00607140) |
Independent Director Chairman |
| Shri Arun Chawla |
Non-Executive |
| (DIN: 10520552) |
Independent Director Member |
| Shri Anand Daga |
Non-Executive |
| (DIN: 00897988) |
Independent Director Member |
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) of the SEBI (Listing Obligations and 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 of this Annual Report as required under.
48. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND
The Company has transferred 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 20252026
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:-
| Category |
Position |
| Overall Performance |
Second prize |
| Reclamation and Rehabilitation |
First prize |
| Systematic and Scientific Development |
Second prize |
| Afforestation |
Second prize |
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 of the Mine's exemplary
performance in environmental management, mineral conservation and adoption of sustainable
mining practices:
| Category |
Position |
| Publicity and Propaganda |
First prize |
| Waste Dump Management |
Second Prize |
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:
| Category |
Position |
| Transport Roads & Dust Suppression |
Second |
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:
| Category |
Position |
| Publicity, Propaganda and House keeping |
First |
| Mine Plans and Records |
Second |
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
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 |
| Date : 16th May, 2026 |
Himalyani Gupta, Director, (DIN:
00607140), Place: New Delhi |
|
Yaswant Mishra, Executive Director
& CFO, (DIN: 00305109), Place: Kolkata |
|