Your Directors have pleasure in presenting their 68th Annual Report and
the Audited Accounts of the Company for the year ended 31st March 2026.
|
|
(Rs. in crores) |
Separate Financial Statements |
31st March 2026 |
31st March 2025 |
Total Income |
9,055.92 |
8,539.10 |
Earnings Before Interest, Taxes,
Depreciation and Amortisation (EBITDA) |
1,481.56 |
1,275.85 |
| Less: Interest |
419.35 |
458.76 |
| Less: Depreciation |
736.20 |
691.18 |
Profit Before Exceptional Items and Tax |
326.01 |
125.91 |
| Add: Exceptional items |
553.22 |
339.83 |
Profit Before Tax (PBT) |
879.23 |
465.74 |
| Less: Tax Expenses |
|
|
| Current Tax |
48.28 |
-- |
| Current Tax adjustment of earlier years |
-- |
0.28 |
| Deferred Tax |
139.30 |
50.99 |
| Deferred Tax adjustment of earlier years |
(1.97) |
(2.92) |
Profit After Tax (PAT) |
693.62 |
417.39 |
| Add: Other Comprehensive Income (OCI) [Net of
tax (charge)/credit of Rs. (0.39) crores (PY: Rs. 2.58 crores)] |
2.30 |
(8.62) |
Total Comprehensive Income (TCI) |
695.92 |
408.77 |
Capital and Debt Structure
The paid-up capital of the Company is Rs. 23,62,92,380/- consisting of
23,62,92,380 shares of Rs. 1/- each. There has been no change in the Capital Structure of
the Company during the year under review.
The Company does not have any Scheme for issue of sweat equity to the
employees or Directors of the Company. The details of Employees Stock Option Schemes
(ESOS) are provided in this Report.
The Company has not issued any Secured Redeemable Non-Convertible
Debentures during the year under review.
Dividend
As per the Company's Dividend Distribution Policy, it shall strive
to distribute at least 10% of its Consolidated Post-Tax Profits as dividend to its
shareholders. As per the policy, such decisions should be taken, considering the
Company's expansion/modernisation plans and investment in capital expenditure
programmes. Taking into consideration the upcoming modernisation and capex programmes, the
Board of Directors have recommended Rs. 2.50 per share as dividend, with a cash outflow of
Rs. 59.13 crores. This constitutes a dividend payout ratio of 8.46%.
For the previous year, the Company had paid a dividend of Rs.
2/- per share, with an outgo of Rs. 47.31 crores.
The Dividend Distribution Policy is available on the website of the
Company at the following weblink: https://www.ramcocements.in/investors/codes-and-policies
The Dividend Distribution Policy forms part of this Report.
Transfer to General Reserves
After appropriations, a sum of Rs. 200 crores has been kept as retained
earnings of the Company and a sum of Rs. 646.32 crores has been transferred to
General Reserve. As on 31st March 2026, the General Reserve stands at Rs. 7,883.58
crores.
Taxation
The Company's current tax liability for the year ended 31st
March 2026 stands at Rs. 48.29 crores, compared to NIL in the previous year. Of this, Rs.
0.01 crores has been recognised in Other Comprehensive Income (OCI) during 2025-26.
Current tax adjustments relating to earlier years are NIL for the year ended 31st March
2026, as against a tax credit of Rs. 0.28 crores in 2024-25.
The deferred tax expense for the year is Rs. 139.68 crores (PY: Rs.
48.19 crores), of which tax charge of Rs. 0.38 crores has been recognised in OCI [PY: Tax
credit of Rs. 2.80 crores]. Deferred tax credits pertaining to earlier years amount to Rs.
1.97 crores for the year ended 31st March 2026 [PY: Rs. 2.70 crores]. Of this, the
deferred tax charge relating to earlier years recognised in OCI is NIL [PY: Tax charge of
Rs. 0.22 crores].
Company Review Cement Division
The Division has sold 182.20 lakh tons of cement during the year
compared to 181.74 lakh tons in the previous year, registering a marginal increase. The
revenue including scrap sales and other operating income from this division for the year
is Rs. 8,663.17 crores (net of applicable taxes) compared to Rs. 8,275.43 crores (net of
applicable taxes) during the previous year, showing an increase of 5%.
Out of the above, the Company's cement exports accounts for 0.28
lakh tons for a value of Rs. 14.77 crores as against 0.51 lakh tons for a value of Rs.
26.46 crores during the previous year.
Construction Chemicals Division
In line with the Company's ethos of "Right Products for Right
Applications", the division has wide range of products for plastering including
self-curing plaster, tile fixing, block fixing, water proofing product, bonding agents,
etc. Further, the Company's MACE Division is focussing on educating the users for
scientific application of these products.
The Division has sold 5.86 lakh tons of products accounting for a
revenue of Rs. 349.40 crores (net of applicable taxes) during the year as against 3.26
lakh tons of products accounting for a revenue of Rs. 210.06 crores (net of applicable
taxes) during the previous year. Out of the above, the Company's exports accounted
for 1,400 tons for a value of Rs. 0.71 crores as against 650 tons for a value of Rs. 0.37
crores during the previous year.
GREEN POWER
a. Wind Farm Division
The Division has generated 2,632 lakh units as compared to 2,164 lakh
units in the previous year. Out of this, 2,552 lakh units were generated from the wind
farms in Tamil Nadu and another 80 lakh units from the wind farms in Karnataka. The entire
2,552 lakh units generated in Tamil Nadu, were adjusted against the power consumed in the
Tamil Nadu plants.
From June 2023, the existing energy purchase agreements have been
converted into energy wheeling agreements, for the purpose of captive consumption.
Including previous balances, a sum of Rs. 5.54 crores was outstanding from TNPDCL as on
31st March 2026. The 80 lakh units generated during the year under review in Karnataka
have been banked with Bangalore Electricity Supply Company Limited (BESCOM) and the same
have been adjusted during the year. Further, 77 lakh units generated in the year 2021-22,
remain unbilled.
b. Waste Heat Recovery System (WHRS)
The Company continues to lay emphasis on having lesser carbon
footprint. In this connection, during the year under review, the Company has expanded its
WHRS capacity from 45.15 MW to 53.15 MW.
Sale of Non-Core Assets
The Company had identified certain non-core assets in the form of lands
and financial assets for monetisation. These assets were acquired by the Company over a
period of time and are found to be no more in need and disposal of such assets and
generation of cash thereof, would reduce the Company's borrowings and result in
saving of interest cost. Accordingly, during the year under review, the Company has
liquidated assets as per the following details:
Details |
Amount Realised – Rs. in crores |
| Sale of Shares held in Swiggy Limited |
36.90 |
| Sale of Land |
593.39 |
| Other Assets |
7.74 |
Total |
638.03 |
The Company has targeted a generation of about Rs. 1,000 crores
by way of sale of non-core assets, out of which Rs. 459.79 crores was achieved
during the year 2024-25. With the current year's monetisation of non-core assets of
Rs. 638.03 crores, the Company had achieved a cash generation of Rs. 1,097.82 crores,
against the target of Rs. 1,000 crores.
Other Income
Other income during the year was Rs. 43.35 crores compared to Rs. 44.00
crores in 2024-25.
Net Revenue
The total sales for the cement and construction chemicals division is
188.06 lakh tons as against 185 lakh tons showing a marginal increase of 2%. The net
revenue for the Company for year under review is Rs. 9,055.92 crores (net of applicable
taxes) compared to Rs. 8,539.10 crores (net of applicable taxes) during the previous year.
Power Plants
The Company's thermal power plants aggregating to a capacity of
193 MW are located at its cement manufacturing plants. The thermal power plants act as
source for captive power for the Company, and the power generated from the thermal power
plants are used for self-consumption in cement manufacturing.
Progress on Expansion
The Company continued to make steady progress on its ongoing expansion
initiatives, with focused capital deployment aimed at enhancing capacity, improving
efficiency, and strengthening its long-term competitiveness.
Cement Plants Kolimigundla
At the Board's Report for the year ended 31st March 2025, it was
informed that the railway siding would be commissioned in 2025-26. Accordingly, the
railway siding was commissioned in July 2025.
Establishment of Line II
It was informed in the Board's Report for the year ended 31st
March 2025, that it was proposed to establish Line II at Kolimigundla. The second line
will have the following capacities:
| Clinkerisation Capacity |
3.15 MTPA |
| Cement Grinding Capacity |
1.50 MTPA |
| Waste Heat Recovery System |
15.00 MW |
Out of the above, the cement mill has been commissioned in July 2025
and the rest of the project would be commissioned in 2026-27. The clinkerisation capacity
of the Line I will be able to meet the requirement of clinker for the Line II cement
grinding. The Company has also identified opportunities for increasing the cement grinding
capacity from 1.50 MTPA to 3.00 MTPA. This is expected to be completed by March 2027.
Quartzite
The Company has identified Quartzite mineral and the same has been
included in the existing mining lease issued by Industries & Commerce (M.II)
Department, Government of Andhra Pradesh.
The quartzite proposed to be extracted is intended to be utilised for
manufactured sand and pozzolanic additives in the cement industry, or for any other
industrial use that may arise in future.
The Company is in the process of taking steps for obtaining statutory
approvals like mining plan, environmental clearance, consent to establish and consent to
operate.
De-bottlenecking initiatives
The Company continues to focus on de-bottlenecking activities, as an
economical option towards capacity additions.
Ariyalur
The cement grinding system of Line I and Line II, have been
de-bottlenecked, because of which the combined cement grinding capacity of the plant has
increased from 3.50 MTPA to 5.50 MTPA.
Ramasamy Raja Nagar
The ongoing debottlenecking activities would increase the
clinkerisation capacity from 2.14 MTPA to 2.76 MTPA and the expansion activities would
increase the cement grinding capacity from 3.00 MTPA to 4.00 MTPA.
Jayanthipuram
The Company is in the process of carrying out de-bottlenecking
activities of the clinker and cement manufacturing capacities. On completion of the same,
the clinker manufacturing capacity would increase from 4.61 MTPA to 5.62 MTPA and cement
manufacturing capacity would increase from 3.65 MTPA to 4.35 MTPA.
Proposed Cement Plant at Bommanahalli
In the Board's Report for the year ended 31st March 2025, it was
informed that the Company was declared as Preferred Bidder, for the Bommanahalli Limestone
Block in Kalaburagi District, Karnataka. The Company has become the Successful Bidder. As
on 31st March 2026, we have acquired 966.725 acres of limestone bearing lands and 83.80
acres of factory land at a cost of Rs. 261.25 crores. Further acquisitions are under
progress.
Statutory Approvals
Karnataka State Pollution Control Board (KSPCB) has conducted the
environmental public hearing and subsequently Ministry of Environment, Forest and Climate
Change (MoEF & CC), New Delhi, has issued the environmental clearance for carrying out
the mining operations for a capacity of 4 MTPA of limestone production. Subsequently, we
have applied to the KSPCB to issue Consent to Establish for the mining operations. The
application is at final stages for approval in Head office of KSPCB in Bengaluru. We have
also obtained time extension for execution of mining lease deed from the Government of
Karnataka now valid up to 10th May 2027. We had incurred a sum of Rs. 5.24 crores towards
preliminary expenditure for mining related activities, including preparation of mining
plan and progressive mine closure plan.
Construction Chemicals Division
The Company has established plants at Sriperumbudur, Salem, Ramasamy
Raja Nagar and Jayanthipuram to produce construction chemical products. During the year
under review, the Company had commissioned its fifth plant at Haridaspur, Jajpur District,
Odisha. The Company's focus on specialised construction chemical products has started
yielding results and the products are getting accepted in the market.
During the year under review, the Company had incurred Rs. 996.65
crores towards capital expenditure.
Financial Performance
Analysis of the Statement of Profit and Loss - Separate Financial
Statements
The summary of key components of the Statement of Profit and Loss for
the financial year 2025-26 is detailed below:
|
2025-26 |
2024-25 |
Variance |
Particulars |
Rs. in crores |
Rs. in crores |
Rs. in crores |
in % |
Revenue |
|
|
|
|
| - Sale of Products |
8,931.08 |
8,468.40 |
462.68 |
5 |
| - Other Operating revenue |
81.49 |
26.70 |
54.79 |
205 |
| - Other Income |
43.35 |
44.00 |
(0.65) |
(1) |
Total Revenue |
9,055.92 |
8,539.10 |
516.82 |
6 |
Operational Expenses |
|
|
|
|
| - Cost of material consumed |
1,923.59 |
1,768.76 |
154.83 |
9 |
| - Change in inventories of finished goods
& WIP |
(6.05) |
(47.04) |
40.99 |
(87) |
| - Employee Benefits Expenses |
564.45 |
527.80 |
36.65 |
7 |
| - Transportation and Handling Expenses |
1,981.36 |
1,952.02 |
29.34 |
2 |
| - Power and Fuel |
2,065.21 |
2,077.72 |
(12.51) |
(1) |
| - Other Expenses, net of self-consumption |
1,045.80 |
983.99 |
61.81 |
6 |
Total Operational Expenses |
7,574.36 |
7,263.25 |
311.11 |
4 |
EBITDA |
1,481.56 |
1,275.85 |
205.71 |
16 |
| Depreciation & Amortisation Expense |
736.20 |
691.18 |
45.02 |
7 |
| Finance Costs |
419.35 |
458.76 |
(39.41) |
(9) |
Profit Before Exceptional Items and Tax |
326.01 |
125.91 |
200.10 |
159 |
| Exceptional Items |
553.22 |
339.83 |
213.39 |
63 |
Profit Before Tax |
879.23 |
465.74 |
413.49 |
89 |
| Tax Expenses |
185.61 |
48.35 |
137.26 |
284 |
Profit After Tax |
693.62 |
417.39 |
276.23 |
66 |
| Other Comprehensive Income |
2.30 |
(8.62) |
10.92 |
127 |
Total Comprehensive Income |
695.92 |
408.77 |
287.15 |
70 |
Revenue
Cement sales volume, including construction chemicals, increased by 2%
during 2025-26 to 18.81 MnT as compared to 18.50 MnT in 2024-25. The growth in volume
reflects stable market demand and the Company's continued focus on strengthening its
market presence across key regions and customer segments. During the year, cement prices
witnessed a marginal improvement of around 4% over the previous year, which supported
revenue growth. In addition, the share of premium products increased to 27% in 2025-26
from 26% in 2024-25, reflecting the Company's continued emphasis on value-added
products and improved product mix. The higher contribution from premium products supports
margin stability in a competitive market environment. The Company continues to focus on
its strategic approach of providing the "right product for the right
application," with emphasis on enhancing customer engagement, improving product
positioning, and strengthening the Company's brand equity in the market. This
approach is helping the Company improve product differentiation while addressing evolving
customer requirements across infrastructure, housing, and specialised construction
segments.
Other Operating Income registered an increase during the current year
primarily on account of recognition of Industrial Promotion Assistance, contractual claim
settlement, and higher scrap sales when compared to the previous year.
During the year, the Company recognised Industrial Promotion Assistance
amounting to Rs. 24.75 crores from the Government of Andhra Pradesh under the IDP
2015–20 Scheme. The recognition of the incentive is in line with the applicable
scheme provisions and based on eligibility criteria fulfilled by the Company during the
year.
Further, the Company recognised Rs. 26.86 crores towards claims
accepted by the counterparty in accordance with the terms of the underlying contractual
arrangement. In addition to the above, scrap sales recorded a marginal increase of Rs.
3.18 crores over the previous year, which also contributed to the overall increase in
Other Operating Income.
Other income has recorded a marginal decline of 1% during the year as
compared to the previous year. The decrease is primarily attributable to lower interest
income, dividend income, and gain on exchange differences during the year under review.
However, the overall decline in other income was substantially offset by higher insurance
claim receipts, which increased by Rs. 5.61 crores over the previous year. The increase in
insurance claims has provided partial support to the overall other income position during
the year.
Cost of materials consumed
During the year, the cost of materials consumed in 2025-26 increased by
9% compared to 2024-25. Raw material cost increased in 2025-26 primarily due to levy of
Mineral bearing Land tax at Rs. 160 per ton of limestone in TN from 4th April 2025. The
impact at company level is Rs. 150.48 crores for 2025-26. This increase was further
compounded by inflationary pressures on raw materials such as fly ash, slag, gypsum, and
other additives.
These cost pressures were partially offset by the 2% decrease in
clinker production during the year, the introduction of composite cement, and an improved
clinker conversion ratio from 1.42x to 1.43x through process improvements in blended
cement. Together, these measures helped the Company contain the material cost increases
and mitigate a higher impact.
As a % of revenue, cost of materials consumed for the year under review
accounted for 21.24% in 2025-26 as against 20.71% in 2024-25.
Change in inventories of finished goods/work-in-progress
The increase in inventories of finished goods/work-in-progress was
mainly due to increase in process inventory including clinker.
Employee Benefits Expenses
The employee cost for other than directors was increased by 5% due to
increments in annual salaries and a 3% rise in head count from 3,767 as at 31st March 2025
to 3,890 as at 31st March 2026 on account of recruitment of employees for construction
chemicals business. The remuneration to Managing directors', which was linked to
profit increased by 131% to Rs. 15.84 crores during the year. Further, the absorption of
employee benefits expenses was better in view of improved operating leverage.
As a % of revenue, the employee cost for the year under review stood at
6.23% in 2025-26 as against 6.18% in 2024-25.
Transportation and Handling Expenses
Transportation and Handling expenses for the year increased by 2% when
compared to previous year. The increase in sale volume by 2% coupled with inflationary
effect in handling charges at depots results in marginal increase in transport and
handling cost. The average Lead distance for the current year remained at 260 Kms. The
rail co-efficient for cement despatches in 2025-26 & 2024-25 is 9%.
As a % of revenue, transportation and handling expenses for the year
under review remains at 21.88% in 2025-26 as against 22.86% in 2024-25.
Power and Fuel
During the year, power and fuel cost for 2025-26 have decreased by 1%
compared to 2024-25. The blended fuel consumption per ton of material have decreased
marginally from USD 127 in 2024-25 to USD 124 in 2025-26. The decrease in clinker
production by 2% contribute for reduction in power and fuel cost. The rupee depreciation
by 4% during 2025-26 partially offset the benefit of fuel price reduction. The Company
uses both pet coke/coal for kiln operations depending upon cost per Kcal of the respective
fuel. The blended cost per Kcal for 2025-26 was Rs. 1.59 as against Rs. 1.53 during
2024-25. The pet coke usage was 47% in 2025-26 as against 63% in 2024-25, and coal usage
was 52% in 2025-26 as against 35% in 2024-25.
The power generation from WHRS with a capacity of 53MWhasledtosignificantreductionintheoverallpowercost.During
2025-26, 100% of power generated from windmills were captively consumed and the Company
including its wholly owned Subsidiary Company, registered a record high generation of wind
power with 29.81 crore units during 2025-26 as against 24.48 crore units during 2024-25.
It may be noted that during 2025-26, 43% (PY: 41%) of the total power requirements were
met from captive thermal power plants, 17% (PY: 23%) from electricity grids and 40% (PY:
36%) from Green Power viz. wind power, and WHRS. The power and fuel cost per ton of cement
has decreased by Rs. 25 per ton during the year. Power and fuel cost accounted for
22.81% of revenue in 2025-26 as against 24.33% in 2024-25.
Other Expenses
Other expenses increased by Rs. 61.81 crores. The packing material
expenses has increased by Rs. 10.34 crores due to increase in sale volume by 2%.
During the year, the Advertisement/sales promotion expenses
haveincreasedbyRs.15.47crores.SellingAgentsCommission and Other Selling Expenses have
increased by Rs. 12.55 crores due to increase in trade volume.
The CSR expenditure has been reduced by Rs. 6.26 crores in 2025-26, in
view of reduction in average net profit of last three years computed under Section 135 of
the Companies Act, 2013. Other fixed expenses such as R & M, Rates & Taxes,
Security charges and other administrative expenses increased by Rs. 29.71 crores
due to inflationary effects.
Other expenses accounted for 11.55% of the revenue in 2025-26 as
against 11.52% in 2024-25.
Depreciation and Amortisation Expense
Depreciation and Amortisation has increased from Rs. 691.18 crores in
2024-25 to Rs. 736.20 crores in 2025-26. The reason for increase is due to depreciation
arising out of commissioning of manufacturing facilities in the previous year.
Depreciation and Amortisation accounted for 8.13% of revenue in 2025-26
as against 8.09% in 2024-25.
Finance Costs
Finance costs have decreased by 9% from Rs. 458.76 crores in 2024-25 to
Rs. 419.35 crores in 2025-26 due to repo rate cuts and reduction in borrowings. The
effective rate of borrowings for 2025-26 stood at 7.29% as against 7.90% in 2024-25. The
Net Debt as at 31st March 2026 has decreased from Rs. 4,481.30 crores in 2024-25 to Rs.
3,664.24 crores in 2025-26. The Net Debt to EBITDA stood at 2.47 times in 2025-26 as
against 3.51 times in 2024-25, in view of reduction of debt during the year.
The interest coverage ratio increased from 2.40 times in 2024-25 to
3.05 times in 2025-26, due to decreased interest commitments coupled with improved
operating profit for 2025-26. The Gross interest on the borrowings for 2025-26
stands at Rs. 470.28 crores as against Rs. 530.98 crores in 2024-25. Out of which, Rs.
50.93 crores (PY: Rs. 72.22 crores) was capitalised as part of eligible qualifying assets.
Finance costs accounted for 4.63% of the revenue in 2025-26 as against 5.37% in 2024-25.
Exceptional Items
The Company has recognised profit on sale of Surplus Lands of Rs.
573.52 crores and One time Impact upon transition to Social Security Code, 2020 towards
past service Cost of Rs. 20.30 crores, aggregating to Rs. 553.22 crores as
Exceptional items during the year.
Tax Expenses
The current tax expenses (net) for the year 2025-26 is Rs. 48.28
crores as against Rs. 0.28 crores during 2024-25. The Deferred tax expense (net) for the
year 2025-26 is Rs. 137.33 crores as against Rs. 48.07 crores during 2024-25. The
overall effective tax rate for the current year is 21.32% as against 10.60% during
2024-25. The increase is mainly due to application of grandfathering provisions under
Section 112A of Income Tax Act for the sale of listed equity investments during 2024-25.
Overall Tax expenses accounted for 2.05% of the revenue in 2025-26 as
against 0.57% in 2024-25.
Other Comprehensive Income (OCI)
Other comprehensive income includes loss arising out of re-measurement
of defined benefit plans, net of taxes amounting to Rs. 2.15 crores, which is due to
change in the actuarial assumptions.
Fair value gain/profit on sale of equity investments of Rs. 4.45
crores, is recognised under OCI, during the year.
Profitability
EBIDTA increased by 16% from Rs. 1,275.85 crores in 2024-25 to
Rs. 1,481.56 crores in 2025-26 due to improvement in realisation by 5% coupled with
increase in sale volume by 2% when compared to previous year. The average cement price for
2025-26 has increased by 4%, when compared to 2024-25. The EBITDA margin for 2025-26 stood
at 16% as against 15% in 2024-25. Blended EBITDA per ton for 2025-26 have increased by 14%
from Rs. 690 per ton in 2024-25 to Rs. 788 per ton in 2025-26.
Profit before exceptional items and tax for 2025-26 is Rs.
326.01 crores as against Rs. 125.91 crores in 2024-25, with a growth of 159%. Profit after
Tax (PAT) up by 66% from Rs. 417.39 crores in 2024-25 to Rs. 693.62 crores in 2025-26,
mainly due to exceptional items. The PAT margin stood at 8% for 2025-26 as against 5%
during 2024-25.
Financial Position
Analysis of the Balance Sheet – Separate Financial Statements
The summary of the financial position as at 31st March 2026 is detailed
below:
Particulars |
2025-26 |
2024-25 |
Variance |
|
|
Rs. in crores |
Rs. in crores |
Rs. in crores |
in % |
Assets |
|
|
|
|
| Non-current Assets |
14,293.63 |
14,143.29 |
150.34 |
1 |
| Current Assets |
2,386.89 |
2,230.81 |
156.08 |
7 |
Total Assets |
16,680.52 |
16,374.10 |
306.42 |
2 |
Equity & Liabilities |
|
|
|
|
| Equity |
8,142.37 |
7,493.76 |
648.61 |
9 |
| Non-current liabilities |
4,149.71 |
4,574.63 |
(424.92) |
(9) |
| Current liabilities |
4,388.44 |
4,305.71 |
82.73 |
2 |
Total Equity and Liabilities |
16,680.52 |
16,374.10 |
306.42 |
2 |
Non-current Assets
Non-current assets have increased by Rs. 150.34 crores due to the
following reasons: (a) The Company incurred a capital expenditure of Rs. 996.65 crores
towards capacity expansion at Kolimigundla, acquisition of mining lands and WHRS Capacity
expansion at RR Nagar besides regular capital expenditure. This is after adjusting
non-cash adjustments/ accruals viz. Depreciation and Amortisation of Rs. 736.49
crores (including capitalisation of depreciation of Rs. 0.29 crores), decrease in capital
payables of Rs. 83.33 crores and other non-cash adjustments of Rs. 2.60
crores. Besides the Company has derecognised the net carrying value of Rs. 41.23 crores
towards sale of asset during the year.
(b) The Company has derecognised the carrying value of investments in
Swiggy Limited amounting to Rs. 31.61 crores, upon sale of such investments during
the year. Further, the Company has acquired shares of subsidiary company amounting to Rs.
0.28 crores, making its subsidiary, a wholly owned subsidiary.
(c) The loans to subsidiaries have decreased by Rs. 2.90 crores
and other loans such as loans to employees and service providers have decreased by Rs.
1.07 crores due to loan repayments as per the schedule. The loans pertaining to
subsidiaries carry interest at an arms-length basis.
(d) Other non-current financial assets have increased by Rs. 5.88
crores mainly due to increase in deposits with government departments and related parties.
(e) Other non-current assets have increased by Rs. 41.27 crores
mainly due to increase in deposits under protest, in appeals and deposits with government
departments in view of upfront premium payment as per the terms of LOI for grant of mining
leases and increase in income refund receivable.
Current Assets
Current assets increased during the year by Rs. 156.08 crores due to
the following reasons:
(a) Inventories increased by Rs. 13.04 crores due to increase in stores
and spares and work in progress. However, the inventory turnover ratio decreased from 43
days in 2024-25 to 42 days in 2025-26, due to increase in revenue.
(b) Trade receivable increased by Rs. 70.03 crores. However, there is a
decrease in the average collection period from 34 days in 2024-25 to 31 days in 2025-26,
mainly due to increase in revenue.
(c) Increase in cash and bank balances by Rs. 19.40 crores.
(d) Increase in other current financial assets by Rs. 73.08
crores primarily due to increase in claims with government departments, increase in
industrial promotion assistance receivable from Government of Andhra Pradesh, amount
receivable from sale of property, plant and equipment and recognition of foreign exchange
forward contract (derivative asset).
(e) Excess tax payments in the earlier years amounting to Rs. 20.16
crores have been claimed as a refund during 2025-26 while filing return of income and
recognised as ‘Income Tax Refund Receivable' under other non-current assets
during the year, reflecting the period in which it is expected to be realised.
(f) Short term loans to employees and service providers decreased by
Rs. 1.72 crores due to receipt of loans as per loan schedule.
(g) Increase in other current assets by Rs. 2.41 crores due to increase
in unutilised tax credits availed under GST and increase in claims with government
departments which is partially offset by reduction in prepaid expenses and supplier
advances.
Equity
(a) There is no change in the equity share capital during the year.
(b) The total comprehensive income for the year is Rs. 695.92
crores. The Company has paid final dividend for 2024-25 during 2025-26 amounting to Rs.
47.31 crores. The Company's return on net worth stands at 9% for 2025-26 after
considering the exceptional items.
Non-current liabilities
(a) Long-term Borrowings have decreased by Rs. 575.16 crores due
to repayment of borrowings using the proceeds from sale of surplus lands. The debt-equity
ratio and net debt/EBITDA stood at 0.47 times and 2.47 times respectively as at
31st March 2026 as against 0.62 times and 3.51 times as at 31st March 2025. Return on
capital employed stands at 9% after considering the exceptional items. The decrease in
Debt-Service Coverage Ratio from 1.29 times in 2024-25 to 1.19 times in 2025-26 is due to
increase in the principal repayment during the year.
(b) Deferred Tax Liabilities increased by Rs. 137.71 crores due to
recognition of temporary differences of Rs. 139.68 crores primarily due to tax
impact on unabsorbed depreciation, differences between book depreciation and depreciation
under income tax act and tax credit adjustments pertaining to earlier years of Rs. 1.97
crores. (c) Provisions have increased by Rs. 18.32 crores due to increase in provision for
mines restoration obligation. Lease Liabilities have decrease by Rs. 3.42 crores mainly
due to de-recognition of right-of-use assets and its corresponding lease liability that
have been terminated during the year.
(d) Deferred Government Grant have decreased by Rs. 2.37 crores
due to recognition of grant income during the year.
Current liabilities
(a) Short-term Borrowings other than current maturities of long-term
borrowings decreased by Rs. 205.44 crores
(b) Current maturities of long-term borrowings decreased by Rs. 19.45
crores, which is due within one year as per repayment schedule.
(c) Security deposits from customers/Customer's credit balance
with customers have increased by Rs. 215.62 crores because of increase in customer
deposits which was partially offset decrease in accruals of customer rebates available for
adjustment in subsequent periods.
(d) Trade payables increased by Rs. 264.14 crores; Accordingly, the
average payable days has increased from 41 days in 2024-25 to 43 days in 2025-26.
(e) Decrease in factoring liability by Rs. 21.76 crores, being the
amount directly remitted by the customers to the Company subsequent to factoring, is
disclosed as other financial liabilities, which is payable to the bank on respective due
dates as per the terms of factoring arrangement.
(f) Statutory liabilities decreased by Rs. 69.01 crores due to
increased ITC credit available in the month of March 2026 due to procurement of fuel
shipments during March 2026.
(g) Provisions decreased by Rs. 2.18 crores due to decrease in
provision for compensated absences based on adoption of new labour Code.
(h) Payable for capital goods decreased by Rs. 83.33 crores, which is
being paid as per the agreed terms with the capital goods suppliers.
(i) Other liabilities increased by Rs. 4.14 crores due to increase in
current tax liabilities by Rs. 6.30 crores and increase in interest accrued, book
overdraft and other payables by 4.31 crores which is partially offset by decrease in other
liabilities by Rs. 6.47 crores primarily due to decrease in foreign exchange forward
contracts, unclaimed dividends, deferred government grant and advanced received against
sale of assets.
(j) Current ratio for the year stood at 1.20 times in 2025-26 as
against 1.05 times in 2024-25.
Cash flows
Analysis of the Cash flows – Separate Financial Statements
The summary of the Cash flows for the year ended 31st March 2026 is
given below:
|
|
Rs. in crores |
Particulars |
31st March 2026 |
31st March 2025 |
| Net cash flows from Operating Activities |
1,611.08 |
1,402.22 |
| Net cash flows used in Investing Activities |
(336.90) |
(545.19) |
| Net cash flows used in Financing Activities |
(1,256.74) |
(781.90) |
| Net increase in Cash & Cash Equivalents |
17.44 |
75.13 |
Net cash flows from Operating Activities
Net cash flows from Operating activities increased by Rs. 208.86 crores
due to increase in EBITDA and working capital release.
Net cash flows used in Investing Activities
This largely covers the Capex incurred for integrated unit at
Kolimigundla, construction chemical plants and acquisition of mining lease and lands, WHRS
Plant at Ramasamy Raja Nagar and other general capex for an amount of 996.65 crores,
investment in subsidiary of Rs. 0.28 crores as reduced by proceeds from sale of property,
plant and equipment including surplus lands and sale of equity investments measured at
FVTOCI for Rs. 635.56 crores net of its direct expenses, loan repaid by subsidiary of Rs.
2.90 crores and interest, dividend and lease rental receipts of Rs. 21.57 crores.
Net cash flows used in Financing Activities
Net cash flows from Financing Activities represent repayment of
borrowings for an amount of Rs. 804.61 crores from the proceeds of sale of equity
investments and surplus lands and payment of interests/dividend/lease liabilities of Rs.
452.13 crores.
Movement in Key Financial Ratios
Particulars |
UOM |
31st March 2026 |
31st March 2025 |
Variation in % |
Formula adopted |
What does it signify |
| Debtors Turnover Ratio |
Days |
31 |
34 |
(9) |
365 Days/(Net Revenue from sale of
products/Average Trade Receivables) |
It indicates the average collection period
and measures the efficiency of the Company in managing its accounts receivables |
| Inventory Turnover Ratio |
Days |
42 |
43 |
(2) |
365 Days/(Net Revenue from sale of
products/Average Inventories) |
It indicates the average inventory holding
period and measures the efficiency with which the Company utilises or managing its
inventory |
| Interest Coverage Ratio |
Times |
3.05 |
2.40 |
27 |
Profit before Interest and Depreciation but
after current tax/ Gross Interest |
It indicates the Company's ability in
terms of earnings to meet the interest obligations |
| Current Ratio |
Times |
1.20 |
1.05 |
14 |
Current Assets/(Total Current Liabilities -
Security Deposits payable on demand - Current maturities of Long term debt) |
It indicates the level of current assets to
meet the current liabilities |
| Debt-Equity Ratio |
Times |
0.47 |
0.62 |
(24) |
Total Debt/ Total Equity |
It indicates the measure to which the
Company is financing its operations through debt versus wholly owned funds |
| Operating Profit Margin |
% |
16 |
15 |
7 |
EBITDA/Net Revenue |
It indicates the percentage of profit after
all expenses except for interest, depreciation and taxes on the total revenue |
| Net Profit Margin |
% |
8 |
5 |
60 |
Net Profit/Net Revenue |
It indicates the percentage of profit after
all expenses including interest, depreciation and taxes on the total revenue |
| Return on Networth |
% |
9 |
6 |
50 |
Total Comprehensive Income/ Average Net
worth |
It indicates the percentage of return
generated to equity shareholders |
| Net Debt/EBITDA |
Times |
2.47 |
3.51 |
(30) |
(Total Debt - Cash and Cash
equivalents)/EBITDA |
It indicates the relevance of company's
operating income to its debt |
| Return on Capital employed |
% |
9 |
7 |
29 |
(Total Comprehensive Income + Interest)/
Average of (Equity + Total Borrowings) |
It indicates the percentage of return
generated on equity capital and debt capital |
| Price Earnings Ratio |
Times |
32 |
51 |
(37) |
Closing Market Price per share as at year
end/ Earnings per share |
It indicates the relevance of the
Company's share price to the earnings per share. |
| Blended EBITDA per Ton |
In Rs. |
788 |
690 |
14 |
EBITDA/Sale Volume |
It indicates the operating profit per ton of
cement sold |
| Debt Service Coverage Ratio |
Times |
1.19 |
1.29 |
(8) |
(Profit before Interest and Depreciation but
after current tax)/(Principal Debt Repayment excluding prepayments towards debt
replacement + Gross Interest towards debt replacement + Gross Interest) |
It indicates the availability of operating
profit to pay its current maturities of debts and interest obligations |
Reason for relative variation in excess of ? 25%
(a) Interest Coverage Ratio improved by 27% and Net Debt/ EBITDA
improved by 30%, primarily on account of higher EBITDA driven by improvement in cement
prices over the previous year, coupled with reduction in finance cost and net debt as at
the reporting date following utilisation of proceeds from sale of non-core assets towards
deleveraging.
(b) Net Profit Margin increased by 60%, Return on Networth increased by
50% and Return on Capital Employed increased by 29%, primarily due to higher EBITDA
arising from improvement in cement prices compared to the previous year, together with
lower finance cost consequent to deleveraging from proceeds of sale of non-core assets,
and gains on sale of such non-core assets recognised during the year.
(c) Price Earnings Ratio decreased by 37%, primarily on account of
higher earnings per share for the year driven by improved profitability, against a
relatively lower movement in the closing market price per share as at the year end.
Risk Management Policy
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation
17(9) of LODR, the Company has developed and implemented a Risk Management Policy. The
Policy envisages identification of risk and procedures for assessment and strategies to
mitigate/minimisation of risk thereof. The Risk Management Policy of the Company is
available at the Company's website, at the following weblink: https://www.ramcocements.in/investors/codes-and-policies
Risk Management
The Company has in place a robust risk management framework designed to
identify, assess, monitor and mitigate key risks that may impact its operations, financial
performance and strategic objectives. The framework is aligned with the size, scale and
complexity of the Company's operations and is periodically reviewed by the Risk
Management Committee and the Board.
The Company continuously monitors the risks associated with its
operations and implements appropriate mitigation measures, including cost optimization
initiatives, diversified sourcing strategies, operational efficiencies and strict
compliance mechanisms.
A detailed exposition of the risk management framework, key risks
identified, and the mitigation strategies adopted by the Company is provided in the
Corporate Overview on Page No. 20, which forms part of this Report.
Human Resources
Ramco Cements' workforce of 3,890 employees delivered an 89%
retention rate in 2025-26, reflecting the Company's sustained focus on building an
engaged, capable, and future-ready organisation. HR priorities this year shifted from
administrative oversight to an integrated Employee Experience model built around:
• Purpose & Clarity
• Performance & Rewards
• Future Value Creation
• Work Environment & Engagement
Talent acquisition grew more targeted, with hiring aligned to
role-critical capabilities and supported by structured outreach including walk-in drives
and active sourcing through LinkedIn and Naukri. Attrition rose marginally to 11% from
9.5% in the prior year, with retention efforts reinforced across critical functions. On
the well-being front, the organisation moved from reactive to proactive care - conducting
cardiac health camps, 51 mental health webinars, and reaching 1,754 employee
participations across the year.
Recognition programmes including the Long Service Award (189
recipients), Safety Champion Award (241 recipients), and the Gem Award continued to
reinforce performance, safety, and long-term contribution.
Read more about our Human Capital approach on Page No. 34.
Subsidiary Companies
The Company has two subsidiaries, viz. Ramco Windfarms Limited and
Ramco Industrial and Technology Services Limited. The Company has no material
subsidiaries.
Ramco Windfarms Limited (RWL)
The Share Capital of RWL is Rs. 1 crore. At the beginning of the year,
the Company was holding 71.50% of the share capital of RWL and the balance was held by
Ramco Group of Companies. During the year, the Company had acquired the balance shares of
RWL from Ramco Group of Companies and on 21st August 2025, RWL had become a wholly owned
subsidiary of the Company.
The installed capacity of RWL was 39.835 MW as on 31st March
2026 comprising of 127 Wind Electric Generators. The Company had generated 349 lakh units
of power as compared to 284 lakh units of power during the previous year. The revenue for
the Company for the year ended 31st March 2026 was Rs. 9.92 crores compared to Rs. 8.03
crores for the previous year.
The Company had incurred a loss of Rs. 2.17 crores for the year ended
31st March 2026 as against a loss of Rs. 11.38 crores for the previous year.
The Total Comprehensive Income of the Company for the year was Rs.
(2.17) crores as against Rs. (11.38) crores of the previous year.
On 14th March 2026, RWL had applied to National Company Law Tribunal,
Chennai, for its amalgamation with the holding company. The appointed date is 1st April
2026.
Benefits of Amalgamation
The merger will significantly reduce legal, administrative, regulatory,
and compliance costs associated with maintaining a separate subsidiary. Statutory filings,
audits, and related compliances will be consolidated under a single company. The merger
will align the ownership of the wind power generation assets with the actual power
consumption by TRCL. The merger will also enable TRCL to directly own and manage the wind
power assets thereby optimising on maintenance cost, man-power cost, power costs and focus
on sustainability initiatives.
The amalgamation will enable TRCL to avail the benefit of carry forward
and set-off of accumulated losses and unabsorbed depreciation of RWL, subject to
fulfilment of applicable conditions under the Income-tax Act.
Ramco Industrial and Technology Services Limited (RITSL)
The Share Capital of RITSL is Rs. 4.78 crores, out of which 94.11% is
held by the Company. The rest of the share capital is held by Ramco Group of Companies.
The Company was providing Transport services. The Company was not able
to sustain the availability of dedicated trucks and was dependent on market trucks. As it
was becoming difficult to maintain the operating margin, the business has been
discontinued with effect from 1st December 2025.
The Company continue to provide Manpower services and Information
Technology related services, mainly involving Software Implementation services.
The revenue of the Company for the year ended 31st March 2026 on
standalone basis was Rs. 43.65 crores as against Rs. 57.34 crores for the previous year.
The Company's profit after tax was Rs. 0.30 crores as against Rs. 3.26 crores for the
previous year. The Total Comprehensive Income of the Company for the year was Rs. 0.88
crores as against Rs. 2.99 crores of the previous year.
In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a
statement containing the salient features of the Financial Statements of the Subsidiaries
and Associates is attached in Form AOC-1 as Annexure-1. The contribution of Subsidiaries
and Associates to the overall performance of the Company are available in Form AOC-1.
In accordance with Regulation 46(2)(s) of LODR, separate audited
financial statements of the above subsidiary companies are placed in the website of the
Company.
Consolidated Financial Statements
The Company has 4 Associate Companies, viz. Rajapalayam Mills Limited,
Ramco Industries Limited, Ramco Systems Limited and Madurai Trans Carrier Limited.
As per provisions of Section 129(3) of the Companies Act, 2013 and
Regulation 34 of LODR, Companies are required to prepare a consolidated financial
statement of the Company and of all the Subsidiaries and Associate Companies, which shall
also be laid before the Annual General Meeting of the Company.
Accordingly, the consolidated financial statements incorporating the
accounts of Subsidiary Companies and Associate Companies, along with the Auditors'
Report thereon, forms part of this Annual Report.
As per Section 136(1) of the Companies Act, 2013, the financial
statements including consolidated financial statements are available at the Company's
website at the following Link: https://www.ramcocements.in/investors/_nancials
Separate audited accounts in respect of the subsidiary companies are
also made available at the Company's website. The Company will provide a copy of
separate audited financial statements in respect of its Subsidiary Companies to any
shareholder of the Company who asks for it.
The consolidated net profit after tax of the Company amounted to Rs.
698.65 crores for the year ended 31st March 2026 as compared to Rs. 272.65 crores of the
previous year.
The consolidated total comprehensive income for the year ended 31st
March 2026 was Rs. 699.17 crores as against Rs. 262.88 crores of the previous year.
Directors and Key Managerial Personnel
Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is
reported that, there have been no changes in the Directors and Key Managerial Personnel
during the year under review and after the end of the year and up to the date of the
report.
Shri.P.R.Venketrama Raja retires at the forthcoming AGM and offers
himself for reappointment. His reappointment has been included as an Ordinary Resolution,
in the Notice convening the AGM scheduled to be held on 20th August 2026.
The disclosures for his reappointment, as required under Secretarial
Standard-2 are available in the notice convening the AGM.
The Independent Directors hold office for a fixed term of 5
years from the date of their appointment and are not liable to retire by rotation.
The Company has received necessary declarations from all the
Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013.
Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is
reported that, there have been no changes in the Key Managerial Personnel during the year
under review and after the end of the year and upto the date of the report. The Company
had formulated a Code of Conduct for the Directors and Senior Management personnel and the
same has been complied with.
The Company has a policy relating to appointment and remuneration of
Directors, Key Managerial Personnel and other employees duly approved by the Board of
Directors, based upon the recommendation of Nomination and Remuneration Committee, in
accordance with Section 178(3) of the Companies Act, 2013.
As per Proviso to Section 178(4) of the Companies Act, 2013, the
salient features of the Nomination and Remuneration Policy should be disclosed in the
Board's Report. Accordingly, the following disclosures are given: Salient Features of
the Nomination and Remuneration Policy: The objective of the Policy is to ensure that: (a)
the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate directors of the quality required to run the Company successfully; (b)
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and (c) remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Committee and this Policy are in
compliance with the Companies Act, 2013 and LODR. The web address of the Policy is –https://www.ramcocements.in/investors/codes-and-policies
As required under Regulation 25(7) of LODR, the Company has programmes
for familiarisation for the Independent Directors about the nature of the industry,
business model, roles, rights and responsibilities of Independent Directors and other
relevant information. As required under Regulation 46(2)(i) of LODR, the details of the
Familiarisation Programme for Independent Directors are available at the Company's
website, at the following link –https://www.ramcocements.in/investors/management
The details of familiarisation programme are explained in the Corporate
Governance Report also.
The details of remuneration received by the Managing Director, during
the year under review are available in the Corporate Governance report.
Board Evaluation
Pursuant to Section 134(3)(p) of the Companies Act, 2013, and
Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and
timeliness of the flow of information between the Management and the Board, performance of
the Board as a whole and its Members and other required matters.
Pursuant to Schedule II, Part D of LODR, the Nomination and
Remuneration Committee has laid down evaluation criteria for performance evaluation of
Independent Directors, which is based on attendance, expertise and contribution brought in
by the Independent Director at the Board and Committee Meetings, which shall be taken into
account at the time of reappointment of Independent Director.
Pursuant to Regulation 17(10) of LODR, the Board of Directors have
evaluated the performance of Independent Directors and observed the same to be
satisfactory and their deliberations were beneficial in Board/Committee meetings.
Pursuant to Regulation 4(2)(f)(ii)(9) of LODR, the Board of Directors
have reviewed and observed that the evaluation framework of the Board of Directors was
adequate and effective. The Board's observations on the evaluations for the year
under review were similar to their observations for the previous year. No specific actions
have been warranted based on current year observations.
The Company would continue to familiarise its Directors on the
industry, technology and statutory developments, which have a bearing on the Company and
the industry, so that Directors would be effective in discharging their expected duties.
Meetings
During the year, 5 Board Meetings were held. The details of Meetings of
the Board and Committees held during the financial year including the number of Meetings
attended by each Director are given in the Corporate Governance Report. The details of
Committees constituted by the Board are available in the Corporate Governance Report.
Recommendations of Audit Committee
There has not been an occasion, where the Board had not accepted any
recommendation of any Committee of the Board.
Secretarial Standards
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. The Company is in compliance with all the applicable Secretarial
Standards.
Public Deposits
The Company has stopped accepting deposits from 1st April 2014 and have
repaid/transferred to IEPF the deposits as the case may be and no deposit amount is
pending with the Company.
Orders Passed by Regulators
Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is
reported that, no significant and material orders have been passed by the Regulators or
Courts or Tribunals, impacting the going concern status and Company's operations in
future.
Internal Financial Controls
In accordance with Section 134(5)(e) of the Companies Act, 2013, the
Company has Internal Financial Controls by means of Policies and Procedures commensurate
with the size and nature of its operations and pertaining to financial reporting. In
accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby
confirmed that the Internal Financial Controls are adequate with reference to the
financial statements.
Particulars of Loans, Guarantees and Investments
Pursuant to Section 186(4) of the Companies Act, 2013, the details of
loans, guarantees and investments along with the purposes are provided under Notes No. 12,
13, 14, 21 and 50 of Notes to the Separate Financial Statements.
Audits
Statutory Audit
The Members at the Annual General Meeting held on 10th August
2022 have appointed M/s.Ramakrishna Raja And Co., Chartered Accountants, (FRN: 005333S)
and M/s.SRSV & Associates, Chartered Accountants, (FRN: 015041S), as the Statutory
Auditors of the Company for their second term of five years from the conclusion of the
64th Annual General Meeting, till the conclusion of the 69th Annual General Meeting of the
Company. In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations, 2015, the
auditors have submitted the necessary certificates issued by Peer Review Board of The
Institute of Chartered Accountants of India.
The report of the Statutory Auditors for the year ended 31st
March 2026 does not contain any qualification, reservation or adverse remark. No fraud has
been reported by the Company's Auditors.
Cost Audit
As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014, the
Company is required to maintain cost records and accordingly such records and accounts are
made and maintained.
The Board of Directors had approved the appointment of M/s. Geeyes
& Co., Cost Accountants as the Cost Auditors of the Company to audit the
Company's Cost Records for the year 2026-27 at a remuneration of Rs. 7,50,000/-
(Rupees Seven lakhs fifty thousand only) exclusive of GST and out-of-pocket expenses. The
remuneration of the cost auditor is required to be ratified by the members in accordance
with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies
(Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration
had been included in the Notice convening the 68th Annual General Meeting scheduled to be
held on 20th August 2026, for ratification by the Members. The Cost Audit Report for the
financial year 2024-25, due to be filed with MCA by 6th September 2025, had been filed on
1st September 2025. The Cost Audit Report for the financial year 2025-26 due to be
submitted by the Cost Auditor within 180 days from the closure of the financial year will
be filed with the Ministry of Corporate Affairs, within 30 days of such submission.
Secretarial Audit
M/s.Sriram Krishnamurthy & Co., Company Secretaries (formerly known
as M/s.S.Krishnamurthy & Co.), (Firm Registration No. P1994TN045300 and Peer Review
Certificate No. 6684/2025), who are the Secretarial Auditors of the Company for the year
2025-26, had conducted the Secretarial Audit. Pursuant to Section 204(1) of the Companies
Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year
ended 31st March 2026 is attached as Annexure-2. The report does not contain any
qualification, reservation or adverse remark. As per Regulation 24A(1)(b) of LODR, on the
basis of recommendation of Board of Directors, a listed entity shall appoint the
Secretarial Auditor/Secretarial Audit Firm for a term of five consecutive years with the
approval of its shareholders at the AGM. Accordingly, at the AGM held on 13th August 2025,
the Shareholders of the Company had approved the appointment of M/s.Sriram Krishnamurthy
& Co., Company Secretaries, for a five consecutive financial years commencing from
2025-26 till 2029-30.
There are no changes in the Statutory, Cost and Secretarial Auditors of
the Company during the year under review and up to the date of this report.
Annual Return
The draft of the Annual Return for the year ended 31st March
2026 in Form MGT-7 is available in the Company's website at the following link: https://www.ramcocements.in/investors/shareholders
Corporate Governance
The Company has complied with the requirements regarding Corporate
Governance as stipulated in LODR. As required under Schedule V(C) of LODR, a Report on
Corporate Governance being followed by the Company is attached as Annexure-3. No
complaints had been received pertaining to sexual harassment, during the year under
review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point
No.12(l) of Corporate Governance Report. As required under Schedule V(E) of LODR, a
Certificate from the Secretarial Auditors confirming compliance of conditions of Corporate
Governance is also attached as Annexure-4. As required under Regulation 34(3) read with
Schedule V Para C (10)(i) of LODR, Certificate from the Secretarial Auditor that none of
the Company's Directors have been debarred or disqualified from being appointed or
continuing as Directors of Companies, is enclosed as Annexure-5.
Corporate Social Responsibility
In terms of Section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee
and adopted a CSR Policy which is based on the philosophy that "As the Organisation
grows, the Society and Community around it also grows." The Annual Report on CSR
activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules,
2014 is attached as Annexure-6.
Vigil Mechanism/Whistle Blower Policy
In accordance with Section 177(9) and (10) of the Companies Act, 2013
and Regulation 22 of LODR, the Company has established a Vigil Mechanism and has a Whistle
Blower Policy. The Policy provides the mechanism for the receipt, retention and treatment
of complaints and to protect the confidentiality and anonymity of the stakeholders. The
complaints can be made in writing to be dropped into the Whistle Blower Drop Boxes or
through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access
to these. The Policy provides to the complainant access to the Chairman of the Audit
Committee. The weblink for the Vigil Mechanism is disclosed in the Corporate Governance
Report.
Related Party Transactions
Prior approval/omnibus approval is obtained from the Audit Committee
for all Related Party Transactions and the transactions are also periodically placed
before the Audit Committee for its approval. The details of contracts required to be
disclosed in Form AOC-2 are given in Annexure-7.
No transaction with any related party is material in nature, in
accordance with Company's "Related Party Transaction Policy" and Regulation
23 of LODR. In accordance with Ind AS-24, the details of transactions with the related
parties are set out in the Notes to the Financial Statements.
As required under Regulation 46(2)(g) of LODR, the Related Party
Transaction Policy is disclosed in the Company's website and its weblink is –https://www.ramcocements.in/investors/codes-and-policies
As required under 46(2)(h) of LODR, the Company's Material
Subsidiary Policy is disclosed in the Company's website and its weblink is –https://www.ramcocements.in/investors/codes-and-policies
Material Changes since 1st April 2026
There have been no material changes affecting the financial position of
the Company between the end of the financial year and till the date of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3)
of Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure-8.
Particulars of Employees and Related Disclosures
The disclosure with respect to remuneration as required under Section
197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-9.
The statement containing names of the top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure
forming part of this report. However, the annual report is being sent to the Members,
excluding the aforesaid Annexure. In terms of Section 136 of the Companies Act, 2013, the
said Annexure is open for inspection. Any Member interested in obtaining a copy of the
same may write to the Company Secretary.
Employee Stock Option Scheme
At the Annual General Meeting held on 3rd August 2018, the Members had
approved the following Employee Stock Option Schemes.
Name of the Scheme |
Total No. of Options |
Exercise Price |
Vesting Period |
Maximum Term |
Source |
| ESOS 2018 – Plan A |
5,00,000 |
Rs. 1/- per share |
One year from the date of grant |
31st December of the immediately succeeding
Financial Year, in which the vesting was done. |
Primary |
| ESOS |
7,00,000 |
Rs. 100/- per share |
|
|
|
| 2018 – Plan B |
|
|
|
|
|
The relevant disclosures in terms of Rule 12 of Companies (Share
Capital and Debentures) Rules, 2014 and Secretarial Standard on Report of the Board of
Directors are given below: Details of Movement of Employee Stock Options during the year:
Sl. No Particulars |
ESOS 2018 – Plan A |
ESOS 2018 – Plan B |
| (a) Number of options granted during the year |
Nil |
Nil |
| (b) Number of options vested during the year |
Nil |
Nil |
| (c) Number of options exercised during the
year |
Nil |
Nil |
| (d) Number of shares arising as a result of
exercise of options |
Nil |
Nil |
| (e) Number of options lapsed during the year |
Nil |
Nil |
| (f) Exercise Price |
Rs. 1/- |
Rs. 100/- |
| (g) Variation of terms of options |
Nil |
Nil |
| (h) Money realised by exercise of options
(INR), if scheme is implemented directly by the Company |
Nil |
Nil |
| (i) Total Number of options in force
(available for grant, but not yet granted) |
1,69,000 |
3,15,400 |
| (j) Employee-wise details of options granted
to |
|
|
| (i) Key Managerial Personnel |
Nil |
Nil |
| (ii) Any other employee who receives a grant
in any one year of option amounting to 5% or more of option granted during that year |
Nil |
Nil |
| (iii) Identified employees who were granted
option, during any one year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of grant |
Nil |
Nil |
The purpose of these plans are to facilitate Eligible Persons
(Employees with Long Service and Contributed to the growth of the Company) through
ownership of Shares of the Company to participate and gain from the Company's
performance, thereby acting as a suitable reward. Participation in the ownership of the
Company, through share based compensation schemes will be a just reward for the employees
for their continuous hard work, dedication and support, which has led the Company to be
what it is today.
The Plans are intended to:
• Create a sense of ownership within the organisation;
• Encourage Employees to continue contributing to the success and
growth of the organisation;
• Retain and motivate Employees;
• Encourage Eligible Persons to align their performance with
Company objectives;
• Reward Eligible Persons with ownership in proportion to their
contribution;
• Align interest of Eligible Persons with those of the
organisation.
The schemes are in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. During the year under review, no material
changes have been made in the schemes.
A certificate from the Company's Secretarial Auditors, with
respect to implementation of the above Employee Stock Option Schemes in accordance with
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the
resolution passed by the Members of the Company has been received and the same is attached
as Annexure-10. The details as required under Part F of Schedule I read with Regulation 14
of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are disclosed
on the Company's website and the web link is given below: https://www.ramcocements.in/investors/shareholders
Credit Rating
The ratings for the Company's borrowing are available in Corporate
Governance Report.
Awards
The Company has been receiving various awards in Environment, Health
& Safety, CSR, Energy Efficiency, etc. More details are available in Page No. 42.
Business Responsibility and Sustainability Report (BRSR)
The details of key initiatives with respect to stakeholder
relationship,customerrelationship,environment,sustainability, health & safety are
available in the BRSR for the year 2025-26, which forms part of this report.
Shares
The Company's shares are listed in BSE Limited and National Stock
Exchange of India Limited.
Investor Education and Protection Fund (IEPF)
Dividend amount remaining unclaimed/unpaid for a period of over 7
years, transferred to IEPF, during the year under review are detailed below:
Dividend Details |
Amount Transferred – Rs. |
Date of Transfer to IEPF |
| 2017-18 |
20,14,539 |
21st August 2025 |
Shares transferred to IEPF, during the year under review are detailed
below:
No. of Shares |
Date of Transfer to IEPF |
| 45,022 |
4th September 2025 |
Year wise amount of unpaid/unclaimed dividend lying in the unpaid
account and corresponding shares, which are liable to be transferred to IEPF and due dates
for such transfer, are tabled below:
Year |
Type of Dividend |
Date of Declaration of Dividend |
Last Date for Claiming Unpaid Dividend |
Due Date for Transfer to IEP Fund |
No. of Shares of Rs. 1/- each |
Amount of Unclaimed/Unpaid Dividend as
on 31st March 2026 – Rs. |
| 2018-19 |
Dividend |
8th August 2019 |
7th August 2026 |
6th September 2026 |
4,06,381 |
19,19,943 |
| 2019-20 |
Dividend |
3rd March 2020 |
2nd March 2027 |
1st April 2027 |
3,29,342 |
14,07,355 |
| 2020-21 |
Dividend |
12th March 2021 |
11th March 2028 |
10th April 2028 |
3,94,809 |
17,40,977 |
| 2021-22 |
Dividend |
10th August 2022 |
9th August 2029 |
8th September 2029 |
4,03,045 |
17,45,065 |
| 2022-23 |
Dividend |
10th August 2023 |
9th August 2030 |
8th September 2030 |
3,87,158 |
11,46,187 |
| 2023-24 |
Dividend |
16th August 2024 |
15th August 2031 |
14th September 2031 |
7,74,208 |
23,37,829 |
| 2024-25 |
Dividend |
13th August 2025 |
12th August 2032 |
11th September 2032 |
10,97,385 |
24,08,711 |
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors
confirm that (a) they had followed the applicable accounting standards along with proper
explanation relating to material departures, if any, in the preparation of the annual
accounts for the year ended 31st March 2026; (b) they had 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 as on 31st March 2026 and of the profit of the Company for the year ended
on that date; (c) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they had prepared the annual accounts on a going concern basis; (e)
they had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and (f) they had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
Acknowledgement
The Directors are grateful to the various Departments and agencies of
the Central and State Governments for their help and co-operation. They are thankful to
the Financial Institutions and Banks for their continued help, assistance and guidance.
The Directors also wish to place on record their appreciation of employees at all levels
for their commitment and their contribution.
|
On behalf of the Board of Directors, |
|
For THE RAMCO CEMENTS LIMITED, |
R.DINESH |
P.R.VENKETRAMA RAJA |
| Director |
Managing Director |
| DIN: 00363300 |
DIN: 00331406 |
| Chennai |
|
| 22nd May 2026 |
|
|