డైరెక్టర్ల నివేదిక Mangalam Cement Ltd.

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

1. FINANCIAL HIGHLIGHTS (? in Lakhs)

2. OVERALL PERFORMANCE & STATE OF OPERATIONS
OF THE COMPANY

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

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

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

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

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

3. DIVIDEND

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

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

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

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

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

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

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

4. TRANSFER TO GENERAL RESERVE

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

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

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

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

6. WIND TURBINES

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

7. CAPTIVE THERMAL POWER PLANT

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

8. WASTE HEAT RECOVERY PLANT

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

9. SOLAR POWER

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

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

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

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

10. FINANCE

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

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

from various bankers from time to time as required.

11. RISKMANAGEMENT

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

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

12. CREDITRATINGS

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

13. INSURANCE

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

14. CHANGES IN SHARE CAPITAL

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

15. COMMITTEES OF THE BOARD

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

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholder''s Relationship Committee;

iv) Risk Management Committee;

v) Corporate Social Responsibility Committee;

vi) ShareTransferCommittee;and

vii) Investment Committee

viii) TCWG Committee

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

16. NUMBEROFTHEBOARDMEETINGS

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

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

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

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

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

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

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

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

(ii) Shri Yaswant Mishra, Executive Director & CFO

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

(2) Retirement by rotation and subsequent
re-appointment

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

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

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

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

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

18. DECLARATION BY INDEPENDENT DIRECTORS OF THE
COMPANY

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

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

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

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

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

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

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

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

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

20. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

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

21. COMPLIANCE WITH SECRETARIAL STANDARDS

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

22. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(3) (c) ofthe Companies Act, 2013:-

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

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

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

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

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

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

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

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

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

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

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

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

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

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

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

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

26. FINANCIAL STATEMENTS AND AUDITOR''S REPORT

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

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

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

27. STATUTORY AUDITOR''S AND THEIR REPORT

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

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

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

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

28. COST AUDITOR AND COST AUDIT REPORT

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

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

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

respect of its manufacturing activities.

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

29. SECRETARIAL AUDITOR AND THEIR REPORT

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

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

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

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

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

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

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

31. LOANS, GUARANTEES, SECURITY AND INVESTMENT

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

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

part ofthe Standalone Financial Statements.

32. PARTICULARS OF CONTRACT OR ARRANGEMENT
WITH RELATED PARTIES

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

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

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

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

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

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

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

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

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

34. ANNUAL RETURN

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

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

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

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

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

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

37. CEO/CFO CERTIFICATION

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

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

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

38. NODAL OFFICER

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

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

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

40. CORPORATE GOVERNANCE REPORT

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

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

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

41. COMPOSITION OF AUDIT COMMITTEE

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

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

42. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

45. NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

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

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

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

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

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

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

46. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

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

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

47. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

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

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

48. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

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

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

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

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

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

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

51. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
COMPANIES

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

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

52. CHANGES IN NATURE OF BUSINESS

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

53. REPORTING OF FRAUD BY THE AUDITORS

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

54. PUBLIC DEPOSITS

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

55. AWARDS

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

36th Mines Environment & Mineral Conservation Week 2025¬
2026

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

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

38th Mines Safety Week 2025-26

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

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

39TH MINES SAFETYWEEK-2025-2026

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

40TH MINES SAFETY WEEK 2026-27

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

FIVE STAR RATING AWARD:

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

56. GENERAL DISCLOSURES

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

transactions during the year under review:

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS

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

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

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

For and on behalf of the Board of Directors

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

The Directors have pleasure in presenting the 49th Annual Report ofthe Company along with the Audited Financial Statements fortheyear ended 31st March, 2025.

2. OVERALL PERFORMANCE

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

3. DIVIDEND

The Board of Directors at its meeting held on 10th May, 2025 has recommended payment of ? 1.50 @ 15% per equity shares of the face valueof ? 10/- each as final dividend for the financial year ended 31st March, 2025. The Payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) ofthe Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date i.e. Friday, 15th August, 2025 on approval by the Shareholders at the Annual General Meeting.

In view ofthe provisions ofthe Income TaxAct, 1961, dividends paid or distributed by the Company shall be taxable in the hands ofthe shareholders. The Company shall accordingly make the payment ofthe final dividend after deduction of Tax at Source.

The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial year under review and in terms of Dividend Distribution Policy.

The Dividend Distribution Policy is available on the website of the Company at https://www.mangalamcement.com /pdf/policy/Dividend_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 of financial performance and results of operations ofthe Company, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms an integral part of this report. It inter-alia gives the details of the overall industry structures, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material 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 122.16 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 1,360.48 lakhs Kwh from the Captive Power Plant (CPP). It has also secured sufficient long-term sourcing for its requirement of Thermal Coal for the CPP.

8. WASTE HEAT RECOVERY PLANT

The Waste Heat Recovery (WHR) Power Plant of 11 MW is running at its optimum capacity. This lowers the power costs forthe 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 706.67 lakhs Kwh.

9. SOLAR POWER

A Solar power system of 0.50 MW has been installed at Aligarh unit and is fully operational.

10. FINANCE

During the period under review, the Company has made repayment/pre-payment of term loan of ? 12,165.34 Crores 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

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation. Detailed disclosure on risks identified and mitigation steps have been included in the Management Discussion and Analysis set out in this Annual Report.

The Board of Directors have constituted a Risk Management Committee, the details of composition of the Committee and meetings held during the financial year 2024-25 are provided in the Corporate Governance Report, which is 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 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 A1 ; stable (A One plus; outlook: stable).

Further, CARE has also reaffirmed its rating for Company''s commercial paper issuance as CARE A1 (A One plus; outlook: stable).

13. INSURANCE

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

14. CHANGESINSHARECAPITAL

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

15. COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable law, your Board has constituted several committee ofthe Board namely:-

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) InvestmentCommittee

The details of the Committees along with their composition, number of meetings held during the financial year 2024-25, 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 2024-25, the Board of Director of the Company met Five (5) times i.e. 1st May, 2024, 5th August, 2024, 10th September, 2024, 14th November, 2024 and 6th February, 2025.

The intervening gap between the meetings was within the period prescribed under the CompaniesAct, 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 which forms part ofAnnual Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management and strategy. Except, Independent Directors, all other Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

(1) Appointment/Resignation/Cessation

The Board of Directors in their meeting held on 5th August, 2024, based on the recommendation of Nomination and Remuneration Committee of the Company, appointed Smt. Himalyani Gupta (DIN:00607140) as a Non-Executive Independent Director. Further, Shareholders of the Company through process of postal ballot (conducted as per the applicable provisions of the Companies Act, 2013 read with relevant rules and all applicable MCA Circulars), Result of which was declared on 28th October, 2024, passed the Special Resolution for approval of appointment of Smt. Himalyani Gupta, as a NonExecutive Independent Director for a period of five (5) years w.e.f. 5th August, 2024.

The Board of Directors in their meeting held on 14th November, 2024, based on the recommendation of Nomination and Remuneration Committee of the Company, appointed Shri Arun Chawla (DIN: 10520552) as Non-Executive Independent Director. Further,

Shareholders of the Company through process of postal ballot (conducted as per the applicable provisions of the Companies Act, 2013 read with relevant rules and all applicable MCA Circulars), Result of which was declared on 11th January, 2025, passed the Special Resolution for approval of appointment of Shri Arun Chawla, as a Non-Executive Independent Director for a period of five (5) years w.e.f. 14th November, 2024.

Shri Nand Gopal Khaitan, ceased to be Non-Executive Independent Director of the Company w.e.f. 9th September, 2024, due to completion of his 2nd term and Board of Directors at their meeting held on 10th September, 2024, appointed Shri Nand Gopal Khaitan as Non-Executive Non-Independent Director of the Company w.e.f. 10th September, 2024 and Shareholders of the Company through process of Postal Ballot, result of which was declared on 28th October, 2024, passed the Ordinary Resolution for approval of appointment/regularization of directorship of Shri Nand Gopal Khaitan, as Non-Executive NonIndependent Director of the Company.

Shri Gaurav Goel, ceased to be Non-Executive Independent Director of the Company w.e.f. 9th September, 2024, due to completion of his 2nd term and Board of Directors of the Company at their meeting held on 10th September, 2024 appointed Shri Gaurav Goel as Non -Executive Non-Independent Director of the Company w.e.f. 10th September, 2024 and Shareholders of the Company through process of Postal Ballot, result of which was declared on 28th October, 2024, passed the Ordinary Resolution for approval of appointment/regularization of directorship of Shri Gaurav Goel, as Non-Executive Non-Independent Director of the Company.

Smt. Aruna Makhan, ceased to be Non-Executive Independent Director of the Company w.e.f. 9th September, 2024, due to completion of her 2nd term. Shri Kamal Chand Jain was re-appointed as NonExecutive Independent Director of the Company for a Second term of 5 (Five) Consecutive years w.e.f. 19th September, 2024 and Shareholders of the Company through process of Postal Ballot, result of which was declared on 28th October, 2024, passed the Special Resolution for re-appointment of Shri Kamal Chand Jain, as Non- Executive Independent Director for a second term of Five (5) consecutive years w.e.f. 19th September, 2024.

Shri Kamal Chand Jain, Non-Executive Independent Director of the Company ceased to be Director of the Company w.e.f. 23rd October, 2024 due to his sad demise. Shri Kamal Chand Jain was Independent Director ofthe Company since 19th September, 2019, during his tenure as Director, the Company has immensely benefitted from his thorough knowledge, rich experience and active participation as Board Member. Shri Kamal Chand Jain sudden and unexpected passing away will be an irreparable loss to the Company.

The Board of Directors in their meeting held on 6th February, 2025, based on the recommendation of Nomination and Remuneration Committee of the Company, appointed Shri Yaswant Mishra, President (Corporate) & CFO, as an Additional Director of the Company and further, he was also appointed as an Executive Director of the Company w.e.f. 6th February, 2025. Shareholders of the Company through process of postal ballot (conducted as per the applicable provisions of the Companies Act, 2013 read with relevant rules and all applicable MCA Circulars), Result of which was declared on 1st May, 2025, passed the Ordinary Resolution for approval of appointment/regularization of directorship of Shri Yaswant Mishra of the Company and also passed the Special Resolution for approval of appointment of Shri Yaswant Mishra, as an Executive Director of the Company for a period of five (5) years w.e.f. 6th February, 2025.

He shall continue as Chief Financial Officer of the Company.

As recommended by the Nomination and Remuneration Committee and approved by the Board of Directors vide Circular Resolution which was approved by the Board on 3rd May, 2025. Shri Ajit Cherian Kuruvilla (DIN: 11087659) has been appointed as Non-Executive Independent Director under Section 149(10) of the CompaniesAct, 2013 and Listing Regulationsto hold office for a period of 5 (five) consecutive years with effect from 3rd May, 2025 till 2nd May, 2030 subject to the approval of the shareholders in forthcoming General Meeting/Postal Ballot.

In accordance with the provisions of section 2(51) and section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, following employees were the Key Managerial Personnel of the Company ("KMP") as on 31st March, 2025:-

(1) Shri Anshuman Vikram Jalan, Chairman & Wholetime Director

(ii) Shri Yaswant Mishra, Executive Director & CFO w.e.f. 6th February, 2025

(iii) Shri Pawan Kumar Thakur, GM (Legal) & 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 reappointment

Pursuant to provisions of section 152(6) (C) of the Companies Act, 2013 and pursuant to the Articles of Association ofthe Company, Shri Nand Gopal Khaitan (DIN:00020588), Non-Executive Non-Independent Director ofthe Company, being longest in the office is liable to retire by rotation at the ensuing Annual

General Meeting (''AGM'') and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Details ofthe proposal for his reappointment are given in the Notice of the Annual General Meeting. His re-appointment at the 49th AGM as a Director retiring by rotation would not constitute break in his appointment as Non-Executive NonIndependent Director of the Company.

Details ofthe Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS-2 (Secretarial Standards on General Meetings) are provided atthe end of the Notice convening the 49th Annual General Meeting (''AGM'').

18. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

For the financial year 2024-25, all the Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as laid down under Section 149(7) read with Section 149(6) ofthe CompaniesAct, 2013 and Regulation 16(1) (b) of SEBI Listing Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI Listing Regulations, as amended.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ("IICA") as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

The appointment and tenure of the Independent Directors, including the code for Independent Directors are available on the Company''s website, i.e. www.mangalamcement.com.

Further, pursuantto section 164(2) ofthe Companies Act, 2013 all the Directors have provided declaration in Form DIR-8 that they have not been disqualified to act as a Director.

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

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting ofthe Independent Directors was held on 6th February, 2025. 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 ofthe Board of Directors and General Meeting, respectively, have been duly followed by the Company.

22. DIRECTORS'' RESPONSIBILITYSTATEMENT

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 CompaniesAct, 2013:-

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

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

(iii) that the Directors have taken proper and sufficient care 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, 2025, 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 2024-25.

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 PERSONNEL AND EMPLOYEES

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

However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being sent to the shareholders ofthe Company excluding the said remuneration. A statement showing the names and other particulars ofthe 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 ofthe 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 CSR Policy pursuant to the Section 135 ofthe Companies Act, 2013 and rules framed thereunder. The Policy has been framed for undertaking activities as may be found beneficial for upliftment of society, environment protection and economic development for the weaker section with preference to local areas and areas near Company''s factory sites.

During the Financial Year 2024-25, CSR Obligation ofthe Company (i.e. 2% ofAverage Net Profit of lastthree Financial Years) was ?166.47 Lakhs. However, during the Financial Year

2023- 24, Company incurred excess CSR expenditure of ?16.43 Lakhs. So, CSRobligations of Companyforthe Financial year

2024- 25 after above set-off was ?150.04 Lakhs.

The Company has spent an aggregate amount of ?156.41 Lakhs during the Financial Year 2024-25 towards its CSR activities as against the spending of requirement of ?150.04 Lakhs, being 2% of average net profit after set off of ?16.43 Lakhs excess CSR expenditure incurred during the FY 202324. As a result, the excess amount spent during the FY 202425 i.e. 6.37 Lakhs would be carried forward for set off in the next Financial years.

Pursuant to Section 135 (4) ofthe Companies Act, 2013 and Rule 8 ofthe Companies (Corporate Social Responsibility Policy) Rules, 2014, a report on CSR containing particulars in the specified format is attached and forms part of this Annual Report.

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

♦Appointed as Member ofthe CSR Committee w.e.f. 10th September, 2024.

"Ceased to be Non-Executive Independent Director w.e.f. 9th September, 2024 and appointed as Non-Executive NonIndependent Director w.e.f. 10th September, 2024.

&Ceased to be Non-Executive Independent Director of the Company, w.e.f. 9th September, 2024 on completion of her 2nd Term as Non-Executive Independent Director and accordingly, ceased to be Member ofthe CSR Committee. 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 firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year no complaint was filed before the said 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 Policy of the 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 ofthe Company have been prepared in terms of provisions of Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) by following the applicable Indian Accounting Standards notified by the Ministry of Corporate Affairs and forms part of this Annual Report along with Auditor''s Report.

27. STATUTORY AUDITOR''S AND THEIR REPORT

M/s. Singhi & Co., Chartered Accountants, (Firm Registration Number: 302049E) were appointed as the Statutory Auditors of the Company for second term of 5 years at the 46thAnnual General Meeting ofthe Company and theirterm shall expire at ensuing 51st Annual General Meeting of the Company.

The Company has received written consent and certificate of eligibility in accordance with sections 139, 141 and other applicable provisions ofthe Act and rules issued thereunder from M/s. Singhi & Co., Chartered Accountants. They have

confirmed to hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India ( ICAI) as required underthe Listing Regulations.

The report given by M/s. Singhi& Co., Chartered Accountants, (Firm Registration Number: 302049E), on the standalone financial statements of the Company, for the financial year 2024-25, forms an integral part of the Annual Report. The notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for further comments. The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors'' Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Auditors had not reported any matter under Section 143(12) ofthe Companies Act, 2013,therefore no details are required to be disclosed under Section134(3)(ca) ofthe Companies Act, 2013.

28. COST AUDITOR AND COST AUDIT REPORT

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules,2014, the Board of Directors of your Company have on the recommendation ofthe Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as the Cost Auditors, to conduct the cost audit of your Company for the Financial Year 2025-26. The Company has recommended their remuneration to shareholders for ratification at the ensuing Annual General Meeting.

Your Company has maintained cost audit records pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, in respect ofthe manufacturing activities are required. The cost audit report for the financial year 2023-24 was filed with the Ministry of Corporate Affairs on 2nd September, 2024. The Report does not contain any qualification, reservation or adverse remark.

29. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. Pinchaa & Co., Firm of Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2024-25.

The Secretarial Audit Report for the financial year 2024-25 is annexed and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) ofthe Companies Act, 2013,therefore no details are required to be disclosed under Section134(3)(ca) ofthe Companies Act, 2013.

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

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

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

34. ANNUAL RETURN

As required under section 92(3) of the Companies Act, 2013 read with the Companies (Management And Administration) Rules, 2014as amended from timetotime,theAnnual Return of the Company as on 31st March, 2025, is available on the Company''s website,at https://www.mangalamcement. com/others.php.

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

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, 2025, and a declaration is attached with the Annual Report.

37. CEO/CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II ofthe Listing Regulations, the Whole-time Director and the Chief Financial Officer ofthe Company is required to issue annual certificate on financial reporting and internal controls to the Board. The certificate for financial year 2024-25 given by the Chairman &Whole-time Director/Executive Director & Chief Financial Officer is attached with the Annual Report.

The Chairman & Whole-time Director and the Executive Director and Chief Financial Officer also give quarterly certification on financial results to the Board in terms of Regulation 33(2) of the Listing Regulations.

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 ofthis Report.

40. CORPORATE GOVERNANCE REPORT

In compliance with the provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on the Corporate Governance for the financial year 2024-25 forms an integral part of this Annual Report.

Requisite Certificate from M/s Singhi & Co., Chartered Accountants, StatutoryAuditors ofthe Company,confirming compliance with the conditions of Corporate Governance and Certificate from M/s Pinchaa & Co., Secretarial Auditors of the Company that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India /Ministry of Corporate Affairs or any such authority, are also attached thereto to the Corporate Governance Report.

41. COMPOSITIONOFAUDITCOMMITTEE

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

*Ceased to be Non-Executive Independent Director w.e.f.9th September, 2024 & accordingly, ceased to be Chairman ofthe Audit Committee w.e.f. 9th September, 2024. Appointed as Non-Executive Non-Independent Director w.e.f. 7 0th September, 2024 and also appointed as Member of the Audit Committee w.e.f. 70thSeptember,2024.

&Ceased to be Non-Executive Independent Director, w.e.f.9th September, 2024 and accordingly ceased to be Member ofthe Audit Committee w.e.f. 9th September, 2024.

#Ceased to be Non-Executive Independent Director w.e.f. 23rd October, 2024 due to his sudden demise and accordingly, ceased to be Member of the Audit Committee w.e.f. 23rd October, 2024.

^ACeased to be Non-Executive Independent Director w.e.f.9th September, 2024 and accordingly ceased to be Member ofthe Audit Committee.

$Appointed as Member of the Audit Committee w.e.f. 70th September, 2024.

XAppointed as Chairman of the Audit Committee w.e.f. 70th September, 2024.

@Appointed as Member of the Audit Committee w.e.f. 74th November, 2024

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 behavior, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman ofthe 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 Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2024-25.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure ofthe Board, meetings ofthe Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees ofthe Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the Management outside Board/Committee meetings.

The performance of, Board as awhole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried outby the Nomination and Remuneration Committee and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effeciently and the performance.

Further, the evaluation process confirms that the Board and its committees continue to operate efficiently and the performance ofthe Director is satisfactory.

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

The Nomination and Remuneration Committee has formulated a detailed policy for appointment ofdirectors, key managerial personnel and senior management personnel, which is designed to attract, motivate and retain best talent.

This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The compensation strategy revolves around getting the "best talent in the market". The remuneration of the Executive Directors and KMPs including the senior management personnel ofthe Company is recommended by the Nomination and Remuneration Committee based on the Company''s remuneration structure taking into account factors such as level of experience, qualification and suitability etc. The Company generally pays remuneration by way of salary, perquisites and allowances.

Remuneration by way of commission to the Non-Executive Directors is decided by the Board on the recommendation of Nomination and Remuneration Committee as permitted by the CompaniesAct, 2013 in line with the approval granted by shareholders.

45. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company inter-alia lays down the constitution and role of the Nomination and Remuneration Committee and provide the framework for 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 ofthe 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 of the 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 ofthe Board ofthe Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directorsto 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

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness ofthe accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions.

The internal auditors ofthe Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control

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 were 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 under Section 134(3)(ca) ofthe Act.

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 2024-25:

35TH MINES ENVIRONMENT & MINERAL CONSERVATION WEEK 2024-25

Indian Bureau of Mines, Government of India awarded the following prizes on 27th April, 2025 at Ajmer to our Morak Limestone Mine.

5-STAR RATINGS FOR COMPANY''S MORAK LIMESTONE MINE

Our Morak Limestone mine has been presented "Five Star Rating" Award for the year 2022-23 on 7th August 2024 at New Delhi by Shri G.Kishan Reddy, Hon''ble Minister of Coal and Mines, GOI.

56. GENERALDISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions during the year under review:

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

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

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

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

5) 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

6) 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 ofthe 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.

The Directors have pleasure in presenting the 48th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS

2. OVERALL PERFORMANCE

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

3. DIVIDEND

The Board of Directors at their meeting held on 1 st May, 2024 has recommended payment of? 1.50 (@15%) per equity shares of the face value of ? 10/- each as final dividend for the financial year ended 31 st March, 2024. The Payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as of close of business hours on Saturday, 20th July, 2024 on approval by the Shareholders at the Annual General Meeting.

In view of the provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall accordingly make the payment of the final dividend after deduction of Tax at Source. The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial

year under review and in terms of Dividend Distribution Policy.

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

4. TRANSFER TO GENERAL RESERVE

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

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Management Discussion and Analysis Report forms part of this Report.

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 153.91 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 1,162.95 lakhs Kwh from the Captive Power Plant (CPP). It has also secured sufficient long-term sourcing for its requirement of Thermal Coal for the CPP.

8. WASTE HEAT RECOVERY PLANT

The Waste Heat Recovery (WHR) Power Plant of 11 MW is running at its optimum capacity. This lowers the power costs for the Company as well as, shall help to lower the impact of any fuel and power cost rise in future. The total generation from the Waste Heat Recovery Plant during the year was 721.38 lakhs Kwh.

9. SOLAR POWER

The Solar Panels of 0.50 MW has been installed at Aligarh Unit as per requirement and is fully operational.

10. FINANCE

During the period under review, the Company has made repayment/pre-payment of term loan of ? 109.92 Crores 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. RISK MANAGEMENT

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation. Detailed disclosure on risks identified and mitigation steps have been included in the Management Discussion and Analysis set out in this Annual Report.

The Board of Directors have constituted a Risk Management Committee, the details of composition of the Committee and meetings held during the financial year 2023-24 are provided in the Corporate Governance Report, which is an integral part of this Annual Report.

12. CREDIT RATINGS

During the year under review, CARE Ratings Limited ("CARE¹) has reaffirmed the existing rating for long term 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 A1 ; stable (A One plus; outlook: stable).

Further, CARE has also reaffirmed its rating for Company''s commercial paper issuance as CARE A1 (A One plus; outlook: stable).

13. INSURANCE

Adequate insurance cover has been taken for the properties of the 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 of the Company.

The Board of Directors in their meeting held on 8th August, 2023, based on the recommendation of Nomination and Remuneration Committee of the Company, appointed Shri Anand Daga (DIN:00897988) as Independent Director. Further, Shareholders of the Company through process of postal ballot (conducted as per the applicable provisions of the Companies Act, 2013 read with relevant rules and all applicable MCA Circulars), Result of which was declared on 21 st October, 2023, passed the Special Resolution for approval of appointment of Shri Ananad Daga, as an Independent Director for a period of five (5) years w.e.f 8th August, 2023.

Further, the Board of Directors at the meeting held on 27th May, 2023 designated Shri Anshuman Vikram Jalan (DIN:01455782), as Chairman of the Company w.e.f. 27th May, 2023.

Details of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS-2 (Secretarial Standards on General Meetings) are provided at the end of the Notice convening the 48th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following employees were the Key Managerial Personnel of the Company (“KMP") as on 31st March, 2024:-

(i) Shri Anshuman Vikram Jalan, Chairman & Wholetime Director

(ii) Shri Yaswant Mishra, President (Corporate) & CFO

(iii) Shri Pawan Kumar Thakur, GM (Legal) & Company Secretary *

* Shri Pawan Kumar Thakur, appointed as GM (Legal) & Company Secretary, w.e.f. 30th September, 2023.

Shri Manoj Kumar, ceased to be Company Secretary w.e.f. 6th July, 2023.

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 of the Board and its Committees.

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Shri Anshuman Vikram

Jalan (DIN: 01455782), Chairman & Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Details of the proposal for his reappointment are given in the Notice of the Annual General Meeting. His re-appointment at the 48th AGM as a Director retiring by rotation would not constitute break in his appointment as Whole Time Director & Chairman of the Company.

18. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

For the financial year 2023-24, all the Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as laid down under Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI Listing Regulations, as amended.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (1ICA'') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors of the Company have served for more than three years on board of listed entities and hence shall not be required to pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

The appointment and tenure of the Independent Directors, including the code for Independent Directors are available on the Company’s website, i.e. www.mangalamcement.com.

Further, pursuant to section 164(2) of the Companies Act, 2013 all the Directors have provided declaration in Form DIR-8 that they have not been disqualified to act as a Director.

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 26th March, 2024. 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 of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report along with a weblink thereof.

21. 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 by the Company.

22. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31 st March, 2024, the applicable accounting standards have been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 year and of the profit of the Company for that period;

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

(iv) that the Annual Accounts for the year ended 31 st March, 2024, have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively.

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws,

were 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 2023-24.

23. PARTICULARS OF 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 are annexed and form a part of this Report. Particulars of the employee as required under Section 197(12) of the Companies Act, 2013 read 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 CSR Policy pursuant to the Section 135 of the Companies Act, 2013 and rules framed thereunder. The Policy has been framed for undertaking activities as may be found beneficial for upliftment of society, environment protection and economic development for the weaker section with preference to local areas and areas near Company''s factory sites.

The Company has spent an aggregate amount of ? 216.60 Lacs towards CSR activities as against the spending of requirement of ? 200.17 Lacs, being 2% of average net profit. As a result, the excess amount spent would be carried forward for set off in the next Financial years.

Pursuant to Section 135 (4) of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached and forms part of this Annual Report.

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

» Smt. Vidula Jalan, ceased to be Co-Chairperson and Wholetime Director of the Company w.e.f. 11th May, 2023.

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 firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year no complaint was filed before the said 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 Policy of the Company is available on the Company''s website, at the web link: httpsY/www.mangalamcement.com/pdf/Policy-Sexual-H arassm ent-Policy.pdf

26. FINANCIAL STATEMENTS AND AUDITORS'' REPORT

The Financial Statements of the Company have been prepared in terms of provisions of Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) by following the applicable Indian Accounting Standards notified by the Ministry of Corporate Affairs and forms part of this Annual Report along with Auditor’s Report.

27. STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, (Firm Registration Number 302049E) were appointed as the Statutory Auditors of the Company for second term of 5 years at the 46th Annual General Meeting of the Company and their term shall expire at ensuing 51 st Annual General Meeting of the Company.

The report given by M/s. Singhi & Co., Chartered Accountants, (Firm Registration Number: 302049E), on the financial statements of the Company, for the financial year 2023-24, forms an integral part of the Annual Report. The notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for further comments. The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors'' Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act 2013, therefore no details are required to be disclosed under Section! 34(3)(ca) of the Companies Act 2013.

28. COST AUDITOR AND COST AUDIT REPORT

In terms of the provisions of Section 148 of the Companies Act.

2013, read with Companies (Cost Records and Audit) Rules,

2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as the Cost Auditors, to conduct the cost audit of your Company for the Financial Year 2024-25. The Company has recommended their remuneration to shareholders for ratification at the ensuing Annual General Meeting.

Your Company has maintained cost audit records pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, in respect of the manufacturing activities are required. The cost audit report for the financial year 2022-23 was filed with the Ministry of Corporate Affairs on 1 st September, 2023. The Report does not contain any qualification, reservation or adverse remark.

29. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. Pinchaa & Co., Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 is annexed and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Sectionl 34(3)(ca) of the Companies Act, 2013.

The Board has appointed M/s Pinchaa & Co., Practicing Company Secretaries, Jaipur (Firm’s U.C.N. P2016RJ051800 & Firm''s PR Certificate No. 832/2020) as Secretarial Auditor of the Company for the financial year 2024-25.

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 by them.

31. LOANS, GUARANTEES, SECURITY AND INVESTMENT

Details of loans, guarantees and investments as per section 186 of the Companies Act 2013 are given in the notes forming part of the financial statements.

32. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts /arrangements /transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis.

During the year, the Company had not entered into any contract/arrangement /transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transaction or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 186 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee for prior approval.

There are no materially significant Related Party Transactions entered into by the Company during the year that required Shareholders approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said Policy is available on the Company''s website : https://www.mangalamcement.com/pdf/ policy/Related-Party-Transaction-Policy_clean.pdf

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

The details of the 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 of the Company.

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

34. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act. 2013, the Annual Return of the Company as on 31st March, 2024, 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 of this 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, 2024, and a declaration is attached with the Annual Report.

37. VIOLATION OF CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING), REGULATIONS, 2015

One of the designated person of the Company has violated Company Code of Conduct for prevention of Insider Trading Regulatbns as framed under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Audit Committee has taken the following action against the concerned Designated Person.

1. Letter of warning issued to designated person by Company Secretary & Compliance Officer for not dealing in the Securities of the Company, in future, in contravention of Company’s Code of Conduct.

2. Imposition of monetary penalty of ? 5,59,070/- equivalent to profit earned by him on sale of securities of the Company for violation of Company''s Code of Conduct of the Company.

3. Freezing of all existing securities of the Company held by him and his wife for a period of one year w.e.f 27th January, 2024 till 26th January, 2025.

4. Disgorgement of Profits : The entire profit earned by him i.e. ? 5,59,070/- in dealing with the securities of the Company, disgorged for remittance for credit to SEBI-IPEF.

38. CEO AND CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, the Whole-time Director and the Chief Financial Officer of the Company is required to issue annual certificate on financial reporting and internal controls to the Board. The certificate for financial year 2023-24 given by the Whole-time Director and the Chief Financial Officer is attached with the Annual Report. The Whole-time Director and the Chief Financial Officer also give quarterly certification on financial results to the Board in terms of Regulation 33(2) of the Listing Regulations.

39. NODAL OFFICER

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

40. 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) of the 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.

41. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good Corporate Governance practices. During the year under review, your Company was in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to Corporate Governance.

A report on Corporate Governance is annexed and forms an integral part of this Report. The Auditors certificate on compliance with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is annexed to the Report on Corporate Governance.

42. COMPOSITION OF AUDIT COMMITTEE

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

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

43. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.

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

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2023-24.

The Board’s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance.

45. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel and senior management personnel which is designed to attract motivate and retain best talent.

This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The compensation strategy revolves around getting the test talent in the market” The remuneration of the Executive Directors and KMPs including the senior management personnel of the Company is recommended by the Nomination and Remuneration Committee based on the Company''s remuneration structure taking into account factors such as level of experience, qualification and suitability etc. The Company generally pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components).

Remuneration by way of commission to the Non-Executive Directors is decided by the Board on the recommendation of Nomination and Remuneration Committee as permitted by the Companies Act, 2013 in line with the approval granted by shareholders.

46. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. 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 of the 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

47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

The Company has in place adequate internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.

48. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section of Business Responsibility & Sustainability Reporting forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

49. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of X 1,73,238/- during the financial year 2023-24 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, 2013 read 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 15,429 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.

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

There has been no material changes and commitments which have occurred after the close of the year till the date of this Report, affecting the financial position of the Company.

51. 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 of the Company and its future operations.

52. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company does not have any Subsidiary, Associates and Joint Venture Company.

53. CHANGES IN NATURE OF BUSINESS

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

54. 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 under Section 134(3)(ca) of the Act.

55. 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, 2014 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

56. AWARDS

Your Directors are pleased to inform you that your Company has received the following awards during the year 2023-24:

37TH MINES SAFETY WEEK- 2023-24

Our Morak Limestone Mines has received two prizes in the 37th Mines Safety Week -

57. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required

in respect of the following matters as there were no such

transactions during the year under review:

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

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

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

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

5) 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

6) 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.

Dear Members,

The Directors have pleasure in presenting the 42nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2018. The summarized Financial Results are given below:

1. FINANCIAL RESULTS (Rs, in Lacs)

2. DIVIDEND

We recommend a dividend of Re. 0.50/- (Paisa Fifty Only) per equity share of Rs, 10/- each for the year ended 31 st March, 2018. The total outgo in this respect will be Rs, 160.64/- Lacs including corporate dividend tax.

3. OVERALL PERFORMANCE

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

4. MANAGEMENT DISCUSSION & ANALYSIS

In term of the provision of Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis forms the part of this Report.

5. RENEWABLE ENERGY

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW. Total Generation from all the turbines together during the year was 156.10 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

Your Company has a present requirement of 33MW of power and is 100% self-sufficient through its own generation. Total generation during the year was 1816.37 lacs Kwh.

7. NEW PROJECTS

During the period under review, the Board approved setting up of a 11 MW Waste Heat Recovery plant at existing factory at Morak, Kota.

8. FINANCE

During the period under review, the Company has issued Commercial Paper (CP) to the tune of Rs, 150.00 Crores. The instruments are rated "CARE A1 ” by Credit Analysis & Research Ltd., the Credit Rating Agency.

The Directors has also approved the issuance of Non-Convertible Debentures on private placement basis for an amount up to Rs, 250.00 Crores in one or more tranches.

9. RISK MANAGEMENT

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation for more details, please refer to the Management Discussion and Analysis set out in this Annual Report.

10. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis & Research Ltd. (CARE) reaffirmed the rating of ''CARE AA-''(Double A minus) assigned for long term facilities. The ''CARE AA'' rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns'' '' orsigns to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

CARE has also re-affirmed its ''CARE A1 '' (A one Plus) rating assigned to the Company''s short term facilities. This is the highest rating for short term facilities and indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

Further, CARE has re-affirmed its ''CARE A1 '' (A one Plus) rating assigned to the Company''s Commercial Paper issuance.

11. INSURANCE

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

12. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 is set out at Annexure-1 which forms part of this report.

13. DETAILS OF BOARD MEETINGS

The Board of Directors met 4 times in the year 2017-18. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

14. DIRECTORS

In accordance with the provision of Section 152 (6) and pursuant to the Articles of Association of the Company, Shri Anshuman Vikram Jalan, Executive Director of the Company, (DIN: 01455782)retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment. Details of the proposal for his appointment are given in the Notice of the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under subsection (6) of Section 149 of the Companies Act, 2013.

The details of programmes for familiarisation of independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link:

http://www.mangalamcement.com/pdf/familiarisation_pro

gramme.pdf.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

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

16. KEY MANAGERIAL PERSONNEL

The following employees were the Key Managerial Personnel of the Company during the year under review:

(i) Smt. Vidula Jalan, Executive Director

(ii) Shri Anshuman Vikram Jalan, Executive Director

(iii) Shri Yaswant Mishra, President (Corporate) & CFO and

(iv) Shri Swadesh Agrawal, Asst. Vice President & Company Secretary

17. REMUNERATION TO DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) The Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year ended 31st March, 2018 are

Median remuneration of the Employees of the Company during the financial year: Rs, 4.54 lacs.

(ii) Percentage increase in the median remuneration of employees in the financial year 2017-18 is 4.02%.

(iii) There are 1007 Permanent Employees on the rolls as on 31st March, 2018 of the Company.

(iv) Explanation w.r.t average increase in remuneration and Company''s performance:

Net Profit for the financial year ended March 31,2018 was Rs, 1,138.19 lacs as compared to Rs, 3,663.47 lacs in the previous year. The increase in median remuneration was 12.15%.

(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The total remuneration of Key Managerial Personnel (KMP) increased by 3.78%. Net Profit was Rs, 1,138.19 lacs as compared to Rs, 3,663.47 lacs in the previous year. Increase in remuneration of KMP (net) is collective result of talent bought to table, Company''s business interest, industry standards and applicable regulatory framework.

(vi) Variations in the market Capitalization of the Company and PE Ratio

a. The market capitalization as on 31 st March, 2018 was Rs, 82,857 lacs. (Rs, 85,780 lacs as on 31st March, 2017).

b. Price Earnings ratio of the Company as at 31st March, 2018 : 72.86 (as at 31st March, 2017: 23.42).

c. Percent increase over / decrease in the market

quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The company has not made any public issue or rights issue of securities in the recent past, so comparison have not
been made of current share price with public offer price. The Company''s shares are listed on BSE Ltd. and National Stock Exchanges of India Ltd.

(vii) Average Percentile increase in the Salaries of the Employees other than Managerial Personnel in financial year 2017-18 is 8.23% as compared to 3.78% increase in the Managerial Remuneration for the same period. Increase in salary in FY 2017-18 is mainly due to annual increment.

(viii) Key Parameters for any variable component of remuneration availed by the Directors are considered by the Board of Directors based on the performance of the Company, recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(ix) The ratio of the remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year is 95.55%.

(x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached at Annexure-2.

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

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

19. AUDITORS''REPORT

The Auditors'' Report to the shareholders does not contain any qualification, reservation or adverse remark.

20. STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountant, (Firm Registration Number 302049E),who are Statutory Auditors of the Company were appointed as the Statutory Auditors for a term of 5 years at the last Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013, and the Rules framed thereunder, for appointment as the Auditors of the Company. The Board recommends to the Shareholders ratification for their term of appointment as mentioned above at the ensuing Annual General Meeting of the Company. Such ratification will be obtained every year during their term of appointment.

21. COST AUDITOR AND COST AUDIT REPORT

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as the Cost Auditors, to conduct the cost audit of your Company. The Company has recommended their remuneration to shareholders for their ratification at the ensuing Annual General Meeting.

Your Company has maintained cost audit records pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, in respect of the manufacturing activities are required. The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on 06th September, 2017.The Report

does not contain any qualification, reservation or adverse remark.

22. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. P. Pincha & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2017-18.

The Secretarial Audit Report for the financial year 2017-18 forms part of this report as Annexure - 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed Mr. Pradeep Pincha of M/s P Pincha & Associates, Practicing Company Secretary as secretarial auditor of the Company for the financial year 2018-19.

23. LOANS. GUARANTEES OR INVESTMENT

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered into at arm''s length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company.

The Related Party Transaction Policy as approved by the Board is uploaded on the Company''s website at the web link:http://www.mangalamcement.com/pdf/policy/ related_party_transaction_policy.pdf

25. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of employees are to be set out in the Directors'' Report as an addendum or annexure thereto.

However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Member who is interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

A Statement containing the information required by Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is set out in the statement at Annexure-4 hereto and forms part of this Report.

27. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to corporate governance.

A report on Corporate Governance is enclosed at Annexure-5 hereto and forms part of this Annual Report. The Auditors certificate on compliance with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is annexed to the Report on Corporate Governance.

28. COMPOSITION OF AUDIT COMMITTEE

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

29. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.

30. PERFORMANCE EVALUATION

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors as well as of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board''s functioning including its composition, execution and performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, time devoted, etc. The Directors expressed their satisfaction with the evaluation process.

The Independent Directors met on 12th February, 2018 to review the performance evaluation of the Non - Independent Directors and the entire Board of Directors. The Independent Directors are well satisfied with the functioning of the Board, its various committees and of the performance of the other Non-Executive and Executive Directors.

31. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel and senior management personnel, which is designed to attract, motivate and retain best talent.

This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The compensation strategy revolves around getting the "best talent in the market". The remuneration of the Executive Directors and KMPs including the senior management personnel of the Company is recommended by the Nomination and Remuneration Committee based on the Company''s remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components).

Remuneration by way of commission to the Non-Executive Directors is decided by the Board as permitted by the Companies Act, 2013 in line with the approval granted by shareholders.

32. NOMINATION AND REMUNERATION POLICY

The Company has in place a formal Nomination and Remuneration Policy formulated as per the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The extract of the policy is attached at Annexure - 6 to this Report.

33. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, the Company has not received any compliant under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety (EHS) is one of the primary focus areas for your Company. Your Company''s EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate.

Your Company have planted over 10,230 saplings to ensure a dense green belt around the plant and mine areas. Company encourage its employees and their families to actively participate in our plantation drives.

Your Company conducted regular health camps to monitor the health of farmers and educate them about disease prevention and care. Company also provided financial assistance to several hospitals and also adopted CHC Morak under a scheme of the Government of Rajasthan and assisted its maintenance and refurbishment. Your Company organised healthcare camps for specially-abled people. A team of specialised doctors, in collaboration with the Government of Rajasthan made the event successful.

In your Company safety is of utmost importance and a culture of safety is brought in, not just for the Company''s staff but also for contract workers, raw material suppliers and transporters etc. through training programs /communications.

36. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs, 12,24,336/- during the financial year 2017-18 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. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend.

Further, in terms of Section 125(6) of the Companies Act,

2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, the Company has transferred 105708 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.

37. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

38. CASH FLOW ANALYSIS

In conformity with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a cash flow statement for the financial year ended 31 st March 2018 forms part of the audited accounts.

39. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year 2017-18;

- 18th National Award for Excellence in Energy Management 2017 for Energy Efficient Unit, received on 01.09.2017 from Confederation of Indian Industry (CM), Hyderabad.

- National Award for Best Improvement in Energy Performance in Manufacture of Blended Cements 2015 16, received on 08.12.2017 from National Council for Cement and Building Materials (NCBM), New Delhi.

- National Award for Best Improvement in Thermal Energy performance in 2016-17, received on 08.12.2017 from National Council for Cement and Building Materials (NCBM), New Delhi.

- Certificate of Excellence in Best Employer 2016 Awards Competition in the Category of Large Scale Industries (Cement/Chemicals/Process Group) for Excellence in Maintaining Harmonious Employer-Employee Relations, Effective Productivity Levels, Skill Development Innovation & Corporate Social Responsibility, received on 24.11.2017 from the Employers'' Association of Rajasthan, Jaipur.

- Certificate of Honour -1 st Prize in the field of Reclamation & Rehabilitation under the Group A-l (Fully Mechanized, Production More than 2 Million (MT) Mines, received on

13.01.2018 in 28th Mines Environment and Mineral Conservation Week

- Certificate of Honour - 3rd Prize in the field of Mineral Conservation under the Group A-l (Fully Mechanized, Production More than 2 Million (MT) Mines, received on

13.01.2018 in 28th Mines Environment and Mineral Conservation Week

- Certificate of Honour -1 st Prize in the field of Poster Competition under Employees Categoryon 13.01.2018 in 28th Mines Environment and Mineral Conservation Week

40. ACKNOWLEDGEMENTS

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 sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Aruna Makhan, Director N G Khaitan, Director

Gaurav Goel, Director K C Jain, Director

New Delhi Vidula Jalan, Executive Director

15th May, 2018 A V Jalan, Executive Director

The Directors have pleasure in presenting the 41st Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2017. The summarized Financial Results are given below:

1. FINANCIAL RESULTS (Rs. in Lacs)

2. DIVIDEND

We recommend a dividend of Rs. 0.75/- (Paisa Seventy-Five Only) per equity share of Rs. 10/- each for the year ended 31st March, 2017. The total outgo in this respect will be Rs. 240.96/Lacs including corporate dividend tax.

3. OVERALL PERFORMANCE

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

4. MANAGEMENT DISCUSSION & ANALYSIS

In term of the provision of Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis forms the part of this Report.

5. RENEWABLE ENERGY

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW. Total Generation from all the turbines together during the year was 170.79 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

Your Company has a present requirement of 33MW of power and is 100% self-sufficient through its own generation. Total generation during the year was 1687 lacs Kwh.

7. NEW PROJECTS

The Company declared the commencement of commercial production of the new Grinding Unit of 0.75 Million Ton Per Annum (MTPA) at Aligarh on 19th September, 2016. The overall capacity of the Company is now enhanced from 3.25 MTPA to 4.00 MTPA of cement.

8. FINANCE

In March 2017, the Company has issued Commercial Paper (CP) to the tune of Rs. 50.00 Crores, i.e., 1000 units of Rs. 5 lacs each. The instruments are rated "CARE A1 " by Credit Analysis & Research Ltd., the Credit Rating Agency.

9. RISK MANAGEMENT

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation for more details, please refer to the Management Discussion and Analysis set out in this Annual Report.

10. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis & Research Ltd. (CARE) reaffirmed the rating of ''CARE AA-'' (Double A minus) assigned for long term facilities. The ''CARE AA'' rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns '' '' or ''-'' signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed its ''CARE A1 '' (A one Plus) rating assigned to the Company''s short term facilities. This is the highest rating for short term facilities and indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

11. INSURANCE

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

12. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 is set out at Annexure-1 which forms part of this report.

13. DETAILS OF BOARD MEETINGS

The Board of Directors met 4 times in the year 2016-17. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

14. DIRECTORS

In accordance with the provision of Section 152 (6) and pursuant to the Articles of Association of the Company, Shri Kamal Chand Jain, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Details of the proposal for his appointment are given in the Notice of the Annual General Meeting.

The Board of Directors at their meeting held on 11th February, 2017, subject to the approval of the shareholders at the ensuing Annual General Meeting, considered and approved the re-appointment of Shri A. V. Jalan and Smt. Vidula Jalan as Whole Time Directors (designated as Executive Directors) of your Company for a further term of three (3) years commencing from 1st April, 2017.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under subsection (6) of Section 149 of the Companies Act, 2013.

The details of programmes for familiarization of independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link: http://www.mangalamcement.com /pdf/familiarisation_programme.pdf.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

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

16. KEY MANAGERIAL PERSONNEL

The following employees were the Key Managerial Personnel of the Company during the year under review:

(i) Smt. Vidula Jalan, Executive Director

(ii) Shri Anshuman Vikram Jalan, Executive Director

(iii) Shri Yaswant Mishra, President (Corporate) & CFO and

(iv) Shri Swadesh Agrawal, Asst. Vice President & Company Secretary

17. REMUNERATION TO DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) The Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year ended 31st March, 2017 are: -

Median remuneration of the Employees of the Company during the financial year: Rs. 4.37 lacs.

(ii) Percentage increase in the median remuneration of employees in the financial year 2016-17 is 12.17 %.

(iii) As on 31st March, 2017 there are 1067 Permanent Employees on the rolls of the Company.

(iv) Explanation w.r.t average increase in remuneration and Company''s performance:

Net Profit for the financial year ended March 31, 2017 was Rs. 3435.77 lacs as compared to Net Loss of Rs.2104.29 lacs in the previous year. The increase in median remuneration was 12.15%.

(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The total remuneration of Key Managerial Personnel (KMP) increased by 56%. Net Profit was Rs.3435.77 lacs as compared to Net Loss of Rs. 2104.29 lacs in the previous year. Increase in remuneration of KMP (net) is collective result of talent bought to table, Company''s business interest, industry standards and applicable regulatory framework.

(vi) Variations in the market Capitalization of the Company and PE Ratio

a. The market capitalization as on 31st March, 2017 was 85780 lacs. (Rs.58620 lacs as on 31st March, 2016.)

b. Price Earnings ratio of the Company as at 31st March, 2017: 23.42 (as at 31st March, 2016: Nil)

c. Percent increase over / decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The Company''s shares are listed on BSE Ltd. and National Stock Exchanges of India Ltd.

(vii) Average Percentile increase in the Salaries of the Employees other than Managerial Personnel in financial year 2016-17 is 13.79% as compared to 15.40% increase in the Managerial Remuneration for the same period. Increase in salary in FY 2016-17 is mainly due to increase in headcounts at managerial & higher paid levels and annual increment.

(viii) Key Parameters for any variable component of remuneration availed by the Directors are considered by the Board of Directors based on the performance of the Company, recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(ix) The ratio of the remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year is 108.89%.

(x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached at Annexure-2.

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

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

19. AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification, reservation or adverse remark.

20. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), are the Statutory Auditors of the Company for more than 10 years. As M/s Jain Pramod Jain & Co., have completed their tenor of two terms of five years consecutive and also an additional period of 3 years as stipulated under Section 139 of the Companies Act, 2013 and shall be in the office of the Statutory Auditors only upto the conclusion of the forthcoming Annual General Meeting.

Your Company is proposing to appoint M/s Singhi & Co. (Firm Registration Number: 302049E), Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 41st Annual General Meeting of the Company. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder, for their appointment as the Auditors of the Company. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

21. COST AUDITOR AND COST AUDIT REPORT

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as Cost Auditors, to conduct the cost audit of your Company. The Company has recommended their remuneration to shareholders for their ratification at the ensuing Annual General Meeting.

Your Company has maintained cost audit records pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, in respect of the manufacturing activities are required. The cost audit report for the financial year 2015-16 was filed with the Ministry of Corporate Affairs on 28.09.2016.

22. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. P. Pincha & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2016-17.

The Secretarial Audit Report for the financial year 2016-17 forms part of this report as Annexure - 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed Mr. Pradeep Pincha of M/s P Pincha & Associates, Practicing Company Secretary as secretarial auditor of the Company for the financial year 2017-18.

23. LOANS, GUARANTEES OR INVESTMENT

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered into at arm''s length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company.

The Related Party Transaction Policy as approved by the Board is uploaded on the Company’s website at the web link:http://www.mangalamcement.com/pdf/policy/ related_party_transaction_policy.pdf

25. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of employees are to be set out in the Directors'' Report as an addendum or annexure thereto.

However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Member who is interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

A Statement containing the information required by Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is set out in the statement at Annexure-4 hereto and forms part of this Report.

27. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to corporate governance.

A report on Corporate Governance is enclosed at Annexure-5 hereto and forms part of this Annual Report. The Auditors certificate on compliance with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is annexed to the Report on Corporate Governance.

28. COMPOSITION OF AUDIT COMMITTEE

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

29. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.

30. PERFORMANCE EVALUATION

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors as well as of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board''s functioning including its composition, execution and performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, time devoted, etc. The Directors expressed their satisfaction with the evaluation process.

The Independent Directors met on 11th February, 2017 to review the performance evaluation of the Non - Independent Directors and the entire Board of Directors. The Independent Directors are well satisfied with the functioning of the Board, its various committees and of the performance of the other Non-Executive and Executive Directors.

31. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel and senior management personnel, which is designed to attract, motivate and retain best talent.

This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The compensation strategy revolves around getting the "best talent in the market”. The remuneration of the Executive Directors and KMPs including the senior management personnel of the Company is recommended by the Nomination and Remuneration Committee based on the Company''s remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components).

Remuneration by way of commission to the Non-Executive Directors is decided by the Board as permitted by the Companies Act, 2013 in line with the approval granted by shareholders.

32. NOMINATION AND REMUNERATION POLICY

The Company has in place a formal Nomination and Remuneration Policy formulated as per the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The extract of the policy is attached at Annexure - 6 to this Report.

33. INTERNAL FINANCIAL CONTROL

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.

34. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety (EHS) is one of the primary focus areas for your Company. Your Company''s EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate.

Your Company have planted over 9,930 saplings to ensure a dense green belt around the plant and mine areas. Company encourage its employees and their families to actively participate in our plantation drives.

Your Company conducted regular health camps to monitor the health of farmers and educate them about disease prevention and care. Company also provided financial assistance to several hospitals and also adopted CHC Morak under a scheme of the Government of Rajasthan and assisted its maintenance and refurbishment. Your Company organised healthcare camps for specially-abled people. A team of specialized doctors, in collaboration with the Government of Rajasthan made the event successful.

In your Company safety is of utmost importance and a culture of safety is brought in, not just for the Company’s staff but also for contract workers, raw material suppliers and transporters etc. through training programs /communications.

38. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 11,50,881/ - during the financial year 2016-17 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. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend.

39. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

40. CASH FLOW ANALYSIS

In conformity with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a cash flow statement for the financial year ended 31st March 2017 forms part of the audited accounts.

41. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year 2016-17;

- Star Rating of Mines (4 Star) awarded by the Hon''ble Finance Minister, Union of India and Hon''ble Chief Minister of Chhattisgarh at the National Conclave on Mines and Minerals.

- SAP Ace Award for Running Real Time and Live Enterprise under the Innovation Driven Technology Adoption.

- The CFO innovation award 2016, awarded to Shri Yaswant Mishra, for excellence in ERP Transformation on Asia''s Platform.

- Awarded First Prize in large cement sector, Rajasthan at Rajasthan Energy Conservation Award 2016.

- Awarded First Prize in Reclamation and Rehabilitation and Third Prize in Publicity and Propaganda at the 27th Mines Environment & Mineral Conservation Week 2016-17.

- Recognition for Skill Development Initiatives awarded by the Union Minister of State in Finance & Corporate Affairs.

42. ACKNOWLEDGEMENTS

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 sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Aruna Makhan, Director

N G Khaitan, Director

Gaurav Goel, Director

K C Jain, Director

New Delhi Vidula Jalan, Executive Director

13th May, 2017 A V Jalan, Executive Director

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015. The summarised Financial Results are given below:

1. FINANCIAL RESULTS (Rs.in lacs) Current Year Previous Year ended 31st ended 31st March, 2015 March, 2014

Revenue from Operations 92184.74 69730.73

Operating Profit before Finance Costs, Depreciation 9437.53 6037.80 and Tax

Less: Finance Costs 3833.41 870.52

Gross Profit before Depreciation and Tax 5604.12 5167.28

Less: Depreciation (net of transfer from Revaluation Reserve) 3362.25 2773.83

Profit before Tax & Exceptional Items 2241.87 2393.45

Less : Exceptional Item 343.21 -

Profit before Tax 1898.66 2393.45

Less: Provision for Tax:

(a) Income Tax /MAT 400.00 505.00

(b) MAT Credit (400.00) (505.00)

(c) Income Tax for earlier years (Net) 24.45 (288.54)

(d) Deferred Tax 82.34 (278.64)

Net Profit After Tax 1791.87 2960.62

Profit brought forward from previous year 41041.78 39318.06

Profit available for appropriation 42833.65 42278.68

APPROPRIATIONS

(a) Transfer to General Reserve 200.00 300.00

(b) Proposed Dividend on Equity Shares 533.88 800.81

(c) Corporate Dividend Tax 108.68 136.09

(d) Transitional effect on revision of depreciation on 84.77 - useful life of assets in accordance with Schedule II of the Companies Act, 2013 (See Note no. 29-B(1)(a)(i)

(e) Balance carried forward to next year 41906.32 41041.78

TOTAL 42833.65 42278.68

2. DIVIDEND

We recommend a dividend of Rs. 2/- (Rupees Two Only) per equity share of Rs. 10/- each for the year ended 31st March, 2015. The total outgo in this respect will be Rs. 642.56 lacs including corporate dividend tax.

3. OVERALL PERFORMANCE

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

4. MANAGEMENT DISCUSSION & ANALYSIS

In term of the provision of clause 49 of the Listing Agreement, the Management discussion and analysis is set out in this Annual Report.

5. RENEWABLE ENERGY

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW. Total Generation from all the turbines together during the year was 178.25 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

With the increase in overall production capacity from 2 MTPA to 3.25 MTPA your Company has a present requirement of 33 MW of power and is 100% self-sufficient through its own generation. Total generation during the year was 1696.98 lacs Kwh.

7. NEW PROJECTS

During the year, the Board of Directors approved the setting up of a New Grinding Unit at Aligarh with a capacity of 0.5 MTPA.

8. FINANCE

To meet the fund requirements for the Aligarh projects, the Company has made arrangement for borrowing from banks amounting to Rs. 70.00 crores and the balance will be funded by internal accruals of the Company.

9. RISK MANAGEMENT

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation For more details, please refer to the Management Discussion and Analysis set out in this Annual Report.

10. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis &Research Ltd (CARE) reaffirmed the rating of 'CARE AA-' (Double A minus) assigned for long term facilities. The 'CARE AA' rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns ' ' or '-'signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed its 'CARE A1 ' (A one Plus) rating assigned to the Company's short term facilities. This is the highest rating for short term facilities and indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

11. INSURANCE

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

12. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act, 2013 is set out at Annexure-1 which forms part of this report.

13. DETAILS OF BOARD MEETINGS

The Board of Directors met 4 times in the year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

14. DIRECTORS

Shri K. K. Mudgil, Independent Director of the Company passed away on 20th February, 2015. We place on record our deep appreciation for the valuable contributions made by him during his tenure.

I n accordance with the provision of Section 152 (6) and pursuant to the Article of Association of the Company, Shri A. V. Jalan, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Details of the proposal for his appointment are given in the Notice of the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link: http://www.mangalamcement.com/pdf/familiarisation_ programme.pdf

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

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

16. KEY MANAGERIAL PERSONNEL

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Smt. Vidula Jalan, Executive Director

(ii) Shri Anshuman Vikram Jalan, Executive Director

(iii) Shri Anil Kumar Mandot, Chief Financial Officer; and

(iv) Shri Swadesh Agrawal, Company Secretary

17. REMUNERATION TO DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) The ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year ended 31st March, 2015 are:-

Sr. Name of Director/CEO/ Designation Ratio of remuneration No. CFO/Company Secretary to median remuneration of the Employee of the Company

1 Shri K. K. Mudgil Independent and Non- 2.31 Executive Director

2 Smt. Aruna Makhan Independent and Non- 1.71 Executive Director

3 Shri Amal Ganguli Independent and Non- 2.34 Executive Director

4 Shri N. G. Khaitan Independent and Non- 1.47 Executive Director

5 Shri Gaurav Goel Independent and Non- 1.32 Executive Director

6 Shri K. C. Jain Non-Executive Director 1.50

7 Smt. Vidula Jalan Executive Director 29.26

8 Shri Anshuman Vikram Executive Director 29.41 Jalam

9 Shri Anil Kumar MandotChief Financial Officer NA

10 Shri Swadesh Agrawal Company Secretary NA



Name of Director CEO/CFO/ Company Percentage increase in the Secretary remuneration for the Financial Year 2014-15

Shri K. K. Mudgil (7%)

Smt. Aruna Makhan 15%

Shri Amal Ganguli (2%)

Shri N. G. Khaitan (13%)

Shri Gaurav Goel (16%)

Shri K. C. Jain (16%)

Smt. Vidula Jalan 21%

Shri Anshuman Vikram Jalan 19%

Shri Anil Kumar Mandot 26%

Shri Swadesh Agrawal 47%

* Median remuneration of the Employees of the Company assumed to be Rs. 3.34 lacs.

(ii) Percentage increase in the median remuneration of employees in the financial year 2014-15 is 1.54%.

(iii) There are 1079 permanent employees on the rolls of the Company as on 31st March, 2015.

(iv) Explanation w.r.t average increase in remuneration and Company's performance:

EBIDTA for the financial year ended 31st March, 2015 increased by 56.31% whereas the increase in median remuneration was 1.54%. The average increase in median remuneration was in line with the performance of the Company. Finance cost and Depreciation & Amortisation expenses has been increased in current financial year due to completion of 1.25 MTPA cement grinding capacity expansion.

(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 22.97% from Rs. 225.47 lacs in 2013-14 to Rs. 277.25 lacs in 2014-15 whereas the EBIDTA increased by 56.31% to Rs. 9,437.53 lacs in 2014-15 (Rs. 6,037.80 in 2013-14).

(vi) Variations in the market Capitalisation of the Company and PE Ratio:

a. The market capitalisation as on 31st March, 2015 was Rs. 705 crores (Rs. 329 crores as on 31st March, 2014).

b. Price Earnings ratio of the Company was 39.34 as at 31st March, 2015 and was 11.10 as at 31st March, 2014

c. Percent increase over / decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year. The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The Company's shares are listed on Bombay and National Stock Exchanges.

(vii) Average percentage increase in the salaries of the employees other than Managerial Personnel in financial year 2014-15 is 11.39% as compared to 22.97% increase in the Managerial Remuneration for the same period.

(viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the performance of the Company, recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(ix) The ratio of the remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year is 80.25%; and,

(x) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached at Annexure-2.

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

Name of the Member Category

Smt. Vidula Jalan, Chairperson Executive Director

Shri A. V. Jalan Executive Director

Shri Gaurav Goel Independent & Non- Executive Director

19. AUDITORS' REPORT

The Auditors' Report to the shareholders does not contain any qualification, reservation or adverse remark.

20. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), the auditors of the Company are due for retirement in accordance with the provisions of the Companies Act, 2013 at the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend their re-appointment for the ensuing year.

The Company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditors of the Company

21. COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)

Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as Cost Auditors, to conduct the cost audit of your Company.

22. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. P. Pincha & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2014-15. In accordance with the section 204 of the Act they have submitted their report in prescribed format and the same has been attached at Annexure-3.

The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).

23. LOANS, GUARANTEES OR INVESTMENT

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered into at arm's length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company.

The Related Party Transaction Policy as approved by the Board is uploaded on the Company's website at the web link: http://www.mangalamcement.com/pdf/policy/ related_party_transaction_policy.pdf

25. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of employees are to be set out in the Directors' Report as an addendum or annexure thereto.

However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Member who is interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

A Statement containing the information required by Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is set out in the statement at Annexure-4 hereto and forms part of this Report.

27. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the stock exchanges relating to corporate governance.

A report on Corporate Governance is enclosed at Annexure-5 hereto and forms part of this Annual Report. The Auditors certificate on compliance with the provision of Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

28. COMPOSITION OF AUDIT COMMITTEE

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

Name of Member Category

Shri K. K. Mudgil - Independent & Non-Executive Director Chairman *

Smt. Aruna Independent & Non-Executive Director Makhan

Shri N. G. Khaitan Independent & Non-Executive Director

Shri K. C. Jain Non-Executive Director

* Shri K. K. Mudgil, Independent Non Executive Director of the Company passed away on 20th February, 2015. Shri N. G. Khaitan, Independent & Non Executive Director has been appointed as Chairman of the committee with effect from 4th May, 2015.

29. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organisation. The Whistle Blower Policy is available on the website of the Company.

30. PERFORMANCE EVALUATION

Pursuant to Clause 49 of the Listing Agreement read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors. The evaluation criteria, inter- alia, covered various aspects of the Board's functioning including its composition, execution and performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, time devoted, etc. The Directors expressed their satisfaction with the evaluation process.

31. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors and key managerial personnel which is designed to attract, motivate and retain best talent.

This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The compensation strategy revolves around getting the "best talent in the market". The remuneration of the Executive Directors and KMPs of the Company is recommended by the Nomination and Remuneration Committee based on the Company's remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components).

Remuneration by way of commission to the Non-Executive Directors is decided by the Board as permitted by the Companies Act, 2013 in line with the approval granted by shareholders.

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 4,91,770/- during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government for the unclaimed dividends for the financial year 2006- 07, in compliance with section 125 of the Companies Act, 2013. The said unclaimed dividends were lying with the Company for a period of 7 years from their respective due dates of payment.

33. PUBLIC DEPOSITS

Your Company has neither invited not accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

34. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), a cash flow statement for the financial year ended 31st March, 2015 forms part of the audited accounts.

35. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year 2014-15;

National Safety Award (Mines) 2011[1st Prize] given by the Hon'ble President of India on lowest injury frequency rate.

25th Mines Environment and Mineral Conservation Week 2014-15 - Our Company has won the following prizes in various categories as follows :

SN Category Prize

1. Overall performance Third

2. Afforestation First

3. Top soil management Third

® Rajasthan State Energy Conservation Award (2nd Prize in Cement Sector) - Awarded the Second prize in Cement Sector for improvement in Energy Efficiency

CFBP (Council for Fair Business Practices) Jamnalal Bajaj Uchit Vyavahar Puraskar - Awarded by Former Hon'ble President of India Dr. A. P. J Abdul Kalam, for excellent work done in the field of CSR activities, Customer Satisfaction, Customer Communication, Employees motivation and Environmental Protection etc.

36. ACKNOWLEDGEMENTS

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 sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Amal Ganguli, Director Aruna Makhan, Director N.G. Khaitan, Director Gaurav Goel, Director K.C. Jain, Director

New Delhi Vidula Jalan Executive Director

May 04, 2015 A.V. Jalan Executive Director

Dear Members,

The Directors have the pleasure in presenting the 38th Annual Report of the Company together with the Audited Accounts for the year ended 31st Inarch, 2014. The summarised Financial Results are given below:

1. FINANCIAL RESULTS

(Rs in lacs) (Current Year Previous Year ended 31st ended 31st March, 2014 March, 2013

Net Sales/ Income from operations 69750.75 70604.11

Operating Profit before Finance Costs, 6057.80 15772.67

Depreciation and Tax

Less: Finance Costs 870.52 485.58

Gross Profit before Depreciation and Tax 5167.28 15289.09

Less: Depreciation (net of transfer from 2775.85 2508.15 Revaluation Reserve)

Profit before Tax 2595.45 10780.94

Less: Provision for Tax:

(a) Income Tax/MAT for current year (Net) 505.00 5220.00

(b) MAT Credit (505.00) -

(c) Income Tax for earlier years (288.54) 21.08

(d) Deferred Tax (278.64) (197.00)

Net Profit After Tax 2960.65 7756.86

Profit brought forward from previous year 59518.06 54255.05

Profit available for appropriation 42278.69 41991.89

APPROPRIATIONS

(a) Transfer to General Reserve 500.00 800.00

(b) Proposed Dividend on Equity Shares 800.81 1601.65

(c) Corporate Dividend Tax 156.10 272.20

(d) Balance carried forward to next year 41041.78 39518.06

Total 42278.69 41991.89

2. DIVIDEND

We recommend a dividend of Rs. 3.00 per equity share of Rs. 10/- each for the year ended 31st Inarch, 2014. The total outgo in this respect will be Rs. 936.90 lacs including corporate dividend tax.

3. OVERALL PERFORMANCE

The Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of the Directors'' Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS

In term of the provision of clause 49 of the Listing Agreement, the Management Discussion and Analysis is set out in this Annual Report.

5. RENEWABLE ENERGY

The Company owns 13 wind turbines with a total capacity of 13.65 NN generation per day. Total generation from all the turbines together during the year was 121.80 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

With the increase in overall production capacity from 2 million TPA to 3.25 million TPA your Company has present requirement of 33 NN of power and is 100% self-sufficient through its own generation.

7. NEW PROJECTS

During the year your Company has successfully started commercial production of additional clinker manufacturing capacity by 0.5 |V|TPA and also commenced trial run of new cement mill of 1.25 |V|TPA from which commercial production is expected to start in the first quarter of financial year 2014-15.

8. FINANCE

To meet the fund requirement for the ongoing projects and capex, the Company has been collectively sanctioned financial assistance to the tune ofRs. 360 crores which has been disbursed in full to the Company. Till 31st Inarch, 2014, the Company had utilised Rs. 340 crores.

9. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis & Research Ltd (CARE) reaffirmed the rating of''CARE AA- ''(Double A minus assigned for long term facilities. The ''CARE AA rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns '' '' or ''-''signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed its ''CARE Al '' (A one Plus) rating assigned to the Company''s short term facilities. This is the highest rating for short term facilities. ACAREA1 rating indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

10. INSURANCE

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

11. DIRECTORS

Shri K. C. Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, it is proposed to appoint Shri K. K. M^dgil, Shri Amal Ganguli, Smt. ArunaMakhan, Shri N. G. Khaitan and Shri Gaurav Goel as Independent Directors of the Company for the period of 5 (Five) consecutive years commencing from the conclusion of the Company''s 38th Annual General Meeting to the conclusion of Company''s 43rd Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors at their meeting held on 13th May, 2014, subject to the approval of the shareholders at the ensuing Annual General Meeting, considered and approved the re-appointment of Shri A V Jalan and Smt. Vidula Jalan as Whole-time Directors (designated as Executive Directors) of your Company for a further term of three (3) years commencing from 1st April, 2014 to 31st March, 2017.

Details of the proposal for appointment of Directors are given in the Notice of the Annual General Meeting.

12. AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification, reservation or adverse remark.

13. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), the auditors of the Company are due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend their appointment for the ensuing year.

The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 14l(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

14. COST AUDIT

In terms of the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as Cost Auditors, to conduct the cost audit of your Company.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in preparation of the annual accounts for the year ended 31st M^arch, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that no material departure has been made therefrom;

(ii) 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 for the financial year ended 31st M^arch, 2014 and of the profit of the Company for that year ended on that date;

(iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a "going concern" basis.

16. PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees of the Company, is provided in the Annexure forming part of this Report.

In line with the provision of section 219(l)(b)(iv) of the Act, the Report and Accounts as set out therein, are being

sent to all Numbers of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Number who is interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

A Statement containing the information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in the statement annexed hereto and form part of this Report.

18. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the stock exchanges relating to corporate governance.

Report on Corporate Governance is enclosed as part of this Annual Report. The Auditors certificate on compliance with the provision of Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

19. PUBLIC DEPOSITS

Your Company has neither invited not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

20. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), a cash flow statement for the financial year ended 31st Inarch 2014 forms part of the audited accounts.

21. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the lines Environmental and Numeral Conservation Week 2013-14 underthe aegis of the Indian Bureau of lines, Government of India, Ajmer:

First prize for Reclamation and Rehabilitation of Land;

First prize for Top Soil Management;

First prize for Publicity and Propaganda; and

Third prize for Sedimentation of Entrained Solids and SPN Before Discharging Nme Water into Watercourses

22. ACKNOWLEDGEMENTS

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 sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Yours Faithfully KK Mudgil Director Amal Ganguli Director Aruna Makhan Director N.G Khaitan Director Gaurav Goel Director K.C Jain Director Place :Kolkata Vidual Jaan Executive Director Date :13thMay 2014 A.V Jalan Executive Director

Dear Shareholders,

The Directors have pleasure in presenting the 37th Annual Report of the Company together with the audited statements of accounts for the year ended 31st March, 2013. The summarised Financial Results are given below:

1. FINANCIAL RESULT

(Rs. in lacs) Current Year ended 31st March,2013 Previous Year ended 31st March, 2012

Net Sales/ Income from operations 70604.11 63076.54

Operating Profit before Interest and Financial 13772.67 11009.13

Charges, Depreciation and Tax

Less: Interest and Financial Charges 483.58 310.83

Gross Profit before Depreciation and Tax 13289.09 10698.30

Less: Depreciation (net of transfer from Revaluation 2508.15 3204.49 Reserve)

Profit before Tax 10780.94 7493.81

Less: Provision for Tax:

(a) Income Tax for current year 3220.00 1598.60

(b) Income Tax for earlier years (Net) 21.08

(c) Deferred Tax (197.00) 296.42

Net Profit After Tax 7736.86 5598.79

Profit brought forward from previous year 34255.03 31117.69

Profit available for appropriation 41991.89 36716.48

APPROPRIATIONS

(a) Transfer to General Reserve 800.00 600.00

(b) Proposed Dividend on Equity Shares 1601.63 1601.63

(c) Corporate Dividend Tax 272.20 259.82

(d) Balance carried forward to next year 39318.06 34255.03

Total 41991.89 36716.48

2. DIVIDEND

We recommend a dividend of Rs. 6.00 per equity share of Rs.10/- each for the year ended 31st March, 2013. The total outgo in this respect will be Rs. 1873.83 lacs including corporate dividend tax.

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Hon''ble High Court of Rajasthan, reversal of deferred tax liability excess provided in earlier years amounting Rs. 148.96 lacs has been transferred to the Securities Premium Account and deferred tax assets of Rs. 197.00 lacs have been credited to the Statement of Profit & Loss.

4. OVERALL PERFORMANCE

The Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of the Directors'' Report.

5. WIND TURBINES

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW generation per day. Total Generation from all the turbines together during the year was 177.69 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

Against the present requirement of 23 MW power, the Company has captive power plants of 35 MW capacity. On many occasions the Company has to keep one plant idle as the rates offered by the Government of Rajasthan and also on the Energy Exchange for purchase of power produced by the Company were not profitable. On increase in production of clinker capacity by 0.5 million TPA and new grinding unit by 1.25 million TPA, 100% captive capacity shall be utilised.

7. NEW PROJECTS AND CAPACITY EXPANSION

The work of optimisation and expansion of clinker manufacturing capacity by 0.5 mtpa and the cement grinding capacity by 1.25 mtpa is in full swing and all necessary efforts are being made to complete the project as per schedule and is expected to commence production by the end of 2nd quarter of 2013-14, subject to any unforeseen circumstance.

8. FINANCE

To meet the fund requirement for the ongoing project, the Company has been sanctioned financial assistance of Rs. 125.00 crores from HDFC Bank Limited. External Commercial Borrowing of USD 25 million equivalent to Rs. 135.07 crores from DBS Bank Limited and Rs. 100.00 crores from State Bank of India. During the year, the Company has availed Rs. 211.00 crores from the above mentioned banks.

9. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis & Research Ltd (CARE) reaffirmed the rating of ''CARE AA-''(Double A minus) assigned for long term facilities. The ''CARE AA'' rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns '' '' or ''-''signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed its ''CARE A1 '' (A one Plus) rating assigned to the Company''s short term facilities. This is the highest rating for short term facilities. CARE

A1 rating indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

10. INSURANCE

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

11. DIRECTORS

Shri O.P.Gupta, Chairman of the Company has resigned from the office and Chairmanship of the Company effective from 31st March, 2013 due to his bad health. The Board expresses its sincere appreciation for his guidance and efforts in the progress of the Company during his tenure.

The Board has appointed Shri Amal Ganguli as an additional director of the Company from 11th February, 2013. He holds office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice from member under section 257 of The Companies Act, 1956 proposing the name of Shri Amal Ganguli for appointment as Director of the Company.

In accordance with Article 99 of the Articles of Association of the Company Smt. Vidula Jalan, Executive Director and Shri K.K.Mudgil, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The resumes of Shri Amal Ganguli, Smt. Vidula Jalan and Shri K.K.Mudgil are given in the Notice of Annual General Meeting.

12. AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification, reservation or adverse remark.

13. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re- appointment, if made, shall be within the limits of Section 224 (1B) of The Companies Act, 1956. The Board recommends their re-appointment.

14. COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit the cost records of your Company for the year ended 31st March, 2013.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

(i) in preparation of the Annual Accounts, applicable accounting standards have been followed and that no material departure has been made therefrom;

(ii) they 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 for the financial year ended 31st March, 2013 and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

16. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of The Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, regarding employees is annexed.

17. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

18. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

19. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Section 58A of The Companies Act, 1956 during the year.

20. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), a cash flow statement for the financial year ended 31st March, 2013 forms part of the audited accounts.

21. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year:

During the Mines Environmental & Mineral Conservation Week 2012-13 under the aegis of the Indian Bureau of Mines, Government of India, Ajmer:

S. No. Activities Prize

1 Reclamation & Rehabilitation of First prize Land

2 Water Pollution Second prize

3 Community Development Second prize

22. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, bankers and the district level authorities for the support extended to the Company from time to time. Shareholders'' appreciation of the Management''s efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance

Yours faithfully

K.C. Jain, Director

Aruna Makhan, Director

K. K. Mudgil, Director

Amal Ganguli, Director

N.G. Khaitan, Director

Gaurav Goel, Director

New Delhi Vidula Jalan, Executive Director

2nd May, 2013 A.V. Jalan, Executive Director

The have the pleasure in presenting the 36th Annual Report of the Company with audited statements of accounts for the year ended 31st March, 2012. The summarised Financial Results are given below:

1. FINANCIAL RESULTS

(Rs. in lacs)

Current Year Previous Year ended 31st ended 31st March, 2012 March, 2011

Net Sales/ Income from operation 63076.54 49613.00

Operating Profit before Interest and Financial Charges, 11009.13 7107.79 Depreciation and Tax

Less: Interest and Financial Charges 310.83 219.46

Gross Profit before Depreciation and Tax 10698.30 6888.33

Less: Depreciation (net of transfer from Revaluation Reserve) 3204.49 2751.43

Profit before Tax 7493.81 4136.90

Less: Provision for Tax: (a) Income Tax /MAT for current year (Net) 1598.60 25.00

(b) Income Tax for earlier years - 455.76

(c) Deferred Tax 296.42 (168.00)

Net Profit After Tax 5598.79 3824.14

Profit brought forward from previous year 31117.69 29555.00

Profit available for appropriation 36716.48 33379.14

APPROPRIATIONS

(a) Transfer to General Reserve 600.00 400.00

(b) Proposed Dividend on Equity Shares 1601.63 1601.63

(c) Corporate Dividend Tax 259.82 259.82

(d) Balance carried forward to next year 34255.03 31117.69

TOTAL 36716.48 33379.14

2. DIVIDEND

We recommend a dividend of Rs. 6.00 per equity share of Rs.10/- each for the year ended 31st March, 2012. Total dividend outgo will be Rs. 1861.45 lacs including corporate dividend tax.

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Hon'ble High Court of Rajasthan, deferred tax liability of Rs.28.39 lacs for the year has been adjusted from the Securities Premium Account. On reversal of deferred tax assets, Rs.296.42 lacs have been debited to the Profit & Loss Account in the Current Year.

4. OVERALL PERFORMANCE

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

5. WIND MILLS

Company has 13 Wind Mills with a total capacity of 13.65 MW generation capacity. Total Generation from all the wind mills together during the year was 178.84 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT (CPP)

Against the present requirement of 25.10 MW power, Company has captive power plants of 35 MW capacity. On many occasions company has to keep one plant idle as purchase rate offered by the Government of Rajasthan and also in Energy Exchange were not profitable.

7. NEW PROJECTS AND CAPACITY EXPANSION

The Board re-examined the proposal to set up clinker grinding unit at Aligarh (U.P) and considering various factors like time required in getting environmental clearance from MOEF, it was decided to set up the clinker grinding unit at the existing site at Morak. Order for the increase in clinker manufacturing capacity by 5 lacs TPA and clinker grinding unit with a capacity of 1.25 million metric ton p.a. have been finalised.

The total capital expenditure estimated for both the plans is Rs.500 crores appx. which will be met partly by internal cash accruals and partly by loan from the Banks. Banks are being approached for sanction of the term loan.

8. FINANCES

The Company continued to be debt free as on 31st March, 2012, as there was no secured loan outstanding.

9. CREDIT RATINGS

Your Directors are pleased to inform that Credit Analysis & Research Ltd (CARE) reaffirmed rating of 'CARE AA-'(Double A minus assign to for long term facilities. 'CARE AA' rating is considered to offer high safety for timely servicing of debt obligations. Such facility carries very low credit risk. CARE assigns ' ' or '-'signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed 'CARE A1 ' (A one Plus) rating assigned to the short term facilities. This is the highest rating for short term facilities. CARE A1 rating indicates strong capacity for timely payment of short term debt obligations and carries lowest credit risk.

10. INSURANCE

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

11. DIRECTORS

Shri K.C. Jain, Managing Director of the Company resigned as Managing Director of the Company effective from 1st April 2012.

The Board expressed its sincere appreciation and thanks for the efficient and unstinted efforts of Shri K.C. Jain for bringing the company out of BIFR and for the progress of the Company during his tenure as Managing Director of the Company.

The Board has appointed Shri K.C. Jain, Smt Aruna Makhan and Shri Gaurav Goel as Additional Directors of the Company w.e.f. 5th May 2012. They shall hold office up to the date of the ensuing Annual General Meeting (AGM). The Company has received requisite notices from the members U/s 257 of the Companies Act, 1956 proposing the names of Shri K.C. Jain, Smt. Aruna Makhan and Shri Gaurav Goel for appointment as Director.

In accordance with Article 99 of the Articles of Association of the Company Shri N.G. Khaitan Director and Shri A.V. Jalan, Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting of the members of Company and being eligible, offer themselves for re-appointment.

The resumes of Shri K.C. Jain, Smt. Aruna Makhan, Shri Gaurav Goel, Shri N.G. Khaitan and Shri A.V Jalan are given in the Notice of Annual General Meeting.

12. MERGER OF MANGALAM TIMBER PRODUCTS LTD (MTPL)

In view of the long delay and uncertainty, all essential and vital parameters considered in approving the scheme of amalgamation including fair basis, now resulting in unfavourable share exchange ratio, the scheme of amalgamation of MTPL with the company was withdrawn. Consequently, Rs.30 crores advanced to MTPL has been converted into Inter-Corporate deposit repayable on demand with interest @ 12.5% pa.

13. AUDITORS' REPORT

Auditors' Report to the Shareholders does not contain any qualification, reservation or adverse remark.

14. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re-appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

15. COST AUDIT

Pursuant to the directives of the Central Government under provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit Cost Accounts of your Company for the year ended 31st March, 2012.

16. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

(i) in preparation of Annual Accounts, applicable accounting standards have been followed and that no material departure has been made from the same;

(ii) they 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 for Financial Year ended 31st March, 2012 and of the profit of the company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, regarding employees is given in Annexure B

18. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

19. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. Certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

20. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. As such no amount of principal or interest was outstanding on the date of Balance Sheet.

21. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), cash flow statement for the financial year ended 31st March 2012 is annexed hereto.

22. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year: From the Director General, Mines Safety, Gwalior Region, Govt of India

S. No. Activities Prize

1 Overall Performance First prize

2 Opencast working, places, Plans First prize and Supervision

3 Explosives (Storage, Transport First prize and Use)

4 Transport Roads & Dust First prize suppression

5 Welfare Amenities & Protective First prize Equipment, Publicity propaganda and House keeping

6 Heavy Earth Moving Machinery First prize & Maintenance

7 Electrical Installation and Mine Second Lighting prize

During the Mines Environmental & Mineral Conservation Week 2011-12 under the aegis of Indian Bureau of Mines, Govt. of India Ajmer:

S. No. Activities Prize

1 Reclamation & Rehabilitation Second prize of Land 2 Afforesting/ Plantation Second prize

3 Water Harvesting Second prize

23. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, Bankers and the District level authorities for their support extended to the Company from time to time. Shareholders' appreciations of the Management's efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance.

Yours faithfully, N. G. Khaitan, Director

K. K. Mudgil, Director

Aruna Makhan, Director

Gaurav Goel, Director

K. C. Jain, Director

New Delhi A. V. Jalan, Executive Director

5th May, 2012 Vidula Jalan, Executive Director

We have the pleasure in presenting the 35th Annual Report of the Company with audited statements of accounts for the year ended 31st March, 2011. The summarised Financial Results are given below:

1. FINANCIAL RESULTS

(Rs. in Lacs)

Current Year ended Previous Year ended 31st March, 2011 31st March, 2010

Gross Sales 56470.66 68183.82

Less: Excise Duty 7313.63 6814.74

Net Sales 49157.03 61369.08

Operating Profit before Interest and Financial Charges, Depreciation and Tax 7107.79 21145.35

Less: Interest and Financial Charges 219.46 196.16

Gross Profit before Depreciation and Tax 6888.33 20949.19

Less: Depreciation (net of transfer from Revaluation Reserve) 2751.43 2535.96

Profit before Tax 4136.90 18413.23

Less: Provision for Tax:

(a) Income Tax /MAT for current year (Net) 25.00 6700.20

(b) Income Tax for earlier years 455.76 -

(c) Deferred Tax Credit (168.00) (168.00)

Net Profit After Tax 3824.14 11881.03

Provision for Dividend for 2008-09 written back - 73.67

Corporate Dividend Tax provided in 2008-09 written back - 12.52

Profit brought forward from previous year 29555.00 20655.42

Profit available for appropriation 33379.14 32622.64

APPROPRIATIONS

(a) Transfer to general Reserve 400.00 1200.00

(b) Proposed Dividend on Equity Shares 1601.63 1601.63

(c) Corporate Dividend Tax 259.82 266.01

(d) Balance carried forward to next year 31117.69 29555.00

TOTAL 33379.14 32622.64

2. DIVIDEND

We recommend a dividend of Rs.6.00 per equity share of Rs.10/- each for the year ended 31st March, 2011. Total dividend outgo will be Rs.1861.45 Lacs including corporate dividend tax.

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Honble High Court of Rajasthan, deferred tax liability of Rs.1164.00 Lacs for the year has been adjusted from the Securities Premium Account. Deferred tax assets of Rs.168 lacs of the current year has been credited to the Profit and Loss Account

4. OVERALL PERFORMANCE

Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of Directors Report.

5. WIND MILLS

All the six wind mills of 1.25 MW capacity each installed at Jaisalmer, were commissioned in June, 2010 and with the commissioning of these wind mills, total capacity of wind mill power is 13.65 MW. Necessary steps have been taken to avail CDM benefit.

6. CAPTIVE THERMAL POWER PLANT (CPP)

The second Captive Thermal Power Plant of of 17.5 MW capacity was commissioned in February, 2011. Now the combined capacity of both the CPPs is 35 MW. As the Company has now surplus power, it will try to sell the surplus power when profitable rate is available.

7. NEW PROJECTS AND CAPACITY EXPANSION

The Board on re-examination of the project for expansion of plant capacity by 1.5 million MT p.a. at the existing site, considered it prudent to defer the project for the time being. Instead, the company has decided to move forward to set up a clinker grinding unit in the District of Aligarh, U.P. with an installed capacity of upto 1.25 million M.T. p.a. and barring any unforeseen circumstances, the unit is likely to be commissioned by the last Quarter of the financial year 2012-13.

The Company is also taking steps for upgradation of its existing plants for increasing clinker production by 5 Lac MT p.a.

The total capital expenditure estimated for both the plants is Rs.300 Cr appx which will be met partly by internal cash accruals and partly by loan from the Banks.

8. FINANCES

The Company continued to be debt free as on 31st March, 2011, as there was no secured loan outstanding.

9. CREDIT RATINGS

Your Directors are pleased to inform that Credit Analysis & Research Ltd (CARE) has renewed and assigned to the Company CARE AA- rating for long term and medium term facilities. CARE AA rating is considered to offer high safety for timely servicing of debit obligations. Such facility carries very low credit risk. CARE assigns + or - signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed PR1+ (PR One Plus) rating assigned to the short term facilities. This is the highest rating for short term facilities. PR1+ rating indicates strong capacity for timely payment of short term debt obligations and carries lowest credit risk.

10. INSURANCE

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

11. DIRECTORS

Shri T.S.Vishwanath has resigned from the Directorship of the Company effective from 21st day of April, 2011.

The Board expressed its sincere appreciation and thanks for the efficient and matured advices of Shri T.S.Vishwanath given to the Board during the tenure of his office as Director of the Company.

Subject to necessary approval of the shareholders, the Board appointed Shri A.V.Jalan and Smt.Vidula Jalan as Whole-time Directors (designated as Executive Directors) of the Company w.e.f. 1st April, 2011. Extra-ordinary General Meeting (EOGM) of the shareholders has been convened on 29th April, 2011 at the Registered Office of the Company.

The current tenure of appointment of Shri K.C.Jain, Managing

Director, expires on 30th April, 2011 and your Directors have considered his re-appointment for further period of 3 years w.e.f. 1st May, 2011 on the terms and conditions set out in the Notice of the Shareholders at their ensuing Annual General Meeting.

In accordance with Article 99 of the Articles of Association of the Company Shri O.P.Gupta and Shri K.K.Mudgil, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the members of Company and being eligible, offer themselves for re-appointment.

12. MERGER OF MANGALAM TIMBER PRODUCTS LTD (MTPL)

The merger of Mangalam Timber Products Ltd (MTPL) with the Company through the judicial process is in progress. The Honble High Court of Rajasthan, Jaipur has directed convening of the meeting of unsecured creditors and shareholders of the Company which is scheduled to be held on Saturday, the 21st May, 2011 at the Registered office of the Company. The merger on approval by the Honble High Court of Rajasthan, Jaipur and Honble High Court of Orissa, Cuttack, will be effective from 1st April, 2010.

13. AUDITORS REPORT

Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remark.

14. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re-appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

15. COST AUDIT

Pursuant to the directives of the Central Government under provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit Cost Accounts of your Company for the year ended 31st March, 2011.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that :

(i) in preparation of Annual Accounts, applicable accounting standards have been followed and that no material departure has been made from the same;

(ii) they 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 for Financial Year ended 31st March, 2011 and of the profit of the company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. PARTICULARS OF EMPLOYEES

There is no employee during the year under review in respect of whom the particulars as required to be disclosed with reference to the Companies (Particulars of Employees) Rules, 1975 as amended.

18. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

19. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. Certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

20. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956 during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

21. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement(s), cash flow statement for the financial year ended 31st March, 2011 is annexed hereto.

22. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year :

(a) During the First Mines Safety Week, 2010 of Hadoti Division, Gwalior Region celebrated under the aegis of Directorate General of Mines Safety, Govt of India, Dhanbad.

1. For Overall performance 1st prize.

2. Opencast working, places, plans and supervision 1st prize

3. Explosives (Storage, Transport and Use) 1st prize.

4. Transport roads and dust suppression 1st prize.

5. Welfare Amenities and Protective Equipment, 1st prize.

6. Publicity propaganda and House Keeping. 1st prize.

7. Electrical installation and Mines Lighting. 1st prize.

8. Heavy earth moving machinery and maintenance 2nd prize.

9. Vocational training 2nd prize.

10. In different trade tests 1st prize 29 and 2nd prize 3.

(b) During 21st Mines Environment and Mineral Conservation Week 2010-11 celebrated under the aegis of Indian Bureau of Mines, Ajmer.

1. For overall performance

1st and 2nd prize in cement Industry of Rajasthan.

2. Reclamation and Rehabilitation of land 1st prize.

3. For Environmental Protection and Mineral- Conservation 1st prize.

4. Afforestation and plantation 2nd prize.

5. Water pollution control 3rd prize.

6. Poster competition 3rd prize.

23. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, Bankers and the District level authorities for their support extended to the Company from time to time. Shareholders appreciation of the Managements efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance.

Yours faithfully,

O. P. Gupta, Chairman

K. K. Mudgil, Director

K.C. Jain, Managing Director

New Delhi

The 27th day of April, 2011

We have the pleasure in presenting the 34th Annual Report of the Company with audited statements of accounts for the year ended 31st March, 2010. The summarized Financial Results are given below:

1. FINANCIAL RESULTS

(Rs. in Lacs)

Current Year ended Previous Year ended 31st March, 2010 31st March, 2009

Gross Sales 68183.82 64631.05

Less: Excise Duty 6814.74 8216.12

Net Sales 61369.08 56414.93

Operating Profit before Interest and Financial Charges, Depreciation and Tax 21145.35 16200.86

Less: Interest and Financial Charges 196.16 317.66

Gross Profit before Depreciation and Tax 20949.19 15883.20

Less: Depreciation (net of transfer from Revaluation Reserve) 2535.96 2426.95

Profit after depreciation 18413.23 13456.25

Less: Exceptional Items

Loss/Diminution on sale of Investment - 255.57

Profit before Tax 18413.23 13200.68

Less: Provision for Tax:

(a) Income Tax 6700.20 3449.63

(b) Deferred Tax Assets (168.00) -

(c) Fringe Benefit Tax - 34.65

Net Profit after Tax 11881.03 9716.40

Provision for Dividend for 2008-09 written back 73.67 -

Corporate Dividend Tax provided in 2008-09 written back 12.52 -

Profit brought forward from previous year 20655.42 14742.88

Profit available for appropriation 32622.64 24459.28

APPROPRIATIONS

(a) Transfer to general Reserve 1200.00 2000.00

(b) Proposed Dividend on Equity Shares 1601.63 1541.83

(c) Corporate Dividend Tax 266.01 262.03

(d) Balance carried forward to next year 29555.00 20655.42

TOTAL 32622.64 24459.28

2. DIVIDEND

The Board of Directors at its meeting held today has recommended dividend on Equity Shares for the year ended 31st March, 2010 as under:

(Rs. in Lacs)

31st March, 2010 31st March, 2009

On 2,66,93,780 Equity Shares of Rs.10 each as on 31.3.2010 @ Rs.6.00 per 1601.63 1541.83 share (Previous year Rs.5.50 per share on 28033198 Equity Shares)

Dividend Tax 266.01 262.03

1867.64 1803.86

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Honble High Court of Rajasthan, deferred tax liability of Rs. 585 Lacs for the year has been adjusted from the Securities Premium Account. Deferred Tax Assets of Rs. 540 Lacs which were adjusted in earlier years from the Securities Premium Account has been transferred to General Reserve and deferred tax assets of Rs. 168.00 lacs of the current year has been credited to the Profit and Loss Account

k. OVERALL PERFORMANCE

Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of Directors Report.

5. WINDMILLS

Considering various investment opportunities and CDM benefit available, the Company decided to install 6 more wind mills of 1.25 MW capacity each, at Jaisalmer. These wind mills are expected to be commissioned by June, 2010.

With the commissioning of these wind mills, total capacity of wind mill power will be 13.65 MW. Necessary steps have been taken to avail CDM benefit.

6. CAPTIVE THERMAL POWER PLANT (CPP)

One more CPP of 17.5 MW capacity is under installation and barring any unforeseen circumstances, the plant is expected to be commissioned by December, 2010. Since the company will be having surplus power, it will sell surplus power either to Jaipur Vidyut Vithran Nigam Ltd and/or through Indian Energy Exchange or to any agency of the Government, which is expected to increase the profitability of the Company.

7. BUY-BACK OF SHARES

During the year, the company bought back 13,39,418 Equity Shares at a total cost of Rs. 1003.90 Lacs and the shares so purchased were extinguished and the subscribed share capital of the Company has been reduced to that extent. Considering that the prevailing share price was higher than the price fixed by the company for buy-back, the Board decided on 30th July, 2009 to close the buy-back.

In accordance with the public announcement dt. 17th January, 2009, in total, the Company bought back 15,52,978 equity shares at a cost of Rs. 1118.59 Lacs which amounts to 52.03 % of the buy-back size offer at an average price of Rs. 72.03 per share out of general reserves.

8. NEW PROJECTS

The Companys appeal for granting Prospecting License for limestone bearing mining area in the District of Morena, M.P., was rejected by theHonble Mines Tribunal, New Delhi and the Company is examining possible course of action against the judgment.

Considering the global meltdown of the market, the plans for setting up of a 1.75 MTPA new cement manufacturing plant was deferred. With the revival of the economy and good demand of cement in future, the Company has decided to go ahead for setting up of a new cement manufacturing plant of 1.75 MTPA at the existing site.

9. FINANCES

During the year, the Company has repaid Rs. 654.65 Lacs to the State Bank of India, towards last installment of term loan availed for setting up of Captive Thermal Power Plant. The company has no secured debt as on date.

10. CREDIT RATINGS

Your Directors are pleased to inform that Credit Analysis & Research Ltd (CARE) has assigned to the Company CARE AA- rating for the long term and medium term facilities. CARE AA rating is considered to offer high safety for timely servicing of debt obligations. Such facility carries very low credit risk. CARE assigns + or- signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed PR1+ (PR One Plus) rating assigned to the short term facilities. This is the highest rating for short term facilities. PR1+ rating indicates strong capacity for timely payment of short term debt obligations and carries lowest credit risk.

11. INSURANCE

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

12. DIRECTORS

The Board has appointed Shri Anshuman Vikram Jalan and Smt. Vidula Jalan as Additional Directors of the Company w.e.f. 30th July, 2009. They shall hold office upto the date of the ensuing Annual General Meeting (AGM). The Company has received requisite notices from the members U/s 257 of the Companies Act, 1956, proposing the names of Shri Anshuman Vikram Jalan and Smt. Vidula Jalan for appointment as Directors. They are the promoter Directors. The Board recommends their appointment.

In accordance with Article 99 of the Articles of Association of the Company, Shri N.G.Khaitan and Shri T.S.Vishwanath, retire by rotation at the forthcoming AGM of the Company and being eligible offer themselves for reappointment. The resumes of Shri Anshuman Vikram Jalan, Smt. Vidula Jalan, Shri N.G. Khaitan and Shri T.S. Vishwanath, are given in the Notice of Annual General Meeting.

13. AUDITORS REPORT

Auditors Report to the Shareholders does not contain any qualification, reservation or adverse mark.

14. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re-appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

15. COST AUDIT

Pursuant to the directives of the Central Government under I provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit Cost Accounts of I your Company for the year ended 31st March, 2010.

16. DIRECTORSRESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

(i) in preparation of Annual Accounts, applicable accounting standards have been followed and that no material departure has been made from the same;

(ii) they have selected such accounting policies and ; applied them consistently and made judgments and j estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for Financial Year ended 31st March, 2010 i and of the profit of the company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. PARTICULARS OF EMPLOYEES

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956, are set out in a separate statement attached hereto which forms part of this report.

18. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

19. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. Certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

20. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956 during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

21. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement(s), cash flow statement for the financial year ended 31st March, 2010 is annexed hereto.

22. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year:

From Rajasthan Renewable Energy Corp (RERC), Govt of Rajasthan

(i) For Energy Conservation in cement sector for the year 2008-09-1st Prize From the Director General, Mines Safety, Ajmer Region, Govt of Rajasthan

(i) For Rehabilitation and Reclamation of land - 1 st Prize.

(ii) For Water Harvesting - 1 st Prize.

(iii) For Waste Dump Management - 3rd Prize.

(iv) For overall performance in mechanized open cast

Mines - 3rd Prize. National Safety Award (Mines)

The company has also been nominated for National Mines Safety Award for the year 2008.

The company was also conferred with high praises and accolades by the local and District Administration, for contribution to social welfare in the area for contributing for construction of hospital.

23. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, Bankers and the District level authorities for their support extended to the Company from time to time. Shareholders appreciation of the Managements efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance.

Yours faithfully,

O.P. Gupta, Chairman Kolkata K.K. Mudgil, Director

The 1 st day of May, 2010. K.C. Jain Managing Director