To the Members,

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

THE YEAR IN RETROSPECT

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

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

The upcoming election in Uttar Pradesh is expected to provide impetus to infrastructure spending, housing, rural demand and private construction in Central India. Although the geopolitical developments, particularly the ongoing West Asia conflict, continue to create uncertainty in the global markets and commodity prices there is a risk of inflation and currency depreciation. El Nino may pose a potential risk to agricultural output, rural demand and food inflation. However, lowering GST rates on cement from 28% to 18% will definitely provide an impetus to the latent demand in cement.

Achievements in FY26

Continue to produce mostly blended cement.

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

Share of non-grid Power exceeded 50%.

EBITDA of 584 per tonne up by 10%.

Repaid interest free loan of 687 million, the Company is nflow completely debt free.

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

Continue to operate on negative net operating working capital.

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

FINANCIAL HIGHLIGHTS / REVIEW OF OPERATIONS

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

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

1 Earnings Before Interest, Tax, Depreciation and Amortization

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

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

Although domestic fuel availability improved during the year, quality inconsistencies posed ongoing operational challenges. In response, the Company proactively optimized its fuel basket by capitalizing on market opportunities and increasing the use of alternative fuels. This strategic shift successfully enhanced both cost efficiency and environmental performance.

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

Reducing dependence on original equipment

manufacturers (OEMs) where feasible.

Driving wider adoption of digital procurement platforms. Shifting several critical activities in-house to reduce costs and improve supply chain resilience.

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

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

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

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

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

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

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

DIVIDEND

The Board has recommended dividend of INR 7 per share

(70%) for FY26, subject to the approval of the shareholders at

the ensuing AGM (Dividend for FY25, paid during FY26, was

7 per share). The proposed dividend for FY26 is expected to absorb INR 1586.3 million. As the PAT is MINR 1339.7,

therefore, in accordance with the provisions of the Companies (Declaration and Payment of Dividend) Rules, 2014, the Board has proposed to withdraw an amount of INR 246.6 million from the accumulated profits of the past financial years.

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

Dividend Distribution Policy

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

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

* The Shareholders whose dividend for FY2018-19 has remained unclaimed and have also not claimed the same for seven consecutive years, the unclaimed dividend along with its underlying shares will be transferred to Investor Education and Protection fund (IEPF) Authority.

ENVIRONMENTAL SUSTAINABILITY

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

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

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

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

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

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

CSR APPROACH

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

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

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

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

The Company believes in entrepreneurial ability of rural youth and endeavour to make them self-reliant by developing their skills. Quality training that covers various areas of trade is tremendously beneficial. To guarantee this, The company has partnered with the expert NGO, which offered various courses to develop skills in many fields i.e., sewing and stitching, computer operations, production of bags and garments, solar panels, etc. These courses are run on a regular basis, and participants are enrolled for three-months certificate course. These courses are being conducted at our skill development centres knflown as "Sakshamta Vikas Kendra" in Jhansi and Damoh. During FY26, training was imparted to 780 rural youth.

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

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

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

OCCUPATIONAL HEALTH & SAFETY

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

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

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

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

Health & Safety competency enhancement for Employees & Contractors .

High risk operational training and compliance verification of contractor workers.

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

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

Safety Nets for pre-heater cyclone.

Belt Conveyor Side Protection Guards.

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

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

AWARDS AND ACCOLADES

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

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

Patharia Limestone Mine received first prize in the category

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of Electrical Installations & Ore Handling Plant during 37 Metalliferous Mines Safety Week Celebration 2025.

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

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Patharia Limestone Mine participated in 35 Mines

Environment & Mineral Conservation Week 2025-26 and secured Winner position in the category of Reclamation and Rehabilitation of Opencast Mines.

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

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

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

' Excellence in CSR & Sustainability' award was given under best use of CSR practices in various Sectors during

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the 12 Edition of 'National Awards for Excellence in CSR and sustainability' organised by the World Sustainability Congress.

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The 11 Greentech CSR Award, 2025 was given under the category "Rural Development".

CORPORATE GOVERFINANCE

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DIRECTORS

CHANGE IN DIRECTORS

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

RE-APPOINTMENT OF WHOLE-TIME DIRECTOR

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

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

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

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

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

Re-appointment of Managing Director

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

RETIREMENT BY ROTATION

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

DECLARATION OF INDEPENDENT DIRECTORS

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

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

DISCLOSURES UNDER THE COMPANIES ACT, 2013

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

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

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

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

https://www.mycemco.com/sites/default/files/PDF/Policies/ Nomination_and_Remuneration_Policy.pdf

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

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

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

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

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

? Mr. Joydeep Mukherjee, Managing Director;

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

? Mr. Anil Kumar Sharma, Chief Financial Of cer; and

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

LOANS, GUARANTEES, SECURITY, AND INVESTMENTS

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

Companies Act, 2013.

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

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

? Details relating to deposits covered under Chapter V of the Companies Act, 2013.

? Issue of equity shares with differential rights as to dividend, voting or otherwise.

? Issue of stock options or sweat equity shares.

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

INTERNAL FINANCIAL CONTROLS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2026 and of the profit of the Company for the Financial year ended on that date;

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

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

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

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

RELATED PARTY TRANSACTIONS

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

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

policy-on-related party-transactions.pdf

RISK MANAGEMENT

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle blower policy to deal with the instances of unethical behaviour, fraud, conflict of interest, mismanagement, and violation of the Code of Conduct. During FY26, no complaint was received under the Vigil Mechanism. The details of the vigil mechanism are given in the Corporate Goverfinance Report and a copy of the same has been posted on the Company's website. The weblink to access the same is as follows:

https://www.mycemco.com/sites/default/files/PDF/Policies/ W.e.f.19.10.2021_HCIL_Whistle_Blower_Policy_English.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

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

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

Status of complaints as on 31 March 2026:

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

AUDITORS

In accordance with the provisions of Section 139(1) of the

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Companies Act, 2013, the members at the 63 Annual General Meeting (AGM) of the Company held on 08 September 2022 had re-appointed M/s. S.N. Dhawan & CO. LLP., Chartered Accountants, as statutory auditors of the Company for second term to hold office up to the conclusion

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of the 68 AGM i.e., for conducting statutory audits commencing from FY23 until FY27.

The observations of the Auditors in their report on Financial Statements read with the relevant notes are self-explanatory. The Independent Auditors' Report does not contain any qualification, reservation or adverse remarks. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

COST AUDIT

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

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

SECRETARIAL AUDIT

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

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

mycemco.com/sites/default/files/PDF/Secretarial_Complian ce_Report/secretery-2025-2026Report.html

PARTICULARS OF EMPLOYEES

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

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

ACKNFLOWLEDGEMENTS

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

For and on behalf of the Board

Place: Gurugram Jyoti Narang

Date: 25 May 2026 Chairperson