for the year ended 31st March, 2026

Dear Members,

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

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.

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

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

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.

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.

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

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.

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.

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.

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.

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).

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

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

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.

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

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

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

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

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

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

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

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

(ii) Shri Yaswant Mishra, Executive Director & CFO

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Financial Statements of the Company for the financial year ended March 31,2026 have been prepared in accordance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with the rules made thereunder and other applicable statutory provisions.

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

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

Their present term of office shall conclude at the ensuing 51stAGM.

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

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

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

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

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

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

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

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

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

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.

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

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:

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.

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

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.

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.

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.

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.

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.

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

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

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

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.

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.

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

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.

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

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

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

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

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.

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.

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.

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

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.

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.

Your Directors are pleased to inform you that your Company has received the following awards during the year 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 of the Mine's exemplary performance in environmental management, mineral conservation and adoption of sustainable mining practices:

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:

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:

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.

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.

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

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

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

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

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

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

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

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

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

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.