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.