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Sagar Cements Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2248.56 Cr. P/BV 1.33 Book Value (Rs.) 129.52
52 Week High/Low (Rs.) 299/149 FV/ML 2/1 P/E(X) 0.00
Bookclosure 26/06/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2026-03 

Your Directors are pleased to present their Forty Fifth Report together with the audited Stand-alone and Consolidated financial
statements of the Company for the year ended March 31, 2026.

FINANCIAL RESULTS

This discussion on the financial performance and results of operations of your Company for the year ended March 31, 2026, which
are summarized below, should be read in conjunction with its audited stand-alone and the consolidated financial statements
containing financials and notes thereto of Sagar Cements Limited and its subsidiaries, namely Sagar Cements (M) Private Limited
and Andhra Cements Limited.

Description

Stand-alone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from operations

1,76,830

1,56,664

2,65,002

2,25,764

Other Income

6,499

2,663

2,155

2,143

Total income

1,83,329

1,59,327

2,67,157

2,27,907

Total expenses

1,63,792

1,50,970

2,35,803

2,11,655

Profit before Interest, Depreciation and Tax

19,537

8,357

31,354

16,252

Less: Finance Cost

7,664

8,149

19,695

18,813

Depreciation

11,551

11,942

23,965

23,075

Profit before exceptional items and tax

322

(11,734)

(12,306)

(25,636)

Exceptional items

-

2,091

-

2,717

Profit/(Loss) before tax

322

(13,825)

(12,306)

(28,353)

Total Tax

(3,035)

(5,277)

(12,233)

(6,685)

Profit/(Loss) after Tax

3,357

(8,548)

(73)

(21,668)

Other Comprehensive Income/(Loss)

(12)

72

(7)

47

Total Comprehensive Income/(Loss)

3,345

(8,476)

(80)

(21,621)

Basic & Diluted Earnings per share of H 2/- each

2.57

(6.54)

(0.06)

(16.58)


PERFORMANCE

During the year the Consolidated Revenue from Operations
stood at H2,65,002 Lakhs, registering a increased by 17%
as compared to previous year and Profit before Interest,
Depreciation and Tax stood at H31,354 Lakhs, registering
an increase by 93% as compared to previous year. To avoid
repetition in the Directors' Report, further details about other
aspects of the performance of the Company during the year
2025-26 have been furnished in the Management Discussion
and Analysis Report as annexure to this report.

DIVIDEND

Dividend has been considered by your Board taking into
consideration the factors like overall profitability, cash flow,
capital requirements and other business consideration as
well as the applicable regulatory requirements read with the
dividend distribution policy adopted by your Company, which
is available on your Company's website and can be accessed
at:
https://sagarcements.in/wp-content/uploads/2020/08/Scl
Dividend-Distribution-Policy.pdf. Considering the inadequate
profits, no dividend is proposed for the year.

TRANSFER TO RESERVES

No transfer to any reserve is proposed and accordingly, the
entire balance available in the Statement of Profit and Loss is
retained in it.

SHARE CAPITAL

AUTHORISED SHARE CAPITAL:

The authorised share capital of the company is
H292,50,00,000/- comprising of 124,75,00,000 Equity Shares
of H2/- each and 4,30,00,000 Preference Shares of H10/- each
as on March 31, 2026.

PAID-UP SHARE CAPITAL:

As on March 31, 2026, the paid-up share capital of the
company was H26,14,15,096/- divided into 13,07,07,548 equity
shares of H2/- each and there were no changes in the share
capital of your Company during the year under report.

UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF
EQUITY SHARES

During FY 2026, no funds were raised through Rights Issue,
Preferential issue etc., and hence there is no requirement to
provide any explanation as required under Regulation 32(4) of
the SEBI (LODR) Regulations, 2015.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The performance of subsidiaries viz., Sagar Cements (M)
Private Limited and Andhra Cements Limited, both of which
were acquired by your Company, is satisfactory and on the
expected lines.

Salient features of the financials of the above mentioned two
subsidiaries have been given in form AOC-1 as
Annexure-1 to
this report. Your Company does not have any Joint Ventures or
Associate Companies.

During FY 2025 26, Sagar Cements Limited, as promoter of
its subsidiary, Andhra Cements Limited (ACL), made an Offer
for Sale (OFS) of equity shares through the stock exchange
mechanism in compliance with SEBI guidelines and Rule 19A
of the Securities Contracts (Regulation) Rules, 1957 Pursuant
to approvals of the Investment Committee of the Board, the
Company divested part of its holdings, thereby reducing its
stake from 90% to 75%. Consequently, the public shareholding
in ACL increased to 25%, enabling ACL to achieve the
mandated Minimum Public Shareholding (MPS) requirement

within the stipulated time period. The transaction was duly
approved by the Audit Committee and executed in accordance
with SEBI OFS Circulars and operational guidelines of BSE
and NSE.

The Board of Directors of your Company at its meeting held
on March 30, 2026, has accorded its in-principle approval for
the merger of one of our subsidiary companies viz., Andhra
Cements Limited with it, which will be subject to necessary
approvals as may be required from the regulatories and other
authorities concerned.

ESTABLISHMENT OF NEW DIVISION:

The Board of Directors of your Company accorded approval
for establishment of new division namely superfine building
materials to carry on the business of highly processed,
micronized, or extremely fine-grade materials designed for
superior strength, smooth finishing, and high-performance
in construction projects. These materials, which range from
specialized cements to manufactured sands, are crucial
for modern, durable, and sustainable building techniques.
Demand is surging for superfine products for luxury
architectural finishes, and these advanced materials help
clients meet strict green building certifications. Superfine is
extension of our Product Portfolio and are mostly generated
from GGBS (Ground Granulated Blast-furnace Slag), Silica and
Fly ash.

The division will leverage to provide data-driven material
predictions, reducing on-site waste by ensuring perfect fits
for prefabricated components. This initiative targets the
high-precision construction market, focusing on advanced
concrete additives.

The Superfine materials are used in High-performance/ultra-
high-performance concrete (UHPC), Repairing structural cracks
and micro-fissures in dams, bridges, and tunnels, Interior
finishing, including false ceilings and plastering and Industrial,
commercial, and residential cladding/roofing.

The management has identified a significant growth
opportunity in superfine building materials, and the creation
of a specialized division aligns with the Company's long-term
strategic goals.

PERFORMANCE OF YOUR COMPANY’S PLANTS

Your Company's integrated cement plants located at
Mattampally in Suryapet District, Telangana and at Gudipadu
Village, Ananthapur District, Andhra Pradesh and the grinding
unit located at Bayyavaram village, Visakhapatnam District,
Andhra Pradesh and Kalinga Nagar Industrial Complex, Tehsil
- Dangadi, Jajpur District, Odisha are doing well and the
products generated in these units are catering to the major
market in South India and parts of Odisha and its neighbouring
States. Further details about the performance of these plants
have been given elsewhere in the Integrated Report.

FUTURE OUTLOOK, RISK MANAGEMENT SYSTEM
AND INTERNAL CONTROL AND ITS ADEQUACY

Details relating to future outlook, risk management system
and internal control and its adequacy have been given in detail
in the Management Discussion and Analysis Report, which is
part of the Directors Report. The Company has an adequate
Internal Financial Control System, commensurate with the size,
scale and complexity of its operations.

The Company has a suitable risk management policy to
identify and mitigate risks. This Policy, inter-alia, includes
identification of various elements of risk, including those
which, in the opinion of the Board, may threaten the existence
of the Company.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL
RELATIONS

Your Company continues to enjoy cordial relationship with all
its personnel at its Plants, Offices and on the field.

Your company is organizing training programmes wherever
required for the employees concerned to improve their skill.
They are also encouraged to participate in the seminars
organized by the external agencies related to the areas of
their operations.

Your company continues to focus on attracting and retaining
competent personnel and providing a holistic environment
where they get opportunities to grow and realize their full
potential. Your company is committed to providing all its
employees with a healthy and safe work environment.

POLICY ON PREVENTION OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE

Regarding the Sexual Harassment of Women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013, your Company
has an Internal Complaints Committee. No complaints were
received or disposed of during the year under the above Act
and no complaints were pending either at the beginning or
at the end of the year. Your Company has complied with the
provisions relating to the constitution of Internal Complaints
Committee (ICC). ICC is responsible for redressal of complaints
related to sexual harassment and follows the guidelines
provided in the policy. ICC has its presence at corporate offices
as well as at manufacturing units.

AWARDS & RECOGNITIONS ACROSS UNITS (FY 2025-26):

Your company has already achieved ISO Certification ISO
9001:2015 for Quality Management System Standard,

ISO 14001:2015 for Environmental Management System
Standard, ISO 45001:2018 for Occupational Health and Safety
Management System Standard and ISO 50001:2018 for
Energy Management.

Further your Company has achieved following awards:
Mattampalli Unit:

• Received the "BIS Award of Honour” for outstanding
performance in quality, safety, and operational excellence.

• Received following excellence awards from Quality Circle
Forum Of India (QCFI), Hyderabad:

- Sustainable Mining Excellence Award

- CSR Excellence Award

- Energy Efficiency Award

- Health & Safety Excellence Award

- AFR Excellence Award

- Plant Environment Excellence Award

- Renewable Energy, Green Energy & CO2
Excellence Award

- Water Excellence Award

- Productivity Excellence Award

- Logistics Excellence Award

• Received the following awards from IBM, Hyderabad:

- 1st Prize for Environmental Monitoring (Mine-2)

- 1st Prize for Sustainable Mine Development (Mine-1)

- 1st Prize for Innovation in Mining (Mine-1)

- 2nd Prize for Publicity & Propaganda (Mine-1)

- 3rd Prize for Overall Mine Performance (Mine-1)

Gudipadu Unit:

• Received Certificates of Appreciation from the Bureau of Indiar
Standards (BIS), Vijayawada, for OPC and PPC products.

• Received the following awards from the Director of Mines
Safety (DMS), Nellore Region:

- 1st Prize for Safe Mine Workings

- 1st Prize for Drilling & Blasting

- 1st Prize for "Safety is My Responsibility & Zero Harm in
Mines”

- 2nd Prize for Electrical Installations

- 2nd Prize for Crusher & Conveyor Belts

- 2nd Prize for Safety Management System

• Received a Merit Certificate from the National Safety
Council of India (NSCI), Navi Mumbai, for achievements in
Occupational Safety & Health.

• Received following excellence awards at QCFI's 4th National
Environment & Sustainability Awards & Net Zero Conclave:

- Energy Excellence Award

- Health & Safety Excellence Award

- AFR Excellence Award

- Plant Environment Excellence Award

- CSR Excellence Award

- Sustainable Mining Excellence Award

- Water Excellence Award

- Productivity Excellence Award

• Received the following recognitions from IBM,

Vijayawada Region:

- 2nd Prize for Publicity & Propaganda

- 2nd Prize for Afforestation

• Received an Appreciation Certificate under the "Bangaru
Kutumbalu” initiative (P4 Program) from the MLA of
Tadipatri Constituency for contributions and participation in
community development initiatives.

Bayyavaram Unit:

• Achieved the GreenCo Platinum Rating awarded by CII.

• Received the National Award for Energy Efficient Unit
from CII.

• Won the Gold Award at the Chapter Convention on Quality
Concepts 2025 organized by QCFI, Visakhapatnam Chapter.

• Received Appreciation Certificates from BIS for PSC, CC,
and GGBS products.

• Received recognition at QCFI's 4th National Environment &
Sustainability Awards 2025.

• Received the National Safety Council of India Safety
Award 2025.

Jajpur Unit:

• Received a Certificate of Participation during "Manak
Mahotsav - World Standards Day” from BIS, Bhubaneswar.

• Received a Safety Award from BIS, Bhubaneswar.

• Received a Certificate of Appreciation from the Red Cross
Society, Cuttack.

• Received appreciation from the ADM, Kalinganagar, for
supporting "Sukinda Slipa Mahostav 2026” promoting
cultural programs, music concerts, local art exhibitions,
and performances by renowned artists.

Pursuant to Section 134 (5) of the Companies Act, 2013, your
board of directors, to the best of their knowledge and ability,
confirm that:

i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no material departures;

ii. the directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the company
at the end of the financial year and of the Profit of the
company for that period;

iii. the directors have taken proper and sufficient care
of the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a
going concern basis;

v. the directors have laid down internal financial controls to
be followed by the company, and such internal financial
controls are adequate and operating effectively; and

vi. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Dr. S. Anand Reddy and Smt. S.
Rachana will be retiring by rotation at the ensuing Annual
General Meeting and being eligible, offer themselves for re¬
appointment. Necessary resolutions seeking the approval of
the members for the re-appointments have been incorporated
in the notice of the annual general meeting of the company.

Pursuant to the Shareholders' Agreement entered into
between the Company and Telangana Industrial Development
Corporation Limited (TSIDC) (demerged from Andhra Pradesh
Industrial Development Corporation Limited), and based

on the recommendation conveyed vide Letter No. TSIDC/
DGM/EPM/SAGAR CEMENTS/IND/322/26 dated January
9, 2026, received from TSIDC and on the recommendation
made by the Nomination and Remuneration committee,

Board of Directors had re-appointed Smt N. Sudha Rani as
a nominee director on the Board of the Company with effect
from January 20, 2026 to January 31, 2028 which was later
approved by the shareholders through postal ballot on
March 13, 2026.

Pursuant to the shareholders agreement executed between
the company and AvH Resources India Private Limited
and on the recommendation made by the Nomination and
Remuneration committee. Shri. Jens Van Nieuwenborgh has
been appointed as nominee director of AvH Resources India
Private Limited on the Board of the company with effect
from September 18, 2024, which was later approved by the
shareholders through postal ballot on November 28, 2024.

Your Board, pursuant to the recommendation made by its
Nomination and Remuneration Committee, and taken in
to account her vast experience in the area of finance, skills,
knowledge and the substantial contribution made during her
tenure has recommended the appointment of Smt. Onteddu
Rekha as an Independent Director to hold office for a second
term of five years with effect from June 30, 2025, which was
later approved by the shareholders at their 44th Annual General
Meeting held on June 30 ,2025.

Except Smt S. Rachana, who is a director and major
shareholder in R V Consulting Services Private Limited, whose
transactions with the company have been reported under the
related parties disclosure in the notes to the accounts, none
of the other non-executive directors has had any pecuniary
relationship or transactions with the company, other than
the receipt of sitting fee for the meetings of the Board and
Committees thereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declarations from all
the Independent Directors of the Company in accordance
with Section 149 (7) of the Companies Act 2013, that they
meet the criteria of independence as laid down in Section

149(6) of the said Act and Regulation 16 (1) (b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”). There has been no change in
the circumstances affecting their status as an Independent
Director during the year.

The Independent Directors have also confirmed that they have
complied with Schedule IV of the Companies Act, 2013 and
the Company's Code of Conduct.

The Board of Directors is of the opinion that all the
Independent Directors possess requisite qualifications,
experience and expertise in industry knowledge and corporate
governance and they hold highest standards of integrity.

NUMBER OF MEETINGS OF THE BOARD

During the year 2025-26, six meetings of the Board were held
and the details of these meetings of the Board as well as its
committees have been given in the corporate governance
report, which forms part of the Integrated Report.

CREDIT RATING

Details of Credit Ratings obtained by the Company have been
given in the corporate governance report, which forms part of
the Integrated Report.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and
remuneration and other matters provided in Section 178
(3) of the Companies Act, 2013 have been disclosed in the
Corporate Governance Report.

Under Section 178 (3) of the Companies Act, 2013, the
Nomination and Remuneration Committee of the Board
has adopted a policy for nomination, remuneration and
other related matters for directors and senior management
personnel. A gist of the policy is available in the Corporate
Governance Report.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation
of its own performance and of its committees as well as its

individual directors, on the basis of criteria such as composition
of the board/committee structure, effectiveness, process,
information flow, functioning etc.

CHANGE IN THE NATURE OF BUSINESS

There were no change in the nature of business of
the Company.

AUDITOR’S

M/s. B S R and Co, Chartered Accountants (Firm Registration
No. 128510W), who were appointed as statutory Auditors' of
the company by the Shareholders at their 44th Annual General
Meeting held on June 30, 2025 for a term of five years will be
holding their said office from the conclusion of the said Annual
General Meeting till the conclusion of the 49th Annual General
Meeting to be held in the year 2030, at such remuneration as
may be mutually agreed between the Board of Directors of the
Company and the said Auditors.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’
REPORT

AUDITOR’S REPORT

The Auditor's report does not contain any qualifications,
reservations or adverse remarks and it is an unmodified one.

SECRETARIAL AUDITOR’S

M/s. B S S & Associates, practicing Company Secretaries (Firm
Registration No. 3744) who were appointed as Secretarial
Auditors' of the Company by the Shareholders at their 44th
Annual General Meeting held on June 30, 2025 for a term of
five years will be holding their said office from the conclusion
of the said Annual General Meeting till the conclusion of the
49th Annual General Meeting to be held in the year 2030, at
such remuneration as may be mutually agreed between the
Board of Directors of the Company and the said Auditors.

SECRETARIAL AUDITORS’ REPORT

In accordance with Section 204 (1) of the Companies Act,
2013, the report furnished by the Secretarial Auditors, who
carried out the secretarial audit of the company under the said

Section is given in the Annexure-2, which forms part of this
report. The Secretarial Audit Report of Sagar Cements (M)
Private Limited, a material subsidiary of the company is also
given in the said Annexure.

The Secretarial Audit Reports does not contain any
qualification, reservation, or adverse remarks.

SECRETARIAL STANDARDS

Your company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India from time to time and that such systems are found to be
adequate and operating effectively.

MAINTENANCE OF COST RECORDS

Cost records are required to be maintained by the
Company under Section 148 (1) of the Companies Act,

2013. Accordingly, such accounts and records are made
and maintained.

COST AUDITORS

M/s. Narasimha Murthy & Co., Cost Accountants (FR
No.000042), have been appointed as Cost Auditors of the
company for the year ending March 31, 2027 A resolution
seeking shareholders' approval for ratification of the
remuneration payable to the said Cost Auditors has been
included in the notice of the AGM.

The reports submitted by the Cost Auditors are duly filed
with the appropriate authorities under Section 148 of the
Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS’ UNDER SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

No fraud was reported by the Auditors' under Sub-Section
12 of Section 143 of the Companies Act, 2013 read with the
Rules made there under.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans, guarantees and investments
have been disclosed in the financial statements at
appropriate places.

DISCLOSURE OF ACCOUNTING TREATMENT

The applicable Accounting Standards as notified from time to
time under Section 133 of the Companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, 2016 issued
by the Ministry of Corporate Affairs, have been followed in
preparation of the financial statements of the company.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to
Section 134 (3) (h) of the Companies Act, 2013 read with rule
8 (2) of the Companies (Accounts) Rules, 2014 are given in
Annexure-3 in Form AOC-2 as part of this report.

All related party transactions entered into during the financial
year were on an arm's length basis and in the ordinary course
of business. There were no materially significant related party
transactions entered into by the company with the promoters,
key management personnel or other designated persons that
may have potential conflict with the interests of the company
at large. All related party transactions had prior approval of the
Audit Committee and obtained shareholders' approval as and
when required.

During the year 2025-26 your Company had not entered
into transactions with any person or entity belonging to
its promoter/promoter group, which holds 10% or more
shareholding in the Company.

POLICY ON TRANSACTION WITH RELATED PARTIES:

Policy on dealing with related party transactions is available
on the website of the company at
https://sagarcements.
in/wp-content/uploads/2020/08/Policy-on-Related-Party-
Transactions.pdf

The composition of CSR Committee and a brief outline of the
Corporate Social Responsibility (CSR) Policy of the company
along with the initiative taken by your Company are set
out in
Annexure-4 to this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. This policy is also available on the website
of the company at,
https://sagarcements.in/wp-content/
uploads/2025/09/Other-Corporate-Policies.pdf.

CYBERSECURITY COMMITMENT AND INITIATIVES

Your Company recognizes the critical importance of
safeguarding our information assets and systems from ever-
evolving cyber threats. As a responsible corporate entity, we
are committed to protecting the confidentiality, integrity,
and availability of the data entrusted to us by our customers,
partners, employees, and other stakeholders. To this end, we
have voluntarily embarked on a comprehensive Cybersecurity
programme aimed at identifying, assessing, and mitigating
potential risks across our IT infrastructure and processes.

We have engaged experts in the field of Cybersecurity and
an entity empaneled with the Indian Computer Emergency
Response Team (CERT-In), to conduct an in-depth
cybersecurity assessment of our organisation. This exercise
involved a thorough evaluation of our servers (including
application, database, and report servers), endpoints, firewalls,
network devices, and security practices against industry
standards and best practices.

We have developed a time-bound plan to elevate our
cybersecurity maturity to align with global standards and best
practices. Implementation of high-priority initiatives, such
as database activity monitoring and cybersecurity policy roll
out, is already underway, with substantial completion of the
remediation road-map targeted by end of FY2026.

As we progress on this multi-year journey, we will continue
to assess and refine our cybersecurity strategies to stay
ahead of emerging threats. Annual technical assessments,
including Vulnerability Assessment and Penetration Testing
(VAPT) exercises, will help validate our controls and identify
new areas for improvement. We are also investing in the skills
and resources needed to embed security as a core value and
discipline across the organisation.

We firmly believe that a proactive and diligent approach
to cybersecurity is essential to preserving the trust of
our stakeholders and the resilience of our business in the
digital era. Our voluntary engagement of external experts
and adoption of industry best practices reaffirms SGC's
commitment to upholding the highest standards of corporate
governance and risk management.

We will keep our stakeholders updated on the progress of
our cybersecurity initiatives through regular disclosures.

As always, we remain committed to fostering a secure and
resilient operating environment and welcome any feedback
or suggestions in this regard.

ANNUAL RETURN

The draft Annual Return in Form MGT-7 is available on the
company's web site and the link for the same is
https://
sagarcements.in/investors/annual-reports.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read
with Rule 5 (1) and 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been
given in the
Annexure-5, which forms part of this report.

a. The ratio of the remuneration of each director to the
median remuneration of the employees of the Company
for the financial year:

Particulars

Ratio to Median Remuneration

Non-Executive Directors

Non-Executive Directors are
not paid any remuneration,
other than sitting fee

Executive Directors:-

Dr. S. Anand Reddy

81.03

Shri S. Sreekanth Reddy

72.93

b. The percentage increase in remuneration of each director,
chief executive officer, chief financial officer, company
secretary in the financial year:

Director, Chief Executive Officer,
Chief Financial Officer and Company
Secretary

% increase in remuneration
in the financial year

Shri KV. Vishnu Raju,
Independent Director

Shri Ravichandran Rajagopal,
Independent Director

Smt O. Rekha,
Independent Director

Smt Naga Sudha Rani

These non-executive

(TSIDC Nominee Director)

directors were not paid

Shri Jens Van Nieuwenborgh,
(AvH Resources India Private
Limited Nominee Director)

any remuneration, other
than the sitting fee.

Smt S. Rachana,
Non-Executive Director

Shri Madhavan Ganesan,

(PI Opportunities Fund-1 Scheme
II Nominee Director)

Dr. S. Anand Reddy,
Managing Director

22.95

Shri S. Sreekanth Reddy,
Joint Managing Director

22.95

Shri J. Raja Reddy,
Company Secretary

5.83 (Pro-rata basis)

Shri K. Prasad,

Chief Financial Officer

10.00

c. The percentage increase in the median remuneration of
employees in the financial year: 6.3%

d. The number of permanent employees on the rolls of
Company: 818

e. The average percentile increase already made in
the salaries of employees other than the managerial
personnel in the last financial year is around 8%. The
managerial remuneration is as per the approval accorded
by the Nomination and Remuneration Committee of the
Board and Shareholders.

f. Percentage increase or decrease in the market quotations of the shares of the company, compared to its price at which the
company came out with its last public offer:

Particulars

On March 31, 2026

(K) *

On June 22, 1992

(K) **

% Change

Market Price in NSE

153.16

Not listed

-

Market Price in BSE

152.65

45.00

1596%

* Face value of H2/- each
** Face value of H10/- each

g. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per its remuneration policy.

WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for directors and employees of
the company to enable them to report their genuine concerns, if any. The provisions of this policy are in line with the provisions
of the Section 177 (9) of the Act and the SEBI Listing Regulations and the said policy is available on the company's website at
https://sagarcements.in/wp-content/uploads/2025/09/Other-Corporate-Policies.pdf.

DEPOSITS FROM PUBLIC

The Company did not accept any deposits from public during the year.

DISCLOSURE ON DONATIONS TO POLITICAL PARTY

The Company did not donate any amount to political parties during the FY 2026.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 134 (3) (m) of the Companies Act, 2013 have been provided in the Annexure-6, which
forms part of this Report.

INSURANCE

All the properties of the Company have been adequately insured.

POLLUTION CONTROL

Your company is committed to keep the pollution at its plant within the acceptable norms and as part of this commitment, it has,
inter-alia, adequate number of bag filters in the plant.

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee, Corporate Social
Responsibility Committee, Stakeholders' Relationship
Committee, Risk Management and ESG Committee,
Nomination and Remuneration Committee, Investment
Committee and Securities Allotment Committee. The
composition and other details of these committees have been
given in the Report on the Corporate Governance pursuant
to Schedule V read with Regulation 34 of the SEBI Listing
Regulations, which forms part of the Integrated Report.

COMPLIANCE CERTIFICATE

A certificate as stipulated under Schedule V (E) of the SEBI
Listing Regulations from a Practicing Company Secretary
regarding compliance with the conditions of Corporate
Governance is attached to this Report along with our report
on Corporate Governance.

MATERIAL CHANGES AND COMMITMENTS SINCE
THE END OF THE FINANCIAL YEAR

There were no material changes or commitments between
the end of the financial year and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant material orders passed by the
Regulators/Courts which would impact the going concern
status of the Company and its future operations.

CAUTIONARY STATEMENT

Statements in this report and its annexures describing
company's projections, expectations and hopes are forward
looking. Though these are based on reasonable assumption,
their actual results may differ.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the year, the Company transferred the unclaimed
and unpaid dividend of H2,32,487/- to IEPF. Further 47,785
corresponding equity shares on which dividends were
unclaimed for seven consecutive years were transferred as per
the requirements of the IEPF Rules. The details of the resultant
benefits arising out of shares already transferred to the IEPF,
year-wise amounts of unclaimed/unpaid dividends lying in the
unpaid dividend account up to the year, and the corresponding
equity shares, which are liable to be transferred, are provided
in the Shareholder information section of the corporate
governance report and are also available on our website, at
https://sagarcements.in/investors/dividend.

DETAILS OF DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof,
is not applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations,
2015, a Business Responsibility and Sustainability Report is
given in
Annexure-I.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, during the period
under review:

a. There was no issue of equity shares with differential
voting rights as to dividend, voting or otherwise etc.

b. There was no issue of shares (including sweat equity
shares) to the employees of the Company under
any Scheme.

c. No application has been admitted against the Company
under the Insolvency and Bankruptcy Code, 2016.

d. There was no instance of one time settlement with any
bank or financial institution.

e. Neither the Managing Director nor the Whole-time
Director of the Company received any remuneration or
commission from any of the subsidiary companies.

f. The Company has repaid the entire debt raised by issue
of NCD's to IFC (International Finance Corporation)

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the
valuable co-operation extended to the Company by its bankers
and various authorities of the State and Central Government.
Your Directors thank the Distributors, Dealers, Consignment
Agents, suppliers and other business associates of your
Company for their continued support. Your Board also takes
this opportunity to place on record its appreciation of the
contributions made by the employees of company at all levels
and last but not least, of the continued confidence reposed by
you in the Management.

For and on behalf of the Board of Directors

Dr. S. Anand Reddy

Managing Director
DIN:00123870

S. Sreekanth Reddy

Place: Hyderabad Joint Managing Director

Date: May 13, 2026 DIN:00123889


 
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