Hemadri Cements Ltd Directors Report

DIRECTORS REPORT

DEAR MEMBERS,

Your Directors are pleased to present the Companys 44^th Annual Report and the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2026.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31^st March 2026 is as given below:

FINANCIAL HIGHLIGHTS FOR THE YEAR:

		(Rs. In Lakhs)
Particulars	Year ended 2025-26	Year ended 2024-25
Gross Turnover	896.46	906.02
Profit /(loss) before interest, depreciation and tax	48.53	(1824.69)
Less Interest	67.84	137.87
Profit/(Loss) before depreciation and tax	(19.31)	(1962.16)
Less Depreciation	107.36	159.55
Profit / (Loss) before Tax	(126.67)	(2121.71)
Tax Expenses:
Current Tax	-	-
Deferred Tax	-	584.20
Tax expense of Discontinued Operations	381.75	-
Profit / (Loss) after Tax	(508.42)	(2705.91)
Other Comprehensive income	-	22.71
Total Comprehensive Income	(508.42)	(2683.20)

PERFORMANCE OF THE COMPANY

During the year under review Company had generated total revenue of Rs. 896.46 Lakhs as against Rs. 906.02 Lakhs in the previous financial year. The Company has stopped operations from August 2024. The Company is currently undergoing voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016 and Mr.S.Rajendran has been appointed as the liquidator of the Company with effect from 14^th July, 2025. Profit/Loss before tax in FY 2025-26 was Rs. (126.67) Lakhs as against Profit/loss of Rs. (2121.71) Lakhs in the previous Financial Year.

TRANSFER TO RESERVES:

No amount has been transferred to specific reserves during the Financial Year under review.

SHARE CAPITAL

As on 31^st March 2026, paid up share capital of the Company was Rs. 6,67,00,000/- divided into 66,70,000 equity shares of Rs. 10/- each fully paid up.

DIVIDEND

Your Company is under Voluntary Liquidation and hence Directors do not recommend any dividend for the Financial Year 2025-26.

BOARD OF DIRECTORS

The Company has 5 (five) Board of Directors as per the requirements of SEBI (LODR) Regulation, 2015. The composition of the board as on 31.03.2026 was given below:-

• 3 (Three) Non-Executive Directors

• 2 (Two) Independent Directors

Consequent to the death, Mr. Gopalsamy Rajan (DIN: 02348441) ceased to be Director of the Company with effect from 18^th June 2026.

RESIGNATION AND APPOINTMENT OF DIRECTORS

• Mr. Sivasamy Raju (DIN: 06961330) has been reappointed as Non Executive and Independent Director of the Company with effect from 31^st March 2026.

• Mrs. Swaminathan Nandini (DIN: 09746701) was appointed as an Additional Director of the Company with effect from 3^rd May 2025 and her appointment was subsequently regularised by the Members at the 43^rd Annual General Meeting (AGM) held on 14^th July 2025.

• Consequent to the death, Mr. Gopalsamy Rajan (DIN: 02348441) ceased to hold office as Director of the Company with effect from 18^th June 2026. The Company places on record its appreciation for his valuable contribution and services to the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declaration from the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, the Company did not have any Key Managerial Personnel (KMP), as it is under Voluntary Liquidation.

CHANGES IN KMP DURING THE FINANCIAL YEAR 2025-26:

• Mr. Krish Narayanan, Company Secretary, resigned as Company Secretary with effect from 10^th May 2025.

• Mr. Krishnamurthy Suryanarayanan, Chief Financial Officer (CFO), resigned as CFO with effect from 2^nd September 2025.

• Mr. Sujay Sambamoorthy, Chief Executive Officer (CEO), resigned as CEO with effect from 2^nd September 2025.

• Mr. Srikant Ramani, Company Secretary, was appointed with effect from 10^th May 2025 and resigned as Company Secretary with effect from 13^th February 2026.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met six (6) times during the financial year 2025-26 on (i) 03.05.2025, (ii) 18.06.2025, (iii) 13.08.2025 (iv) 11.09.2025, (v) 14.11.2025 and (vi) 13.02.2026. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details of the Board meetings have been provided in the Report on Corporate Governance, found elsewhere in the Annual Report.

BOARD COMMITTEE

In compliance to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted various committees of the Board. Details of Constitution and number of meetings held during the year under review along with the attendance of Committee Members there in forms part of the Report on Corporate Governance.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the Financial Year.

BOARD EVALUATION

The Board had carried out performance evaluation of itself, its committees and each of the Directors (without participation of the concerned Director). Independent Directors collectively evaluated the boards performance, performance of the chairman and other non-independent

Directors. The Nomination and Remuneration Committee also reviewed the performance of the board, its committees and of the Directors.

The performance evaluation concluded on the note that each of the individual Directors, committees and the board as a whole, were contributing towards the common goal of the Company and to improve the efficiency and performance of the organization in its entirety.

REMUNERATION POLICY OF THE COMPANY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analysing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at https://hemadricements.com/policies.

There has been no change in the policy since the last Financial Year.

RISK MANAGEMENT

The Audit Committee also functions as the Risk Management Committee and the Board also takes the responsibility in overseeing the risk management plan of the Company. The Risk Management policy facilitates in identifying the risks associated with the operations of the Company and in giving suitable measures / solutions to mitigate the same. Risks identified in the business and functions are systematically addressed through mitigating actions on a continuous basis.

VIGIL MECHANISM

The Whistle Blower Policy of the Company provides a mechanism for employees / Board Members and others to raise "good faith concerns" about violation of any applicable law/ Code of conduct of the Company and also provides for direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Members of Audit Committee from time to time.

AUDIT COMMITTEE

The details pertaining to composition and meetings of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report. The detailed policy is hosted/ placed on the website of the Company at https://hemadricements.com/

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Your Company is not mandatory obligated to contribute to the CSR activities as per the extant provisions of the Companies Act 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments exceeding the limits specified under Section 186 of the Companies Act, 2013 during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted any fixed deposits from the public as stipulated under the provisions of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Audit Committee provides omnibus approval on an annual basis for all related party transactions and the said transactions are also placed on a quarterly basis before the Audit Committee, during which all interested Directors abstain from participation in such discussions. All related party transactions entered into during the year under review were in the ordinary course of business, on arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year, there were no related party transactions entered into by the Company which fall within the purview of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE

The Company does not have any subsidiary or associate Company. The Company is also not a subsidiary of any other Company. As on 31^st March 2026 the Company has not entered into joint venture.

AUDITORS

STATUTORY AUDITOR

Pursuant to the provisions of Section 139(9) of the Companies Act 2013 and the Rules made there under, the Board at the meeting held on 12^th August 2022, had recommended appointment of M/s. SBSB and Associates, Chartered Accountants (Firm registration Number: 012192S) as Statutory Auditors of the Company, in place of M/s. B. Purushottam & Co., Chartered Accountants, to hold office from the conclusion of 40^th Annual General Meeting (2022) until the conclusion of 45^th AGM to be held in the year 2027. M/s.SBSB and Associates had given their consent to continue as auditors as per terms of appointment.

SECRETARIAL AUDITOR

The Board appointed M/s. S Dhanapal & Associates LLP, practising Company secretaries, Chennai as the secretarial auditor to conduct the secretarial audit of the Company during the Financial Year 2025-2026.The secretarial audit report forms part of this report and is found elsewhere in the Annual Report.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

LISTING

The Company has intimated the Stock Exchange regarding the initiation of the voluntary liquidation process of the Company under Section 59 of the Insolvency and Bankruptcy Code, 2016, and the appointment of Mr. S. Rajendran as the Liquidator.

Consequently, trading in the equity shares of the Company has been suspended with effect from 24^th November 2025.

CORPORATE GOVERNANCE

The Company has been adhering to the principles of corporate governance as laid down in the Companies Act 2013 and also the SEBI (LODR) Regulations 2015. A separate section on corporate governance is given elsewhere in this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company is placed on the website of the Company and link to the same is http://www.hemadricements.com/annual_reports.php.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed / complied with by the Company.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure- I to this report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for protection of women in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment during the Financial Year ended 31.03.2026.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the Company, adhering to the management policies besides ensuing compliance.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

For the financial year under review, the auditor has not reported about any fraud by the Company or any fraud on the Company by its officers or employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant and material orders passed by any regulators, courts or tribunals having an impact on the Companys operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 and loss of the Company for that period;

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

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the financial year, no proceedings were initiated against the Company. However, the Company initiated voluntary liquidation proceedings under Section 59 of the Insolvency and Bankruptcy Code, 2016, and Mr.S.Rajendran was appointed as the Liquidator with effect from 14^th July 2025.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the support, assistance and cooperation, which the Company continues to receive from various departments of the State and Central Governments, from its customers, shareholders, suppliers and Bankers.

	//By Order of the Board//
	For Hemadri Cements Limited
	(In Voluntary Liquidation)
sd/-	sd/-
Dr.Sivasamy Raju	Ramachandran Harikrishna
Director	Director
DIN:06961330	DIN: 07131420
Place: Chennai
Date: 13.08.2026