Mangalam Cement Ltd Directors Report

for the year ended 31st March, 2025

Dear Members,

The Directors have pleasure in presenting the 49th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS ( in Lakhs)

Particulars	Current Year ended 31st March, 2025	Previous Year ended 31st March, 2024
Net Sales/ Income from operations	1,68,098.78	1,72,548.09
Profit before interest, Depreciation and Tax and other Amortization ("EBITDA")	21,805.21	24,090.41
Less: Depreciation and Amortization Expenses	7,863.70	7,421.30
Finance Costs	6,942.61	6,758.06
Profit/ (Loss) before Tax	6,998.90	9,911.05
Less: Tax Expenses (net)	2,492.59	3,939.39
Net Profit for the year	4,506.31	5,971.66
Other Comprehensive Income (net of tax)	(67.21)	(19.76)
Total Comprehensive Income (after tax)	4,439.10	5,951.90

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 value of 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) of the 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 of the provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall accordingly make the payment of the 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 w e b s i t e o f t h e C o m p a n y a t h t t p s : / / w w w . m a n g a l a m c e m e n t . c o m /pdf/policy/Dividend_distribution_policy.pdf.

4. TRANSFER TO GENERAL RESERVE

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

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the 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 Companys 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 for the Company as well as, shall help to lower the impact of any fuel and power cost rise in future. The total generation from the Waste Heat Recovery Plant during the year was 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. RISK MANAGEMENT

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. CREDIT RATINGS

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 Companys short term facilities as CARE A1+; stable (A One plus; outlook: stable).

Further, CARE has also reaffirmed its rating for Companys 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. CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the paid-up share capital of the 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 of the Board namely:-i) Audit Committee; ii) Nomination and Remuneration Committee; iii) Stakeholders Relationship Committee; iv) Risk Management Committee; v) Corporate Social Responsibility Committee; vi) Share Transfer Committee; and vii) Investment Committee

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. NUMBER OF THE BOARD MEETINGS

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

The detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of Annual 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 Non-Executive 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 Non-Independent 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 Non-Executive 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 of the 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 O r d i n a r y R e s o l u t i o n f o r a p p r o v a l o f 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 Companies Act, 2013 and Listing Regulations to 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:-(i) Shri Anshuman Vikram Jalan, Chairman & Whole-time 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 of the 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 of the Company, Shri Nand Gopal Khaitan (DIN:00020588), Non-Executive Non-Independent Director of the 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 of the 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 Non-Independent Director of the Company.

Details of the 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 at the 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) of the Companies Act, 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 Companys website, i.e. www.mangalamcement.com.

Further, pursuant to section 164(2) of the 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 of the Independent Directors was held on 6th February, 2025. The Independent Directors at the meeting, inter-alia, reviewed the following : l Performance of Non-Independent Directors and the Board as a whole; l Performance of the Chairman of the Company, taking into account the views of Non-Executive Independent Directors; and l 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 of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report along with a weblink thereof.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

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

22. DIRECTORS RESPONSIBILITY STATEMENT

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) of the Companies Act, 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 of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Annual Accounts for the year ended 31st 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 Companys 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 of the employee as required under Section 197(12) of the Companies 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 of this Report.

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated a CSR Policy pursuant to the Section 135 of the 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 Companys factory sites.

During the Financial Year 2024-25, CSR Obligation of the Company (i.e. 2% of Average Net Profit of last three Financial Years) was 166.47 Lakhs. However, during the Financial Year 2023-24, Company incurred excess CSR expenditure of 16.43 Lakhs. So, CSR obligations of Company for the 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 2023-24. As a result, the excess amount spent during the FY 2024-25 i.e. 6.37 Lakhs would be carried forward for set off in the next Financial years.

Pursuant to Section 135 (4) of the Companies Act, 2013 and Rule 8 of the 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:

Name of the Member	Category
Shri Anshuman Vikram Jalan	Executive Director
(DIN: 01455782)	Promoter
Shri Anand Daga*	Non-Executive
(DIN: 00897988)	Independent Director
Shri Gaurav Goel^	Non-Executive Non
(DIN: 00076111)	Independent Director
Smt. Aruna Makhan&	Non-Executive
(DIN: 00025727)	Independent Director

*Appointed as Member of the 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 Non-Independent 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 of the CSR Committee.

The Corporate Social Responsibility (CSR) Policy as approved by the Board is uploaded on the Companys 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 Companys website, at the web link: https://www.mangalamcement.com/ pdf/Policy-Sexual-Harassment-Policy.pdf.

26. FINANCIAL STATEMENTS AND AUDITORS REPORT

The Financial Statements of the 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 Auditors Report.

27. STATUTORY AUDITORS 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 of the Company and their term 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 of the Act and rules issued thereunder from M/s. Singhi & Co., Chartered Accountants. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India ( ICAI) as required under the 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 Auditors 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) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3)(ca) of the 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 of the 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 of the 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) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3)(ca) of the Companies Act, 2013.

Further, in terms of amended Regulation 24A(1)(b) of the SEBI (LODR) Regulations, 2015 as amended, M/s. Pinchaa & Co., Firm of Company Secretaries, Jaipur (Firms U.C.N. P2016RJ051800 & Firms PR Certificate No. 832/2020) have been recommended by the Board, for the appointment of as Secretarial Auditor of the Company for a term of five (5) consecutive years beginning from Financial Year 2025-26 for the approval by the shareholders of the Company at the ensuing 49th Annual General Meeting of the Company.

30. QUALIFICATION, RESERVATION, OR ADVERSE

REMARK IN THE AUDIT REPORTS

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

31. LOANS, GUARANTEES, SECURITY AND INVESTMENT

Your Company has given loans and guarantees, provided security and made investments in other Companies, wherever applicable with the requisitesapprovals and in compliance with the provisions of section 186 of the Companies Act, 2013. Details of loans, guarantees and investments as per section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

32. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts /arrangements /transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms length basis.

During the year, the Company had not entered into any contract/arrangement /transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transaction or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 186 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required Shareholders approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions.The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said Policy is available on the Companys website:https://www.mangalamcement.com/ pdf/policy/Related-Party-Transaction-Policy_15042025.pdf.

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 of the 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:

Name of the Entity	% Holding in the Company	Amount (Rs. In Lakhs)	Nature of Transaction
Vidula	14.52%	178.50	Rent Paid
Consultancy		1.20	Rent Income
Services		1100.00	Sale of Property
Limited		204.00	Security Deposit given
		102.00	Advance against Rent

34. ANNUAL RETURN

As required under section 92(3) of the Companies Act, 2013 read with the Companies (Management And Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2025, is available on the Companys website,at https://www.mangalamcement. com/others.php.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE

ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The relevant details in this regard have been provided in the Corporate Governance Report annexed and forms an integral part of this 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 Companys 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 of the Listing Regulations, the Whole-time Director and the Chief Financial Officer of the 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 of the Nodal Officer are available on the Companys 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) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed and forms an integral part of this Report.

40. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of SEBI (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, Statutory Auditors of the 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. COMPOSITION OF AUDIT COMMITTEE

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

Name of Members	Category
Shri Nand Gopal Khaitan*	Non-Executive
(DIN: 00020588)	Independent Director
	Non-Executive
	Non-Independent Director
Smt. Aruna Makhan&	Non-Executive
(DIN: 00025727)	Independent Director
Shri Kamal Chand Jain#	Non-Executive
(DIN: 00029985)	Independent Director
Shri Gaurav Goel^	Non-Executive
(DIN: 00076111)	Independent Director
Shri Anand Daga$	Non-Executive
(DIN: 00897988)	Independent Director
Smt. Himalyani Gupta%	Non-Executive
(DIN: 00607140)	Independent Director
Shri Arun Chawla@	Non-Executive
(DIN: 10520552)	Independent Director

*Ceased to be Non-Executive Independent Director w.e.f. 9th September, 2024 & accordingly, ceased to be Chairman of the Audit Committee w.e.f. 9th September, 2024. Appointed as Non-Executive Non-Independent Director w.e.f. 10th September, 2024 and also appointed as Member of the Audit Committee w.e.f. 10th September, 2024.

&Ceased to be Non-Executive Independent Director, w.e.f. 9th September, 2024 and accordingly ceased to be Member of the 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.

^Ceased to be Non-Executive Independent Director w.e.f. 9th September, 2024 and accordingly ceased to be Member of the Audit Committee.

$Appointed as Member of the Audit Committee w.e.f. 10th September, 2024.

%Appointed as Chairman of the Audit Committee w.e.f. 10th September, 2024.

@Appointed as Member of the Audit Committee w.e.f. 14th 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 of the Audit Committee in appropriate cases is provided. The Policy ensure that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys 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 Boards functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the 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 of the 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 of directors, 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 of the Company is recommended by the Nomination and Remuneration Committee based on the Companys 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 Companies Act, 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 of the Company;

(b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions 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 of the Board of the 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 o f t h e C o m p a n y c a n b e a c c e s s e d a t 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 of the 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 of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

The Company has in place adequate internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.

47. BUSINESS RESPONSIBILITY AND SUSTAINABILITY

REPORING

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

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

48. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of 2.31 Lakhs during the financial year 2024-25 to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of 7 years from their respective due dates of payment.

Further, in terms of Section 125(6) of the Companies Act, 2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), the Company has transferred 9,148 equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government.

49. MATERIAL CHANGES AND COMMITMENTS AFFECTING AFTER THE CLOSE OF FINANCIAL YEAR

There has been no material changes and commitments which have occurred after the close of the financial year till the date of this Report, affecting the financial position of the Company.

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

No significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

51. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY

Your Company does not have any Subsidiary, Associates and Joint Venture Company.

However, your company holds 26% in Suryadeep RJ1 Projects Private Limited, (Investee). However, Company does not exercise significant influence or control on decisions of the investees. Hence, it is not being construed as Associate

Company. This investment is included in "Note 7 - Financial Assets Investment" under investment measured at fair value through Profit & Loss in the Financial Statements.

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) of the 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, 2014 during the year and as such, no amount of principal or interest on deposit was outstanding as of the 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.

Category	Position
Overall performance	First prize
Reclamation and rehabilitation	First prize
Sustainable development	First prize
Systematic and Scientific Development	Third prize

Indian Bureau of Mines, Government of India awarded the following prizes on 27th April, 2025 at Ajmer to our Gagrana Limestone Mine.

Category	Position
Sustainable development	Third Prize
Waste Dump Management	Second Prize

38TH MINES SAFETY WEEK- 2024-25

Our Morak Limestone Mine has received four prizes at Jodhpur on 9th December, 2024 in the 38th Mines Safety Week 2024-25 under the aegis of Directorate General of Mines Safety:-

Category	Position
Overall performance	Third
Publicity, propaganda and house keeping	Second
First aid competition	Third
Welfare amenities and protective	First
equipment & vocational training

5-STAR RATINGS FOR COMPANYS 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, Honble Minister of Coal and Mines, GOI.

56. GENERAL DISCLOSURES

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 of the 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.

INFORMATION AS PER SECTION 134(3)(M) READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31STMARCH, 2025

A. CONSERVATION OF ENERGY

1. Energy conservation measures taken:

Following energy saving jobs were carried out in plant –a) Improvement in VRM-1 output rate by reducing the dam ring height. b) Improvement in VRM-2 output rate by optimisation of Air separator operations. c) Usage of Biodiesel along-with Diesel, mixing ratio increased from existing 30% to 50% in plant HEMM

Vehicles. d) VCM-1 Fine coal bins storage capacity expansion by increasing both bins height. e) VCM-2 Main drive, MV drive installation in place of GRR. f) Unit-1 cooler exit duct modification by reduction in dust load from gas stream at cooler exit duct by cooler ID fan. g) Replacement of Kiln Feed chain bucket elevator with belt bucket elevator. h) Replacement of old pumps with new energy efficient pump in Raw Water Pump House. i) Storage capacity expansion from of Unit-1 Kiln Feed intermediate bin. j) Cleaning of ESP in CPP to reduce the flyash dust load and improvement in collection efficiency and stack emission. k) WHR steam condenser cleaning to improve the vacuum generation resulting enhanced power generation. l) In WHR, cleaning of all 04 Nos of AQC & PH boilers for improvement in heat transfer rate and steam generation for enhancement in power generation. m) Reduction in specific heat consumption in Kiln-1& Kiln-2 by virtue of consistent Kiln Operation and Cooler Optimization.

2. Additional investment and proposals, if any, being implemented for reduction of consumption of energy : a) Installation of AFR feeding system for Unit-I Kiln. b) Reduce Line-2 PH circuit, Calciner & Cooler losses by application of thermal insulation paints c) Replace Kiln-1 Cooler Head Fan of at least 75% operating efficiency. d) Replacement of old, low efficiency motors with high efficiency motors. e) Replacement of existing separator with new generation separator for CM-2, to achieve better product residue control and power saving. f) Conversion of chain bucket elevator withbelt bucket elevator at packing plant 1&2. g) Installation of low pressure, high efficiency air blasters in both Kiln-1&2. h) In CPP, new installation of softener unit of for improvement of cooling water quality which will reduce the sludge generation and tends to increase the equipment life. i) Installation of briquette crushing unit at CPP to reduce the power generation cost. j) Proposal for the replacement of VRM-2 mill fan impeller to increase mill fan efficiency.

3. Impact of the measures as above for the reduction of energy consumption and consequent impact of the cost of production of goods.

The measures stated in S. No. 2 above will result in saving in electrical energy used as well as improvement of quality of cement and overall productivity.

We have achieved Sp. Electrical Energy Consumption of 71.78 Units/Ton of Cement for the FY 2024-25.

4. Steps taken by the Company for utilizing alternate sources of energy: a) Net Utilisation of 116.60 Lakhs units Wind Energy (Green Power) for plant captive use. b) Utilisation of 9113.15 Tons of Biomass in CPP. c) Utilisation of Net electricity of 663.36 Lakhs Units for captive use, generated from Waste Heat Recovery (WHR) Plant.

B. TECHNOLOGY ABSORPTION

1. Significant achievements of In-House R & D facility -

Quality is the base line at Mangalam Cement Ltd. we employ tight controls and cutting-edge technology at every step to ensure superior quality. Special emphasis is placed on Research & Development facilities to augment product quality by significantly reduction in specific consumption of resources, utilization of low grade, industrial waste and blended materials to enhance the life of mines, by improving input raw materials, adopting new technique in analysis and development of new methods to increase proficiency of equipments, energy efficiency and developing pollution free environment.

A brief note on progress of each of the projects of In-house R & D, successfully completed, under progress and proposed taken up during the year-

• Projects successfully completed during the year 2024-25 :-

1. Maximize Usages of Alternative Raw Materials in Raw Mix.

2. Modification in V-Separator by-pass duct connection in CM-2.

3. Replacement of existing Preheater top cyclone in Unit- II with high efficiency Cyclones.

4. Installation of flow transmitters in plant compressed air pipelines for measuring and monitoring of compressed air flow.

5. Installation of MVVFD in Unit -II Kiln ESP fan HT Motor for power saving and smooth operation.

6. Reduction in specific heat consumption in Kiln-1& Kiln-2 by virtue of consistent Kiln Operation and Cooler Optimization.

7. Electrical energy saving in VRM-1 & VRM-2 by reduction in LS feed size to VRMs and false air ingression across the mills.

8. Optimisation of Separator RPM & Other Process parameter in VRM-2 for increasing TPH.

9. Installation of flow transmitters in plant compressed air pipelines for measuring and monitoring of compressed air flow.

10. Biomass feeding increased

11. Coal crusher no.1 discharge chute modified to eliminate leakage of coal and dust for improving environment condition.

12. In WHR Cooling Tower in CT Fan-2 old blades and Hub removed and new epoxy glass coated blades and hub installed.

13. STG condenser cleaned by jet cleaning system to improve vacuum and improve power generation in WHR & CPP both.

14. All bag filter Rotary air lock size increased capacity, resulting its hopper remainsempty, and dust emission & spillage reduced

15. SAVING DUE TO IMPROVEMENT IN POWDER FACTOR IN

2024-25:

(YIELD PER KG OF EXPLOSIVE) - Due to improvement in Deep Hole Blasting Operation in Mines we have optimised Powder Factor in 2024-25.

16. SAVING DUE TO EV LOADER EFFICIENCY AND BENEFITS

(i) Energy efficient/low operating Cost: - EV Loaders require less maintenance and have lower fuel/energy costs.

(ii) Environment Friendly: - The new electric technologies are also environmentally conscious while offering a competitive total cost of ownership. The EV Loader consumes zero fuel, products zero carbon emissions and creates significantly lower noise and vibrations.

(iii) Powerful operation: - High Operating weight for stable operation, High Traction and brake out force, Cycle Timer is faster.

• Benefit derived from the projects :-

The above improvement jobs have done resulted many benefits have been observed i.e., Improvement in Quality, Environment & Power Generation, Reduction of Raw Mix and Cement Manufacturing Cost, Improvement in Equipments/Machines /System reliability, Reduction in water consumption, Regularity requirements, Reduction in break down etc)

• Projects under progress and proposed for the year 2025-26 :-

1. Installation of Alternative Fuel & Raw Materials (AFR) feeding system for Kiln-1

2. Replacement of old, low efficiency motors with high efficiency motors.

3. Replacement of existing separator with new generation separator for CM-2, to achieve better product residue control and power saving.

4. Conversion of chain bucket elevator with belt bucket elevator at packing plant 1&2.

5. Installation of low pressure, high efficiency air blasters in both Kiln-1&2.

6. In CPP, new installation of softener for improvement of cooling water quality which will reduce the sludge generation and tends to increase the equipment life.

7. Installation of briquette crushing unit at CPP to reduce the power generation cost.

8. Proposal for the replacement of VRM-2 mill fan impeller to increase mill fan efficiency.

9. Expenditure on R&D

	2024-25	2023-24
I Capital	Nil	NIL
II Recurring Expenses	63.72	16.48
Total (I+II)	63.72	16.48
Total R&D Expenditure as a	0.04%	0.01%
Total Turnover

3. Technology absorption, adoption and innovation: a) Efforts made towards technology absorption

1. Continuous interaction with the main plant and other for technical assistance, has to achieve optimum benefits of the technology such as plant optimization, efficient use of energy, etc.

2. Plant personnel were trained by external experts through seminars and visits.

b) Benefits derived as a result of above efforts e.g. products improvement, cost reduction, production development, import substitution etc.

Improved quality and productivity and cost reduction, due to thermal and energy savings.

c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) following information may be furnished

i) Technology imparted :

NIL

 

ii) Year of import :	N.A
iii) Has technology been fully absorbed :	N.A
iv) If not fully absorbed, areas where this has not taken place, reason thereof and future plan of action	N.A

C. FOREIGN EXCHANGE EARNING AND OUTGO:

a) Total foreign exchange earned :	Nil
b) Total foreign exchange used :	19,246.99 Lakhs

Annexure to Report of the Directors

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE FINANCIAL YEAR 2024-25.

1. The Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year ended 31st March, 2025, the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the year ended 31st March, 2025 are as under:-

Sl. No. Name of Director/ CEO/ CFO/ Company Secretary	Designation	Ratio of remuneration to median remuneration of the the employees of the Company	Percentage increase in the remuneration for the Financial Year 2024-25
1 Shri Anshuman Vikram Jalan	Chairman, Executive Director	65.84	-3.24
2 Smt. Aruna Makhan*	Non-Executive Independent Director	1.17	-55.27
3 Shri Nand Gopal	Non-Executive	2.47	-3.53
Khaitan**	Non-Independent Director
4 Shri Gaurav Goel^	Non-Executive	2.40	-8.06
	Non-Independent Director
5 Shri Kamal Chand Jain$	Non-Executive Independent Director	1.28	-42.81
6 Shri Anand Daga	Non-Executive Independent Director	2.24	49.88
7 Smt. Himalyani Gupta#	Non-Executive Independent Director	1.79	NA
8 Shri Arun Chawla%	Non-Executive Independent Director	0.90	NA
9 Shri Yaswant Mishra***	Executive Director & CFO	34.41	18.18
10 Shri Pawan Kumar Thakur	GM (Legal) & Company Secretary	NA	7.98%

Note:

* 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 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 was appointed as Non-Executive Non-Independent Director of the Company w.e.f.10th September, 2024.

^ 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 was appointed as Non -Executive Non-Independent Director of the Company w.e.f. 10th September, 2024.

$ Shri Kamal Chand Jain, was ceased to be Director, on 23rd October, 2024, due to his sudden demise on 23rd October, 2024.

# Smt. Himalyani Gupta was appointed as Non-Executive Independent Director w.e.f. 5th August, 2024.

% Shri Arun Chawla was appointed as Non-Executive Independent Director w.e.f. 14th November, 2024 *** Shri Yaswant Mishra was appointed as an Executive Director of the Company w.e.f. 6th February, 2025.

2. Median remuneration of the Employees of the Company during the financial year: 7.14 lakhs.

3. Percentage increase in the median remuneration of employees in the financial year 2024-25 is 8.85%.

4. There were 1,000 Permanent Employees on the rolls as on 31st March, 2025.

5. Average percentile increase in salaries of the Employees other than Managerial Personnel in financial year 2024-25 was 9.12% whereas decrease in the Managerial Remuneration for the same period was 25.94%, due to decrease in commission to Managerial Personnel.

6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Annexure to Report of the Directors

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR FINANCIAL YEAR ENDING 31ST MARCH, 2025

1. Brief outline on CSR Policy of the Company

The Company has formulated a CSR Policy stated in the link mentioned in the Report pursuant to the Section 135 of the Companies Act, 2013 and rules framed thereunder. The Policy is framed for undertaking activities as may be found beneficial for upliftment of the society, environment protection and economic development for the weaker section with preference to local areas and areas near Companys factory sites.

2. Composition of CSR Committee :

Sl. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Shri Anshuman Vikram Jalan (DIN: 01455782)	Executive Director-Promoter	2	2
2 Shri Anand Daga* (DIN: 00897988)	Non-Executive Independent Director	2	1
3 Shri Gaurav Goel^ (DIN: 00076111)	Non-Executive Non-Independent Director	2	1
4 Smt. Aruna Makhan& (DIN: 00025727)	Non-Executive Independent Director	2	1

*Appointed as Member of the CSR Committee w.e.f. 10thSeptember, 2024.

^Ceased to be Non-Executive Independent Director w.e.f. 9th September, 2024 and appointed as Non-Executive Non-Independent Director w.e.f. 10th September, 2024.

&Ceased to be Non-Executive Independent Director of the Company, w.e.f. 9thSeptember, 2024 on completion of her 2ndTerm as Non-Executive Independent Director and accordingly, ceased to be Member of the CSR Committee.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

Composition of the CSR Committee shared above and is available on the Companys website on:	https://www.mangalamcement.com/cbm.php
CSR Policy	https://www.mangalamcement.com/pdf/Corporate-Social- Responsibility(CSR)Policy.pdf
CSR projects	https://www.mangalamcement.com/pdf/policy/ CSR-Project-BUDGET-2024-25.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable

Pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, impact assessment of CSR project to be carry out in financial year 2024-25 was not applicable on Company.

5. (a) Average net profit of the Company as per sub-section 5 of section 135: 8,323.65 Lakhs

(b) Two percent of average net profit of the company as per sub-section 5 of section 135: 166.47 Lakhs (c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: 16.43 Lakhs (e) Total CSR obligation for the financial year [(b)+(c)-(d)]: 150.04 Lakhs

6. (a) Amount spent on CSR Project (both Ongoing Project and other than Ongoing Project): 156.41 Lakhs (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Nil (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: 156.41 Lakhs (e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. (in )		Amount Unspent (in )
	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135
	Amount.	Date of transfer.	Name of the Fund	Amount	Date of transfer
156.41 Lakhs	Nil	--	--	Nil	--

(f) Excess amount for set off, if any:

Sl. No. Particular	Amount
(1) (2)	(3)
(i) Two percent of average net profit of the Company as per sub-section (5) of Section 135	150.04 Lakhs*
(ii) Total amount spent for the Financial Year	156.41 Lakhs
(iii) Excess amount spent for the financial year [(ii) - (i)]	6.37 Lakhs
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	Nil
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]	6.37 Lakhs

*Net of excess contribution from previous years set-off in the current financial year - Refer point 5(e)

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)
Sl. No. Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub-section (6) of section 135 (in Lakhs)	Balance Amount in Unspent CSR Account under sub-section (6) of section 135 (in Lakhs)	Amount Spent in the Financial Year (in Lakhs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any	Amount remaining to be spent in succeeding Financial Years (in Lakhs)	Deficiency, if any
			Amount Date of Transfer
1 FY-2023-24	Nil	Nil	Nil	Nil	Nil	Nil
2 FY-2022-23	Nil	Nil	Nil	Nil	Nil	Nil
3 FY-2021-22	Nil	Nil	Nil	Nil	Nil	Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year :

Yes

No

If Yes, enter the number of Capital assets created/ acquired: NA

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl No. Short particulars of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR Amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1) (2)	(3)	(4)	(5)		(6)
				CSR Registration Number, if applicable	Name	Registered address
			NIL

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section(5) of section 135 : Not Applicable