Your directors have pleasure in presenting their Report for the financial year ended 31st March, 2026.
FINANCIAL RESULTS
The Audited Financial statements (both Standalone and Consolidated) for the year ended 31st March 2026, and the report of the Auditors thereon are being circulated with this report. The Salient features of the Consolidated financial results are as follows:
| 2025-26 | 2024-25 | |
| Particulars | (Rs. in crores) | (Rs. in crores) |
| Total Income (Gross) | 2174.27 | 2181.92 |
| Profit Before Tax | 104.30 | 42.80 |
| Provision for Tax (including deferred tax) | 8.91 | 17.60 |
| Profit for the Year After Tax | 95.39 | 25.20 |
| Transfer to General Reserve | 30.00 | 30.00 |
| Dividend per Equity Share (Face value of Rs.10/ each) (In. Rs.) | 3.50 | 3.00 |
| Earnings per Equity Share (EPS) (In. Rs.) | 21.09 | 5.57 |
PERFORMANCE REVIEW & STATE OF COMPANYS AFFAIRS
Your Company delivered a robust financial and operational performance during the financial year 2025-26, driven by improved sales realizations, enhanced operational efficiencies, and strong performance of the Cement Division.
Gross Turnover from continuing operations increased marginally by 1.6% to Rs. 2,136.91 crores as against Rs. 2,103.57 crores in the previous financial year. Net Turnover grew by 4.4% to Rs. 1,422.08 crores from Rs. 1,362.10 crores, reflecting improved business performance during the year.
Operating profitability from continuing operations before exceptional items witnessed significant improvement, with EBITDA increasing by 57.8% to Rs. 221.57 crores from Rs. 140.41 crores in FY 2024-25. Consequently, the EBITDA margin improved from 10% to 16%, primarily on account of better operational efficiencies, cost optimization, and improved product realizations.
Profit Before Tax (PBT) from continuing and discontinued operations more than doubled to Rs. 104.30 crores as compared to Rs. 42.80 crores in the previous financial year, registering a growth of 143.7%, mainly driven by higher operating profits.
The Profit After Tax (PAT) increased significantly by 278.6% to Rs. 95.39 crores vis-a-vis Rs. 25.20 crores in the previous year FY 2024-25, with the PAT margin improving from 2% to 7% despite after absorption of losses of Rs. 28.36 crores sustained by Doors division discontinuance.
The Cement Division remained the primary driver of the Companys performance, contributing approximately 82% of the total net turnover and 90% of the total EBITDA during the year. The improved profitability of the Division was supported by better sales realisation and operational efficiencies. Your Company commissioned 0.66 MTPA cement grinding facility at Thallapalem, near Anakapalle, Visakhapatnam, Andhra Pradesh in November 2025. With this the overall cement production capacity of the Company stands enhanced from 3.30 MTPA to 4.00 MTPA.
The Boards Division contributed approximately 10% of the Companys net turnover and 6% of the total EBITDA during the year. The Company continues to focus on strengthening this businesses through enhanced branding initiatives, expanded market outreach, improved customer engagement, and operational excellence to drive sustainable growth.
The Ready mix concrete (RMC) division contributed 8% of the Companys net turnover and 2% of the total EBITDA during the year.
Overall, the Companys strong operating performance, improved profitability, and continued focus on efficiency enhancement have strengthened its financial position. The Board remains confident that the Companys strategic initiatives, disciplined execution, and focus on its core businesses will support sustainable growth and create long- term value for all stakeholders.
Consolidated Financial Statement
The Consolidated Financial Statement has been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act,2013.
SHARE CAPITAL
Authorised share capital:
The Authorised share capital of the company is Rs. 62,00,00,000/- comprising of 6,20,00,000 Equity Shares of Rs. 10/- each as on March 31, 2026.
Paid-up share capital:
As on March 31, 2026, the paid-up share capital of the company was Rs. 45, 23, 27,900/- divided into 4,52,32,790 equity shares of Rs. 10/- each and there were no changes in the share capital of your Company during the year under report.
TRANSFER TO RESERVES
During the financial year under review, pursuant to the provisions of the Companies Act, 2013, your Board has decided to transfer a sum of Rs. 30 crores to the General Reserve of the Company.
SUBSIDIARY COMPANIES & JOINT VENTURES
As the shareholders are aware, the Company had acquired Tern Distilleries Private Limited (TDPL), its wholly owned subsidiary, for the purpose of establishing a new cement grinding unit near Visakhapatnam. The Company is pleased to inform that the new cement grinding unit, with an installed capacity of 0.66 MTPA commenced commercial operations in November 2025.
Consequent to the commissioning of the new grinding unit, the Companys total cement production capacity has increased from 3.30 MTPA to 4.00 MTPA, further strengthening its manufacturing footprint and enhancing its ability to cater to the growing demand across its key markets.
Vishwamber Cements ltd
During the year under review, there were no business operations in Vishwambhar Cements Limited (VCL), the Companys wholly owned subsidiary, which was acquired primarily for its mining lease covering 322.06 acres of limestone-bearing land.
The Company is evaluating amalgamation of its wholly owned subsidiaries with the Company, subject to the requisite statutory and regulatory approvals. The proposed amalgamation is expected to facilitate consolidation of assets, enable the limestone mines to become captive mines of the Company, simplify the corporate structure, and enhance operational and administrative efficiencies.
There are no Material subsidiaries for the Company for the year under review.
JV Partnership with NCL Buildtek Ltd
As reported in the earlier Annual Reports, your Company, in consortium with NCL Buildtek Limited, had secured an order valued at Rs.1863 Crores from Andhra Pradesh State Housing Corporation Limited (APSHCL) for the supply of pre-painted GI steel window frames with glazed shutters and GI powder-coated door frames. However, against the total order value, orders aggregating only Rs. 46.07 Crores have been received and executed by the joint venture to date. In view of the limited execution of the project, the continued operating losses incurred by the joint venture and the ongoing process for its closure and dissolution, the Company has, based on an assessment of the recoverability of its investment, recognized a provision for diminution in the value of its investment amounting to Rs. 4.14 crores during the year under review. The provision has been recognized as an Exceptional Item in the Statement of Profit and Loss. Further details are provided in the Notes to the Financial Statements.
The Statement containing salient features of the financials of Subsidiaries / Associate Companies / Joint Ventures Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in form AOC-1 is enclosed as Annexure-B.
Material changes and commitments if any affecting financial position of the company
Financial
There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year 2025-26 and the date of this report. The existing sanctioned credit limits from multiple Banks to the Company were utilized to support its operational activities.
OPERATIONS AND NEW PROJECTS
Cement Division
The Company commissioned its new grinding unit near Visakhapatnam on land owned by its wholly owned subsidiary, Tern Distilleries (P) Ltd. With the commissioning of this unit, the Companys overall cement production capacity increased from 3.30 MTPA to 4.00 MTPA.
Doors Division- Discontinuance
During the year, the Company discontinued the operations of the Doors Division following a review of its continued operational and commercial challenges. The decision was taken as a strategic measure to enable the Company to focus on its core businesses, improve operational efficiency and strengthen its overall financial performance.
Notwithstanding the one-time impact of Rs. 28.36 crores arising from the losses sustained by the Doors Division up to its discontinuance, the Company has delivered a substantial improvement in profitability during the year. This performance reflects the resilience of the Companys core businesses and the improvement in its overall operational performance.
Solar & Wind- Hybrid Project 130 MW at Tuticorin
During the year under review, the Company commenced establishing a 130 MW Solar and Wind Power Project, to be implemented in a phased manner by FY 2027-28. Phase I of the project envisages the installation of 50 MW of renewable energy capacity. This initiative reflects the Companys commitment to sustainable operations, enhanced energy efficiency, and reduction of its carbon footprint.
DIVIDEND
Your Directors are pleased to recommend a final dividend of Rs. 2.00 per equity share of the face value of Rs. 10 each (20%) for the financial year ended March 31, 2026, payable to those shareholders whose names appear in the Register of Members or in the records of the Depositories as on the Record Date.
The total dividend for the financial year 2025-26, including the interim dividend of 15% already paid, amounts to 35% (Rs. 3.50 paise per equity share of Rs. 10 each), subject to the approval of the shareholders at the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and on the basis of the information furnished to them by the concerned accounting professionals, your Directors confirm that:
I. All applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures.
II. The Directors 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 as at 31st March, 2026 and of the profit of the Company for the year ended on that date.
III. 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. The Directors prepared the Annual Accounts on a going concern basis.
V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
VI. Appropriate systems were devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONS (KMP) Independent Directors
During the year under review, there was a change in Independent Directors,
• Dr. R. Kalidas (Technology) and Lt.General T.A.Dcunha (Retd) (Materials Management & Logistics) Completed their second term as Independent Directors w.e.f 13th August 2025. Your Board wishes to place on record its profound appreciation of their immense contribution.
• Mrs. P. Sudha Reddy (Woman Entrepreneur) first term as Independent Director ended on 03rd January 2026. Owing to her preoccupations, she chose not to seek re-appointment for a second term.
• As reported in previous report Mrs. Renu Challu, was appointed as Independent Director on the Board for the first term of five years w.e.f 08th August 2025 and her appointment was approved by the Shareholders in the previous Annual general meeting held on 25th September 2025. She was also appointed as the Chairperson of the Board of Directors w.e.f 14th August 2025.
• Dr. A S Durga Prasad was inducted as Independent Director on the Board effective 22nd January 2026 as recommended by the Nomination and Remuneration Committee, the said appointment was approved by the shareholders through Postal Ballot in the month of March 2026.
Overall, during the end of the year four Independent Directors Mrs. Renu Challu (Banking, Finance, Administration) Mr. P Rajagopal Reddy (Industrial Management), Mr. S K Subramanian (finance, accounting and Taxation) and Dr. AS Durga Prasad (strategic finance professional) constitute the current team of Independent Directors.
The number of Independent Directors was in conformity with the SEBI (LODR) Regulations throughout the year. Persons from diverse fields of expertise and experience have been invited to join the Board as Independent Directors to ensure that the company gets the optimum benefit of wisdom and expertise.
Your company follows a policy of total transparency and proactive information flow to the Independent Directors, in order to avail the optimum benefit of their experience and expertise.
The Independent Directors also actively participate in the Board and Committee proceedings, and offer constructive suggestions, which are implemented by the company after deliberations in the full Board. Apart from this, the Independent Directors hold separate meetings and evaluate the performance of the Board and individual Directors - Executive and Non-Executive. The feedback on the evaluation of varied attributes is furnished to the company on a confidential basis.
The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. The Company has received the requisite declarations from all Independent Directors confirming that they continue to meet criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in their status as independent director during the year and the period of their association with the Company. The Independent Directors have also confirmed compliance with the Companys Code of Ethics and Business Conduct and the Code for Independent Directors prescribed under Schedule IV of the Act.
Executive Directors
There were five Executive Directors namely Mr. K Ravi, Vice Chairman, Mr.K.Gautam, Managing Director, Mr. Utkal B. Goradia & Mrs. Roopa Bhupatiraju, and Mr. NGVSG Prasad, ED & CFO at the beginning of the year. Mr. K. Gautam, Managing Director & Mrs. Roopa Bhupatiraju, Executive Director resigned to their Executive positions. At the recommendation of Nomination & Remuneration Committee Mr. K Ravi, Vice chairman was appointed as Vice chairman & Managing Director by the Board w.ef. 03rd December 2025 and Mr. K. Gautam, & Mrs. Roopa Bhupatiraju were appointed as Directors in Non-executive capacity. The said appointments were approved by the Shareholders through Postal Ballot in the month of January 2026.
At the end of the financial year and as on the date of this report, there are three Executive Directors namely Mr. K Ravi, Vice Chairman & Managing Director; Mr. NGVSG Prasad, ED & CFO and Mr. Utkal B Goardia, Executive Director.
In the previous Annual General Meeting held on 25th September 2025, Mr. NGVSG Prasad was re-appointment as Executive Director & CFO w.e.f. October 1, 2025 for a period of five year (5) years with an upward revision in remuneration.
Key Managerial Personnel
Mr. T. Arun Kumar, Company Secretary & Compliance Officer, retired from the services of the Company upon superannuation with effect from 1st October 2025. Consequently, Mrs. M. Divya Bharathi was appointed as the Company Secretary & Compliance Officer and Nodal Officer under the IEPF Rules with effect from 1st October 2025.
The Board places on record its appreciation for the valuable services rendered by Mr. T. Arun Kumar during his tenure.
Non-Executive Directors
As at the end of the financial year 2026, there are three Non-Executive Directors namely Mrs. Pooja Kalidindi, Mr. K Gautam, Mrs. Bh Roopa, apart from the Independent Directors.
Retirement by Rotation
Mr. NGVSG Prasad and Mrs. Pooja Kalidindi retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.
Particulars of Directors whose appointment / reappointment sought are given in Annexure C to this Report as part of the Report on Corporate Governance under SEBI (LODR) Regulations, 2015.
BOARD MEETINGS
During the year under review, Seven Board meetings were held on 30th May 2025, 08th August 2025, 25th September 2025, 14th November, 2025, 03rd December 2025, 22nd January 2026 & 13th February 2026. The maximum time gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
The Board has constituted various committees as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of such Committees are given in Annexure - A as a part of the report on Corporate Governance.
PLANS FOR ORDERLY SUCCESSION FOR APPOINTMENTS TO BOARD ETC:
The Board and the Nomination and Remuneration Committee periodically review succession planning for appointments to the Board and senior management. Your Company has an ongoing process for orderly succession of appointments to the Board and senior management positions as appropriate.
A separate report of compliance with the provisions relating to Corporate Governance as required SEBI (LODR) Regulations, 2015 is enclosed as Annexure A and forms part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has Complied with the applicable Secretarial Standards (as amended from time to time) issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Your company did not figure in the top 1000 listed entities based on market capitalization as on 31st December, 2025 as per notification issued by Securities Exchange Board of India. Hence the requirement to furnish BRSR is not applicable to the company.
RISK MANAGEMENT
Your Company has a system of constantly identifying and monitoring the risks that the company may be exposed to. The Risk Management Committee is headed by Independent Director as Chairman. The Committee also constitutes One Executive Director, two Independent Directors & Two Non- Executive Directors. As and when required, the Committee reviews various risks and steps taken to manage the risks. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. Kindly refer Point No. 40 of notes to financial statements on financial risks.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; safeguarding assets from unauthorized use; ensuring that transactions are carried out with adequate authorisation and complying with defined Policies and Procedures. Such controls have been assessed during the year, based on the results no reportable material weakness in the design or operation of such controls was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.
PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The company has not granted any loans, given any guarantees during the year to any of its Subsidiaries. Inter Corporate loans were granted to group company during the year were repaid. No Inter-Corporate Loans/advances were outstanding as on 31st March 2026 which would be covered under section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
The Related Party Transactions entered during the financial year 2025-26 were in ordinary course of business and at arms length basis. Your Company did not enter into any Material Related Party Transactions during the year under review. Transactions entered into with the related parties
are pursuant to the omnibus approval granted and specific approvals by the Audit Committee and the Board of Directors from time to time. These transactions were reviewed by the Audit Committee on quarterly basis. Pursuant to Section 134 (3) (h) of the companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of the Related Party Transactions are contained in Annexure D to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion & Analysis Report is annexed as Annexure E to this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:
During the year under review, no significant or material orders were passed by any regulatory/statutory authorities or courts / tribunals against the company impairing its going concern status and operations in future.
However, members attention is drawn disclosures under Corporate Governance report and to the statement on contingent liabilities and commitments in the notes forming part of the financial statements.
OTHER DISCLOSURE (Fines levied by Stock Exchanges BSE & NSE)
• The Company received notices from BSE and NSE levying a fine of Rs. 3.39 lakhs (inclusive of GST) each for delayed compliance with Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the delay in constitution of the Board Committees during August 2025.
• The Company was levied a fine of Rs. 46,000/- by the NSE for delay in submission of Shareholder holding pattern for quarter ended December 2025.
The Company filed application seeking waiver of the fines. However, the waiver requests were not acceded to by the Exchanges. Subsequently, the Company availed a personal hearing and paid the fines under protest.
• The Company observed that certain fines pertaining to prior period matters were reflected as outstanding in the records of BSE, including fines of Rs10,000 plus GST each for non-compliance with Regulation 44(3) and Regulation 29(2) & 29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to delay in submission of voting results for March 2019 and prior intimation to the Stock Exchange regarding interim dividend declaration on 30th November 2020, respectively. The said fines had already been levied and paid by the Company at the relevant time to NSE; however, the same were subsequently reflected as outstanding in BSE records. The Company remitted the amounts under protest. These matters pertain to prior periods and do not relate to the current reporting period.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The company has a CSR Committee as prescribed by the Statute with Mr. P. Rajagopal Reddy, Independent Director as Chairman. The Committee constitutes One Executive, One Non-Executive and Two Independent Directors. Your company has in place a CSR Policy which is available at www.nclind.com . Your companys CSR activities are focused on Education, Social Welfare, and Healthcare. One CSR Committee meeting was held on 31st March, 2026 and reviewed the CSR activities.
Under the provisions of Section 135 of the Companies Act, 2013 an amount of Rs. 1.89 crores was required to be spent on CSR activities for the financial year 2025-26. The CSR expenditure incurred during the year was Rs. 5.07 crores was spent during the year under review, leaving a balance of Rs. 3.18 crores is eligible for set off against the mandatory CSR obligation for the succeeding years. The Annual Report on CSR activities during the year under review is placed at Annexure F to this Report.
VIGIL MECHANISM
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 has framed "Whistle Blower Policy" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Companys code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Companys website at: www.nclind.com .
During the financial year 2025-26, No complaints were received by the Company.
INVESTOR EDUCATION & PROTECTION FUND
The Company has transferred an amount of Rs. 28.94 Lakhs relating to Dividends on the shares transferred to the Investor Education & Protection Fund during the financial year 2025-26.
Apart from above, the Company has also transferred unclaimed Dividend amount of Rs.12.47 Lakhs and 26,542 Equity Shares to the Investor Education & Protection Fund A/c on completion of 7 consecutive years as required by Section 124(5) of the Companies Act, 2013 and the Rules made there under,
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
The Company does not have any Demat Suspense / Unclaimed Suspense Account.
AGREEMENTS IMPACTING MANAGEMENT OR CONTROL OF THE COMPANY
There are no binding agreements, among the Promoters or other parties which impact the management or control of the company or impose any restriction or create any liability upon the company as envisaged by clause 5A of paragraph A of Part A of Schedule III of the SEBI LODR 2015
FIXED DEPOSITS
Pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013, read with its relevant rules governing deposits, the company has obtained the approval of its members by way of passing a special resolution at the Annual general meeting held on 29th September 2014 for inviting, accepting, renewing deposits from members and public within the limits prescribed under the Companies Act, 2013 and the rules framed thereunder.
As of 31st March 2026, the deposits accepted by the company from public and shareholders aggregated to rupees Rs. 63.18 crores, which were within the prescribed limits under Companies Act, 2013 and the rules framed thereunder. The Company has repaid all the matured deposits that have been claimed, and there have been no defaults in payment of interest or repayment of principal.
Further, in accordance with the provisions of Companies Act and the relevant rules made thereunder, the company has obtained a credit rating "CRISIL A / Stable" for its Fixed Deposits from CRISIL Ratings Limited ("the credit rating agency").
The details relating to the deposits covered under Chapter V of the Companies Act, 2013 are given hereunder.
| Particulars | Amount (Rs. in crores) |
| Amount of Deposit as on 01-April-2025 | 58.88 |
| Deposits accepted during the year | 14.29 |
| Deposits repaid during the year | 9.99 |
| Amount of Deposits outstanding as on 31/03/2026 | 63.18 |
| Deposits remained unpaid or unclaimed as at the end of the year | 0.10 |
| Whether there has been any default in repayment of deposits of payment of interest thereon during the year and so, number of such cases and the total amount involved | |
| a. At the beginning of the year | Nil |
| b. Maximum during the year | Nil |
| c. At the end of the year | Nil |
The details of the deposits which are not in compliance with the requirements of Chapter V is Nil.
In accordance with Rule 16A of Companies (Acceptance of Deposits) Rule, the monies received from the director, if any, have been disclosed under relevant notes to the financial statements.
PARTICULARS OF EMPLOYEES
The details of employees who have been in receipt of remuneration envisaged by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) vide MCA Notification dated 30th June, 2016 are annexed as Annexure G to this Report.
AUDITORS
M/s M. Bhaskara Rao & Co, Chartered Accountants, Hyderabad who have been appointed as statutory auditors for a period of five years at the Annual General Meeting held in 2022 who shall hold office till the conclusion of 46th AGM. Hence, they would continue as Statutory Auditors for FY 2026-27and no reappointment/ratification of auditors is being sought at the this AGM. They have confirmed that they are not disqualified from continuing as auditors of the company.
The Notes on the financial statements referred to in the Independent Auditors Report are self-explanatory. The Auditors report does not contain any qualification, reservation, or adverse remark.
COST AUDIT
M/s S.R. and Associates, Cost Accountants have been reappointed to conduct the cost audit pertaining to Cement as well as RMC of the company for the year 2025-26. They have been reappointed by the Board of Directors as Cost Auditors of the Company for the Financial Year 2026-27. The remuneration of the cost auditors is required to be ratified by the members in terms of the relevant Rules. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.
The Cost Audit Report for the financial year ended March, 31st, 2026 is under process and will be duly filed with Ministry of Corporate Affairs.
SECRETARIAL AUDIT
Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, effective April 1, 2025, M/s. A J Sharma & Associates, peer-reviewed Practising Company Secretaries, Hyderabad was appointed as Secretarial Auditor for a term of five consecutive years from the financial year 2025-26 up to FY 2029-30, by the shareholder in the previous AGM held on September 25, 2025.
M/s A. J. Sharma & Associates, Practising Company Secretaries will continue to act as Secretarial Auditors of the Company for the financial year 2026-27, being within the approved tenure.
The Secretarial Audit Report pursuant to the provisions of Section 204 of the Companies Act, 2013 is attached as Annexure H to this Report. The observations made by the Secretarial Auditor have been duly noted by the Board. The Company has taken appropriate corrective steps to address the procedural delays in the appointment of Committee members and the related regulatory filings. Necessary measures have also been put in place to ensure timely compliance with the applicable regulatory requirements and to avoid recurrence of similar delays.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT
No frauds were reported by the Auditors under Sub Section
12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company is committed to provide a safe and conducive work environment to its employees. The Companys Prevention of Sexual Harassment policy is gender neutral encompassing the requirements of the ‘The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made there under. The Said policy is made available on website www.nclind.com . The Company has constituted an Internal Complaints Committee to redress complaints received regarding sexual harassment.
During the year under review, there were no references or complaints pursuant to the aforesaid Act.
DISCLOSURE UNDER MATERNITY BENEFIT ACT,1961
The Company is committed to providing a safe, inclusive, and supportive workplace for its employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all statutory benefits to eligible women employees in accordance with the applicable provisions of the Act. There are 825 employees on rolls as on 31st March,2026 out of which 807 are male and 18 are female employees. During the year under review no women employee availed maternity leave/benefits.
AWARDS / CERTIFICATIONS
The following Awards were received by the company during the year 2025-26
• Mattapally plant awarded as "Efficient Unit" under Health & Safety Award category at the 4th Environmental and Sustainability Award & Net Zero Awards organized by the QCFI - Hyderabad Chapter.
• Awarded the CSR Excellence Award in recognition of the Companys exemplary Corporate Social Responsibility at the 4th Environmental and Sustainability Award & Net Zero Buildings organized by the QCFI - Hyderabad Chapter.
• Best Energy Efficient Unit, Mattapally at the 26th CII National Award for Excellence in Energy Management 2025.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134 (3) (M) of the Companies act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are furnished under Annexure I" which forms part of this Report. Your company remains committed to optimizing energy consumption across all operational facets and efficient conservation measures are continuously implemented wherever feasible.
There were no significant investments or developments in this regard during the year under review. The technology procured for the various operating Divisions has been fully absorbed.
PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
There is no proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
ONE-TIME SETTLEMENT WITH THE BANKS OR FINANCIAL INSTITUTIONS
There was no instance of onetime settlement with any Bank or Financial Institution during the year under review.
EXTRACT OF ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website www.nclind.com .
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep appreciation for the valuable support and co-operation extended to the Company by the financial institutions and bankers, including Axis Bank, HDFC Bank, State Bank of India, and Kotak Mahindra Bank. The Board also acknowledges the assistance and support received from various central and state government departments, as well as the continued patronage of our dealers, stockists, consumers, and depositors.
Your Directors are highly appreciative of the enthusiastic support and loyalty demonstrated by the shareholders of the Company.
The Board also wishes to place on record its appreciation for the exemplary performance and hard work put in by the dedicated team of executives and staff. Their handsome contribution to the operations of the Company remains invaluable to its growth.
| FOR AND ON BEHALF OF THE BOARD | |
| Renu Challu | |
| Chairperson | |
| Place: Hyderabad | |
| Date: 07th August 2026 |
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
