Dear Members
Your Directors are pleased to present their Forty Fourth Report together with the audited Stand-alone and Consolidated financial statements of the Company for the year ended March 31, 2025.
Financial Results
This discussion on the financial performance and results of operations of your Company for the year ended March 31, 2025, which are summarised below, should be read in conjunction with its audited stand-alone and the consolidated financial statements containing financials and notes thereto of Sagar Cements Limited and its subsidiaries, namely Sagar Cements (M) Private Limited and Andhra Cements Limited.
| Description | Stand-alone | Consolidated | ||
| 2024-25 | 2023-24 | 2024-25 | 2023-24 | |
| Revenue from operations | 1,56,664 | 1,90,755 | 2,25,764 | 2,50,461 |
| Other Income | 2,663 | 5,391 | 2,143 | 5,412 |
| Total income | 1,59,327 | 1,96,146 | 2,27,907 | 255,873 |
| Total expenses | 1,50,970 | 1,72,485 | 2,11,655 | 2,25,870 |
| Profit before Interest, Depreciation and Tax | 8,357 | 23,661 | 16,252 | 30,003 |
| Less: Finance Cost | 8,149 | 7,509 | 18,813 | 18,483 |
| Depreciation | 11,942 | 11,651 | 23,075 | 21,411 |
| Profit before exceptional items and tax | (11,734) | 4,501 | (25,636) | (9,891) |
| Exceptional items | 2,091 | - | 2,717 | (1,479) |
| Profit before tax | (13,825) | 4,501 | (28,353) | (8,412) |
| Total Tax | (5,277) | 1,384 | (6,685) | (3,207) |
| Profit after Tax | (8,548) | 3,117 | (21,668) | (5,205) |
| Other Comprehensive Income | 72 | (93) | 47 | (86) |
| Total Comprehensive Income | (8,476) | 3,024 | (21,621) | (5,291) |
| Basic & Diluted Earnings per share of H2 each | (6.54) | 2.38 | (16.58) | (3.98) |
Performance
During the year the Consolidated Revenue from Operations stood at H2,25,764 Lakhs, registering a decline by 10% as compared to previous year and Profit before Interest, Depreciation and Tax stood at H16,252 Lakhs, registering a decline by 46% as compared to previous year. To avoid repetition in the Directors Report, further details about other aspects of the performance of the Company during the year 2024-25 have been furnished in the Management Discussion and Analysis Report as annexure to this report.
Dividend
Dividend is recommended by your Board taking into consideration the factors like overall profitability, cash flow, capital requirements and other business consideration as well as the applicable regulatory requirements read with the dividend distribution policy adopted by your company, which is available on your companys website and can be accessed at: https://sagarcements.in/wp-content/uploads/2020/08/
Scl Dividend-Distribution-Policy.pdf
Considering the losses incurred by the company, no dividend is proposed for the year.
Transfer to reserves
No transfer to any reserve is proposed and accordingly, the entire balance available in the Statement of Profit and Loss is retained in it.
Share Capital
Authorised Share Capital:
The authorised share capital of the company is H292,50,00,000/- comprising of 124,75,00,000 Equity Shares of H2/- each and 4,30,00,000 Preference Shares of H10/- each as on March 31, 2025.
Paid-up Share Capital:
As on March 31, 2025, the paid-up share capital of the company was H26,14,15,096/- divided into 13,07,07,548 equity shares of H2/- each and there were no changes in the share capital of your company during the year under report.
Utilisation of funds raised through issue of Equity Shares
The sum of H350,00,00,220/- raised during the year 2022-23 through issue of Equity Shares on a preferential basis has been fully utilised for the purpose for which it was raised and there has been no deviation or variation in utilisation of this sum.
During the FY 2025, no funds were raised through Rights Issue, Preferential issue etc. and hence there is no requirement to provide any explanation as required under Regulation 32(4) of the SEBI (LODR) Regulations, 2015.
Subsidiaries, Joint Ventures and Associate Companies
The performance of your subsidiaries viz., M/s.Sagar Cements (M) Private Limited and M/s.Andhra Cements Limited, both of which were acquired by your company, is satisfactory and on the expected lines.
Salient features of the financials of the above mentioned two subsidiaries have been given in form AOC-1 as Annexure-1 to this report. Your Company does not have any Joint Ventures or Associate Companies.
Performance of your Company?s Plants
Your Companys integrated cement plants located at Mattampally in Suryapet District, Telangana and at Gudipadu Village, Ananthapur District, Andhra Pradesh and the grinding unit located at Bayyavaram village, Visakhapatnam District, Andhra Pradesh and Kalinga Nagar Industrial Complex, Tehsil - Dangadi, Jajpur District, Odisha are doing well and the products generated in these units are catering to the major market in South India and parts of Odisha and its neighbouring States. Further details about the performance of these plants have been given elsewhere in the Integrated Report.
Future Outlook, Risk Management System and Internal Control and its adequacy
Details relating to future outlook, risk management system and internal control and its adequacy have been given in detail in the Management Discussion and Analysis Report, which is part of the Directors Report. The Company has an adequate Internal Financial Control System, commensurate with the size, scale and complexity of its operations.
The company has a suitable risk management policy to identify and mitigate risks. This Policy, inter-alia, includes identification of various elements of risk, including those which, in the opinion of the Board, may threaten the existence of the Company.
Human resource development and Industrial Relations
Your Company continues to enjoy cordial relationship with all its personnel at its Plants, Offices and on the field.
Your company is organising training programmes wherever required for the employees concerned to improve their skill. They are also encouraged to participate in the seminars organised by the external agencies related to the areas of their operations.
Your company continues to focus on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realise their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.
Sexual Harassment
Regarding the Sexual Harassment of Women at the work place (Prevention, Prohibition & Redressal) Act, 2013, your company has an Internal Complaints Committee. No complaints were received or disposed off during the year under the above Act and no complaints were pending either at the beginning or at the end of the year. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at manufacturing units.
Awards and Recognitions
Your company has already achieved ISO Certification ISO 9001:2015 for Quality Management System Standard,
ISO 14001:2015 for Environmental Management System Standard, ISO 45001:2018 for Occupational Health and Safety Management System Standard and ISO 50001:2018 for Energy Management.
Further your company has achieved following awards:
Bayyavaram unit:
? was awarded Excellent Energy Efficient unit & Most Innovative Project award for the year 2024 from CII.
? has received 24th CCQC Gold award from QCFI Visakhapatnam chapter on September 19, & 20, 2024.
? has received Bureau of Indian Standards Certificate of Appreciation on September 24, 2024.
? has received Appreciation certificate from district collector, Anakapalle.
? have won the GreenCo Platinum award (Environmental and Safety Parameters)"By CII in March 2025.
? have won the " SILVER" for the Industrial Safety Leadership Award (Category-2). By CII.
Gudipadu unit:
? was awarded best Presentation award from Society for Occupational Health & Safety (SOHS), A.P.
? has received Excellence in Innovation Silver Award from American Society of Safety Professionals at IIT Madras.
? has received Letter of Appreciation from District Fire Officer, Anantapur, Certificate of appreciation from BIS-Tirupathi and National Safety Council of India at Safety Awards-2024.
? has received 1st prize in Group-B2 Mines Safety week-2024, Hyderabad and different prizes on 30th Mines Environment & Mineral Conservation Week-2024-25 under Aegis of Indian bureau of Mines.
? have achieved 15 Million safe man hours after acquisition of Gudipadu Unit by Sagar Cements Limited.
Directors? Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, your
Board of Directors, to the best of their knowledge and ability,
confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. the directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the company for that period;
iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;
vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri. S.Sreekanth Reddy and Smt. S. Rachana will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions seeking the approval of the members for the re-appointments have been incorporated in the notice of the annual general meeting of the company.
Shri. John Eric Fernand Pascal Bertrand has tendered his resignation as Non-Executive Director of the company with effect from October 21, 2024.
Pursuant to the shareholders agreement executed between the company and AvH Resources India Private Limited and on the recommendation made by the Nomination and Remuneration committee. Shri. Jens Van Nieuwenborgh has been appointed as nominee director of AvH Resources India Private Limited on the Board of the company with effect from September 18, 2024 which was later approved by the shareholders through postal Ballot on November 28, 2024.
Your Board, pursuant to the recommendation made by its Nomination and Remuneration Committee, and taken in to account her vast experience in the area of finance, skills, knowledge and the substantial contribution made during her tenure has recommended the appointment of Smt. Onteddu Rekha as an Independent Director to hold office for a second term of five years with effect from June 30, 2025. The resolution seeking the approval of the members for the above said re-appointment have been incorporated in the notice of the annual general meeting of the company.
Excepting Smt. S. Rachana, who was a director and major shareholder in R V Consulting Services Private Limited, whose transactions with the company have been reported under the related parties disclosure in the notes to the accounts, none of the other non-executive directors has had any pecuniary relationship or transactions with the company, other than the receipt of sitting fee for the meetings of the Board and Committees thereof attended by them.
Independent Directors? Declaration
The company has received necessary declarations from all the Independent Directors of the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid down in Section 149(6) of the said Act and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct.
The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.
| Corporate overview | Performance review | Strategic review | Sustainable Annexures progress |
DIRECTORS? REPORT Number of meetings of the board
During the year 2024-25, six meetings of the board were held and the details of these meetings of the Board as well as its Committees have been given in the corporate governance report, which forms part of the Integrated Report.
Credit Rating
Details of Credit Ratings obtained by the Company have been given in the corporate governance report, which forms part of the Integrated Report.
Policy on directors? appointment and remuneration and other details
The companys policy on directors appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 have been disclosed in the corporate governance report.
Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the board has adopted a policy for nomination, remuneration and other related matters for directors and senior management personnel. A gist of the policy is available in the Corporate Governance Report.
Board evaluation
The Board of Directors have carried out an annual evaluation of its own performance and of its committees as well as its individual directors, on the basis of criteria such as composition of the board/committee structure, effectiveness, its process, information flow, functioning etc.
Change in the Nature of Business
There is no change in the nature of business of the Company.
Statutory Financial reports statements
SAGAR CEMENTS LIMITED
INTEGRATED ANNUAL REPORT 2024-25
Auditor?sb>
The term of the present Auditors, Deloitte Haskins & Sells will be concluding at the ensuing Annual General Meeting. Pursuant to the recommendations made by the audit committee, the board has recommended the appointment of M/s. B S R and Co, Chartered Accountants (Firm Registration No. 128510W), as statutory Auditors for a term of five years for the conclusion of the 44th Annual General Meeting till the conclusion of the 49th Annual General Meeting to be held in the year 2030. The resolution seeking the approval of the members for the above said appointment have been incorporated in the notice of the annual general meeting of the company.
Auditor?s Report and Secretarial Auditor?s Report
Auditor?s Report
The Auditors report does not contain any qualifications, reservations or adverse remarks and it is an unmodified one.
Secretarial Auditor?s
M/s. B S S & Associates, practicing Company Secretaries (Firm Registration No. 3744) have been recommended as Secretarial Auditor of the Company from the conclusion of the 44th Annual General Meeting of the Company till the conclusion of the 49th Annual General Meeting to be held in the year 2030. A resolution seeking shareholders approval has been included in the notice of the AGM.
Secretarial Auditor?s Report
In accordance with Section 204 (1) of the Companies Act, 2013, the report furnished by the Secretarial Auditors, who carried out the secretarial audit of the company under the said Section is given in the Annexure-2, which forms part of this report. The Secretarial Audit Report of Sagar Cements (M) Private Limited, a material subsidiary of the company is also given in the said Annexure.
The Secretarial Audit Report does not contain any qualification, reservation, or adverse remarks.
Secretarial Standards
Your company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time and that such systems are found to be adequate and operating effectively.
Maintenance of Cost Records
Cost records are required to be maintained by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, such accounts and records have been made and maintained.
Cost Auditor?s
M/s. Narasimha Murthy & Co., Cost Accountants (FR No.000042) have been appointed as Cost Auditors of the company for the year ending 31st March 2026. A resolution seeking shareholders approval for ratification of the remuneration payable to the said Cost Auditors has been included in the notice of the AGM.
The reports submitted by the Cost Auditors are duly filed with the appropriate authorities under Section 148 of the Companies Act, 2013.
Details in respect of frauds reported by Auditor?s under Section 143 (12) other than those which are reportable to the 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.
Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been disclosed in the financial statements at appropriate places.
Disclosure of Accounting Treatment
The applicable Accounting Standards as notified from time to time under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2016 issued by the Ministry of Corporate Affairs, have been followed in preparation of the financial statements of the company.
Transactions with related parties
Information on transactions with related parties pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure-3 in Form AOC-2 as part of this report.
All related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the company with the promoters, key management personnel or other designated persons that may have potential conflict with the interests of the company at large. All related party transactions had prior approval of the Audit Committee and obtained shareholders approval as and when required.
During the year 2024-25 your Company had not entered into transactions with any person or entity belonging to its promoter/promoter group, which holds 10% or more shareholding in the Company.
Policy on transaction with related parties:
Policy on dealing with related party transactions is available on the website of the company (https://sagarcements.in/ wp-content/uploads/2020/08/Policy-on-Related-Party- Transactions.pdf).
Corporate Social Responsibility
A brief outline of the Corporate Social Responsibility (CSR) Policy of the company along with the initiatives taken by your company are set out in Annexure-4 to this report in
the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is also available on the website of the company, https://sagarcements.in/wp- content/uploads/2020/08/Sagar-Cements Other-Corporate- Policies.pdf.
Cybersecurity Commitment and Initiatives
Your Company recognises the critical importance of safeguarding our information assets and systems from ever-evolving cyber threats. As a responsible corporate entity, we are committed to protecting the confidentiality, integrity, and availability of the data entrusted to us by our customers, partners, employees, and other stakeholders. To this end, we have voluntarily embarked on a comprehensive Cybersecurity programme aimed at identifying, assessing, and mitigating potential risks across our IT infrastructure and processes.
We have engaged experts in the field of Cybersecurity and an entity empaneled with the Indian Computer Emergency Response Team (CERT-In), to conduct an in-depth cybersecurity assessment of our organisation. This exercise, involved a thorough evaluation of our servers (including application, database, and report servers), endpoints, firewalls, network devices, and security practices against industry standards and best practices.
We have developed a time-bound plan to elevate our cybersecurity maturity to align with global standards and best practices. Implementation of high-priority initiatives, such as database activity monitoring and cybersecurity policy roll out, is already underway, with substantial completion of the remediation road-map.
As we progress on this multi-year journey, we will continue to assess and refine our cybersecurity strategies to stay ahead of emerging threats. Annual technical assessments, including VAPT exercises, will help validate our controls and identify new areas for improvement. We are also investing in the skills and resources needed to embed security as a core value and discipline across the organisation.
We firmly believe that a proactive and diligent approach to cybersecurity is essential to preserving the trust of our stakeholders and the resilience of our business in the digital era. Our voluntary engagement of external experts and adoption of industry best practices reaffirms SGCs commitment to upholding the highest standards of corporate governance and risk management.
We will keep our stakeholders updated on the progress of our cybersecurity initiatives through regular disclosures. As always, we remain committed to fostering
A secure and resilient operating environment and welcome any feedback or suggestions in this regard.
Annual Return
Annual Return in Form MGT-7 is available on the companys web site and the link for the same is https://sagarcements.in/ wp-content/uploads/2020/08/SCL-Form MGT 7-31.03.2025-
1.pdf
Particulars of Employees
The information required under Section 197 of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in the Annexure-5, which forms part of this report.
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
| Particulars | Ratio to Median Remuneration |
| Non-Executive Directors | Non-Executive Directors are not paid any remuneration, other than sitting fee |
| Executive Directors:- | |
| Dr. S. Anand Reddy | 70.18 |
| Shri. S. Sreekanth Reddy | 63.16 |
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
| Director, Chief Executive Officer, Chief Financial Officer and Company Secretary | % increase in remuneration in the financial year |
| Shri. K. V. Vishnu Raju, Independent Director | |
| Shri. Ravichandran Rajagopal, Independent Director | |
| Mrs. O. Rekha, Non-Executive Director | These non-executive directors, were not paid any remuneration, other than the sitting fee. |
| Mrs. Sudha Rani Naga (APIDC Nominee Director) | |
| Shri. John-Eric Bertrand, Non-Executive Director (up to October 21, 2024) | |
| Shri. Jens Van Nieuwenborgh, Nominee Director (w.e.f. September 18, 2024) | |
| Mrs. S. Rachana, Non-Executive Director | |
| Shri. Madhavan Ganesan, Nominee Director | |
| Dr. S. Anand Reddy, Managing Director | 14.94 |
| Shri. S. Sreekanth Reddy, Joint Managing Director | 13.03 |
| Shri. J. Raja Reddy, Company Secretary | 8 |
| Shri. K. Prasad, Chief Financial Officer | 8 |
c. The percentage increase in the median remuneration of employees in the financial year: 744
d. The number of permanent employees on the rolls of Company: 798
e. The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is around 8%. The managerial remuneration is as per the approval accorded by the Nomination and Remuneration Committee of the Board and Shareholders.
f. Percentage increase or decrease in the market quotations of the shares of the company, compared to its price at which the company came out with its last public offer:
| Particulars | On March 31, 2025 (J) * | On June 22, 1992 (J) ** | % Change |
| Market Price in NSE | 179.86 | Not listed | - |
| Market Price in BSE | 179.55 | 45.00 | 1895% |
* Face value of H 2/- each ** Face value of H10/- each
g. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that remuneration is as per its remuneration policy.
Whistle Blower Policy
The company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for directors and employees of the company to enable them to report their genuine concerns, if any. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and the SEBI Listing Regulations and the said policy is available on the companys website https://sagarcements.in/wp- content/uploads/2020/08/Sagar-Cements Other-Corporate- Policies.pdf.
Deposits from public
The company did not accept any deposits from public during the year.
Disclosure on Donations to Political Party
The company had not donated any amount to political party during the FY 2025.
Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo:
The particulars required under Section 134 (3) (m) of the Companies Act, 2013 have been provided in the Annexure-6, which forms part of this Report.
Insurance
All the properties of the Company have been adequately insured.
Pollution Control
Your company is committed to keep the pollution at its plant within the acceptable norms and as part of this commitment, it has, inter-alia, adequate number of bag filters in the plant.
Sub Committees of the Board
The Board has Audit Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management and ESG Committee, Nomination and Remuneration Committee, Investment Committee and Securities Allotment Committee.
The composition and other details of these committees, have been given in the Report on the Corporate Governance, which forms part of the Integrated Report.
Compliance Certificate
A certificate as stipulated under Schedule V (E) of the SEBI Listing Regulations from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with our report on Corporate Governance.
Material changes and Commitments since the end of the Financial Year
There were no material changes or commitments between the end of the financial year and the date of this report.
Significant and material orders passed by the Regulators
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
Cautionary Statement
Statements in this report and its annexures describing companys projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.
Investor Education and Protection Fund (IEPF)
During the year, the Company has transferred the unclaimed and unpaid dividend of H11,62,860/-. Further 97,080 corresponding equity shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed/unpaid dividends lying in the unpaid dividend account up to the year, and the corresponding equity shares, which are liable to be transferred, are provided in the Shareholder information section of the corporate governance report and are also available on our website, at https://sagarcements.in/investors/dividend.
Details of difference in valuation
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
Business Responsibility and Sustainability Report (BRSR)
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, a Business Responsibility and Sustainability Report is given in Annexure-I.
Other Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following items, during the period under review:
a. There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise etc.
b. There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.
c. No application has been admitted against the Company under the Insolvency and Bankruptcy Code, 2016.
d. There was no instance of one time settlement with any bank or financial institution.
e. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of the subsidiary companies.
Acknowledgement
Your Directors also place on record their appreciation of the valuable co-operation extended to the Company by its bankers and various authorities of the State and Central Government. Your Directors thank the Distributors, Dealers, Consignment Agents, suppliers and other business associates of your Company for their continued support. Your Board also takes this opportunity to place on record its appreciation of the contributions made by the employees of company at all levels and last but not least, of the continued confidence reposed by you in the Management.
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