Saurashtra Cement Ltd Directors Report

TO THE MEMBERS,

Your Directors are pleased to present the 68th Annual Report along with the Audited Financial Statements of Saurashtra Cement Limited ("Company") for the Financial Year ended 31st March 2026.

FINANCIAL HIGHLIGHTS

The Financial highlights of your Company for the year ended 31st March, 2026 are given below:

(Rs in Lakhs)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operation (A)	1,66,603.87	1,53,762.39	1,66,603.87	1,53,762.39
Other Income (B)	1,872.56	1,733.07	1,860.33	1,719.22
Total Income (C = A+B)	1,68,476.43	1,55,495.46	1,68,464.20	1,55,481.61
Operating Expenses	1,61,372.65	1,49,401.85	1,61,355.26	1,49,382.49
Operating Profit (EBITDA)	7,103.78	6,093.61	7,108.92	6,099.12
Finance Cost	1,016.82	1,361.43	1,016.82	1,361.43
Depreciation and Amortization	4,422.86	4,227.85	4,422.86	4,227.85
Exceptional Items	(1,011.37)	897.54	(1,011.37)	897.54
Profit before Tax	652.73	1,401.87	657.87	1,407.38
Current Tax Expense	275.68	381.11	280.82	386.62
Deferred Tax Adjustment	(1,064.78)	322.51	(1,064.78)	322.51
Profit for the year	1,441.83	698.25	1,441.83	698.25
Total Other Comprehensive Income (net of tax)	(22.22)	(33.47)	(22.22)	(33.47)
Total Comprehensive Income	1,419.61	664.78	1,419.61	664.78
Retained Earnings – Opening Balance	60,030.54	58,091.55	60,030.54	58,091.55
Add/(Less)
Profit for the Year	1,441.83	698.25	1,441.83	698.25
Re-measurement of Defined Benefit Plans Plan (Net of Tax)	(22.21)	(33.47)	(22.21)	(33.47)
Reversal of Deferred Tax Liability on Freehold Land	-	2,384.04	-	2,384.04
Less : Equity Dividend	-	(1,109.83)	-	(1,109.83)
Retained Earnings – Closing Balance	61,450.16	60,030.54	61,450.16	60,030.54

The revenue of both cement and paints division was higher than the previous year.

The revenue of cement division increased by about 8 percent despite lower price realizations prevailing during major part of the year, on account of higher sales volume. During the year, your Company completed its cement grinding modernisation project at Sidheegram, which has resulted in higher grinding and blending capacity and consequently higher cement production capability. The Government of India reduced GST rate on cement from 28 percent to 18 percent with effect from 22 September, 2025, your Company passed on the benefit of the reduced rate to its customers.

The revenue of paints division was about 12 percent higher than the previous year. Your Company widened its market reach by appointment of new dealers which resulted in higher sales volume and a better product mix. The paints industry witnessed intense competition resulting in low realizations.

Your Companys operating profit was 16 percent higher than the previous year. The major reasons for the improvement in the operating profit were lower energy costs.

Your Company earned a net profit of Rs 1442 lakhs as against Rs 698 lakhs in the previous year.

Further details on the operating performance and industry outlook are given in the Management Discussion and Analysis Section.

KEY AUDIT MATTERS (KAM)

Managements response to the Key Audit Matters is presented in the Audit Report under the "Key Audit Matters" section.

DIVIDEND AND RESERVES

During the Financial Year 2025-26, the Board of Directors has not recommended any dividend in view of inadequate profit.

AMOUNT TRANSFERRED TO RESERVES

Your Company has not transferred any amount to Reserves for the Financial Year ended 31st March, 2026.

CAPITAL STRUCTURE OF YOUR COMPANY

AUTHORISED CAPITAL

Your Companys Authorised Capital as on 31st March, 2026 was Rs 77,270.00 lakhs divided into 77,27,00,000 Equity shares of Rs 10/- each (Rupees Ten Only).

PAID UP CAPITAL

During the year under review, the paid-up equity share capital of your Company increased from Rs 11,123.70 lakhs comprising 11,12,36,954 equity shares of Rs 10 each fully paid-up to Rs 11,128.73 lakhs comprising 11,12,87,280 equity shares of Rs 10 each fully paid-up, pursuant to the allotment of 50,326 equity shares of Rs 10 each fully paid-up to eligible employees under the Saurashtra Employee Stock Option Scheme, 2017 ("ESOS 2017"), as amended on 22nd April, 2024.

Consequent to the aforesaid allotment, the Employee Stock Option Plan (ESOP) granted under the first tranche on 8th February, 2018 stands fully exercised and the corresponding equity shares have been duly allotted to the eligible employees.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your Company has one subsidiary company, viz. Agrima Consultants International Limited. Pursuant to Section 136 of the Companies Act, 2013, listed companies are exempt from attaching the Financial Statements of their subsidiary companies to your Companys Annual Report. In accordance with the proviso to Section 136(1) of the Companies Act, 2013, a copy of the Audited Annual Accounts of Agrima Consultants International Limited is available at the following link: https://scl.mehtagroup.com/subsidiary-companies/agrima-consultants-international-ltd-finance-reports.

In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made thereunder, a statement containing the salient features of the financial statements of your Companys subsidiary is disclosed separately in this Annual Report in Form AOC-1. The Annual Accounts of the subsidiary company will be made available to any shareholder upon request and will also be kept open for inspection by shareholders at the Registered Office of your Company. During the year under review, your Company did not have any associate or joint venture company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report and is annexed herewith as Annexure A.

CORPORATE GOVERNANCE REPORT

The Board of Directors reaffirms its continued commitment to the highest standards of corporate governance. Your Company has ensured compliance with the requirements of the SEBI (LODR) Regulations throughout the year under review.

The Corporate Governance Report, along with the certificate issued by the Secretarial Auditor confirming compliance with the applicable provisions, forms part of this Annual Report and is annexed herewith as Annexure B.

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 statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31st March, 2026, and of the profit/loss of your Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts have been prepared on a going concern basis;

e) that proper Internal Financial Controls laid down by the Directors were followed by your Company and such internal financial controls are adequate and were operating effectively;

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

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, no alterations were made in the Articles of Association of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. APPOINTMENT / RE-APPOINTMENT

I. Effective from 26th September, 2025, the designation of Mr. Jay Mehta (DIN:00152072) has been changed from Executive Chairman to Chairman (Non-Executive Non-Independent Director of Board of Directors and guide your Company in a non-executive capacity).

II. The Shareholders at the 67th Annual General Meeting of your Company held on 29th August, 2025, approved the re-appointment of Mr. Hemnabh Ranvir Khatau (DIN: 02390064), who retired by rotation and being eligible, was re-appointed as a Director of your Company.

b. RETIRING BY ROTATION AND CONTINUING AS NON-INDEPENDENT DIRECTOR

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Hemang Dhirendra Mehta (DIN: 00146580), Non-Independent Director of your Company, retires by rotation at the ensuing 68th Annual General Meeting and, being eligible, offers himself for re-appointment.

Annexure Reference

Brief profiles of the Directors seeking re-appointment, along with other details as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in Annexure C forming part of this Notice.

The Board recommends the re-appointment(s) as set out above for the approval of the shareholders.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Pradeep Mehta resigned from the position of Chief Financial Officer ("CFO") and Key Managerial Personnel ("KMP") of your Company with effect from the close of business hours on 25th July, 2025.

Mr. Rakesh H. Mehta was appointed as Chief Financial Officer and Key Managerial Personnel of your Company with effect from 26th July, 2025. Mr. Rakesh H. Mehta was appointed in an interim capacity until a new Chief Financial Officer was appointed to assume the roles and responsibilities of the office.

Mr. Prakash Chand Jain was appointed as Chief Financial Officer with effect from 5th September, 2025 in place of Mr. Rakesh H. Mehta.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations. They have further confirmed compliance with the provisions of Schedule IV to the Act and your Companys Code of Conduct for Directors and Senior Management.

Based on the declarations received and the evaluation carried out, the Board is of the opinion that the Independent Directors of your Company possess the requisite qualifications, experience, and expertise across diverse domains including technical, legal, industry, finance, strategy, and marketing. The Board also notes that the Independent Directors uphold the highest standards of integrity and corporate governance.

INDEPENDENT DIRECTORS MEETING

During the Financial Year 2025-26, two (2) Meetings of the Independent Directors of your Company were held on 22nd May, 2025 and 23rd February, 2026, without the presence of Non-Independent Directors and members of the management, in accordance with the requirements of Schedule IV of the Companies Act, 2013.

At the meeting of the Independent Directors held on 23rd February, 2026 at Sidheegram, some Independent Directors conducted site visits at the Sidheegram and Ranavav plants. The Directors performed a comprehensive review of plant operations and provided strategic recommendations aimed at optimizing future performance and operational efficiency.

During the meeting held on 22nd May, 2025, the Independent Directors, inter alia:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Assessed the performance of the Chairman of your Company, taking into account the views of Non-Executive Directors; and

- Evaluated the quality, quantity, and timeliness of information flow between the management and the Board, which is essential for the Board to effectively discharge its duties.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

To acquaint newly appointed Directors with the business and operations of your Company, a comprehensive induction programme is conducted at the time of their appointment. The programme includes detailed presentations covering their roles, duties and responsibilities, your Companys strategy, business model, operations, markets, organizational structure, and key products, among other aspects.

In addition, the Management periodically makes presentations at Board Meetings on various legal and regulatory developments to keep the Directors updated and to familiarize them with changes in applicable statutory and regulatory provisions.

The details of the Familiarization Programme imparted to the Independent Directors are disclosed on your Companys website at the following link: https://scl.mehtagroup.com/investors/announcements

DISCLOSURE PERTAINING TO DISQUALIFICATION OF DIRECTORS

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), a certificate has been obtained from M/s. Ragini Chokshi & Co., Practicing Company Secretaries, confirming that none of the Directors on the Board of your Company have been disqualified from acting as Directors.

The said certificate is enclosed herewith as Annexure D forming part of this Report.

BOARD EFFECTIVENESS

a. FORMAL ANNUAL EVALUATION

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Nomination and Remuneration Committee ("NRC") has laid down the framework for the effective evaluation of the performance of the Board, its Committees, and individual Directors.

Pursuant to the framework prescribed by the NRC, the Board of Directors conducted a formal annual evaluation of its own performance, that of its Committees, and of individual Directors, including Independent Directors.

The evaluation process considered, inter alia, the following criteria:

- Attendance and active participation of Directors in Board and Committee meetings;

- Domain knowledge and meaningful contribution to deliberations;

- Awareness and adherence to corporate governance principles; and

- Overall effectiveness in discharging duties and responsibilities.

An evaluation questionnaire is circulated to all Board members to facilitate the assessment process. The responses received are duly reviewed and evaluated by the Independent Directors, the Nomination and Remuneration Committee and the Board.

The criteria and methodology adopted for such evaluation are set out in the Corporate Governance Report, which forms part of this Annual Report.

b. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND REMUNERATION POLICY

The Directors of your Company are appointed or re-appointed by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee ("NRC") and subject to the approval of the shareholders. In accordance with the Articles of Association of your Company, the provisions of the Companies Act, 2013, and the SEBI (LODR) Regulations, all Directors, except Executive Directors and Independent Directors, are liable to retire by rotation and being eligible, may offer themselves for re-appointment.

The Independent Directors may hold office for a maximum of two consecutive terms of five years each, and their appointment and tenure are governed by the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The Nomination and Remuneration Committee has formulated the remuneration policy of your Company, which is available at the following link https://scl.mehtagroup.com/policy/nomination-and-remuneration-charter and https://scl.mehtagroup.com/policy/compensation-policy

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the Financial Year 2025-26, seven (7) meetings of the Board of Directors were held to deliberate on various matters. The meetings were convened on 22nd May, 2025, 23rd June, 2025, 24th July, 2025, 4th September, 2025, 26th September, 2025, 7th November, 2025, and 9th February, 2026.

Your Company has constituted Board-level Committees in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations:

Details regarding the composition of the Board and its Committees, attendance of Directors at each meeting, and the terms of reference of the Committees are provided in the Corporate Governance Report, forming part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, as mandatorily applicable during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility ("CSR") is an integral part of your Companys business philosophy, reflecting its commitment to operate in a socially, economically, and environmentally responsible manner. Your Company endeavours to contribute to sustainable development by creating a positive impact on society and the environment while conducting its business operations responsibly.

In compliance with the provisions of the Companies Act, 2013, your Company has constituted a Board-level Corporate Social Responsibility Committee ("CSR Committee") to oversee and monitor the implementation of its CSR initiatives and activities. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report.

Your Companys CSR initiatives focus on areas such as healthcare, education, women empowerment, infrastructure support, integrated rural development, environmental sustainability, and other community development programs. These initiatives are aligned with the activities specified under Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities for the Financial Year 2025-26, containing details in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), is annexed herewith as Annexure E and forms an integral part of this Report.

The CSR Policy of your Company is available on your Companys website at: https://scl.mehtagroup.com/policy/csr-policy

AUDITORS:

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 and Rules made there under, your Company at its 64th Annual General Meeting held on 26th July, 2022 appointed M/s. Manubhai and Shah LLP, Chartered Accountants, (Firm Registration No. 106041W / W100136) as Statutory Auditors of your Company, to conduct audit of the accounts of your Company up to the Financial Year 2026-27. The Auditors Report issued by M/s. Manubhai & Shah LLP, Chartered Accountants on the financial statements of your Company for the Financial Year 2025-26 to the Shareholders forms part of the Annual Report and does not contain any qualification/reservation/disclaimer / adverse remarks. The Notes to the Financial Statements referred in the Auditors Report are self-explanatory the Auditors Report is enclosed with the Financial Statements forming part of this Annual Report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. Ragini Chokshi & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditor of your Company, based on the recommendation of the Audit Committee and approval of the Board of Directors, and the Members at the Annual General Meeting held on 29th August, 2025. The appointment is for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 up to the Financial Year 2029-30. The Secretarial Auditor is peer-reviewed by the Institute of Company Secretaries of India (ICSI) and has confirmed that it has not incurred any disqualification under applicable laws and eligible to hold as Secretarial Auditor of your Company.

The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is annexed herewith as Annexure F and forms part of this Annual Report. The said report does not contain any qualification, reservation, or adverse remark.

COST AUDITOR

The cost accounts and records, as required to be maintained under Section 148(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are duly maintained by your Company.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee at its meeting held on 12th May, 2026, appointed M/s. M. Goyal & Co., Cost Accountants, Jaipur, to conduct the Cost Audit of your Company for the Financial Year ending 31st March, 2027.

The Cost Audit Report for the Financial Year ended 31st March, 2025 was filed with the Central Government on 22nd August, 2025 vide SRN No. AB6183288.

In accordance with the provisions of the Act, the remuneration payable to the Cost Auditors is required to be ratified by the Members at a general meeting. Accordingly, a resolution in this regard forms part of the Notice convening the 68th Annual General Meeting.

TAX AUDITORS

The Board of Directors, on the recommendation of the Audit Committee, re-appointed M/s. Manubhai & Shah LLP, Chartered Accountants, to conduct the Tax Audit of your Company for the Assessment Year 2026-27.

INTERNAL AUDITORS

The Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. Pipalia Singhal & Associates, Chartered Accountants, as Internal Auditors for the Financial Year 2025-26. During the year under review, internal audit observations and corresponding corrective actions were periodically placed before the Audit Committee.

Further, the Board of Directors, on the recommendation of the Audit Committee at its meeting held on 12th May, 2026, appointed M/s. Pipalia Singhal & Associates, Chartered Accountants, as Internal Auditors of your Company for the Financial Year 2026-27.

REPORTING OF FRAUDS BY AUDITORS

The Board confirms that no qualification, reservation, adverse remark, or disclaimer has been made by the Statutory Auditors and the Secretarial Auditor in their respective reports. Further, the Statutory Auditors have not reported any fraud under the second proviso to Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has established adequate internal control systems commensurate with the nature, size, and complexity of its business. These systems are designed to ensure efficient operations, safeguarding of assets, optimal utilization of resources, and reliability of financial reporting.

The internal control framework ensures accuracy and completeness of accounting records and facilitates the prevention and detection of frauds and errors. Clearly defined roles and responsibilities are in place across the organization, and the systems and procedures are periodically reviewed to align with the evolving scale and complexity of operations. Your Company has also implemented robust mechanisms to monitor compliance with applicable laws and regulations.

FINANCIAL STATEMENTS

The Audited Standalone and Consolidated Financial Statements of your Company, forming part of this Annual Report, have been prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Companies Act, 2013, and the Companies (Indian Accounting Standards) Rules, 2015.

PARTICULARS OF EMPLOYEES

Your Company had 825 permanent employees on its rolls as at 31st March, 2026.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure G to this Report.

Further, a statement containing the names and other particulars of employees drawing remuneration in excess of the limits prescribed under Rules 5(2) and 5(3) of the aforesaid Rules forms part of this Report. However, in terms of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid information.

The said information is available for inspection by the Members at the Registered Office of your Company during business hours. Any Member interested in obtaining such information may write to your Company Secretary at the Registered Office of your Company. The details are also available on your Companys website: https://scl.mehtagroup.com/investors

MANAGING THE RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your Company has complied with the provisions relating to the constitution of the Internal Committee in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Your Company has in place a "Prevention of Sexual Harassment Policy" that provides a robust mechanism for redressal of complaints under the said Act.

In line with the requirements of the POSH Act, Internal Committees have been constituted across all workplaces, including factories, marketing offices, sales offices, and corporate offices. The Internal Committee comprises internal members as well as an external member with relevant experience in the field.

During the Financial Year 2025-26, no complaints of sexual harassment were received.

Disclosures under the POSH Act:

Particulars	Number
Complaints filed	Nil
Complaints disposed of	Nil
Complaints pending	Nil

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistleblower Policy and established a Vigil Mechanism to enable Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud, or violation of your Companys Code of Conduct.

The mechanism provides adequate safeguards against victimization of persons who use such channels and also provides for direct access to the Chairman of the Audit Committee. The Whistleblower Policy is available on your Companys website at: https://scl.mehtagroup.com/policy/whistle-blower-policy

CODE OF CONDUCT

Your Company is committed to maintaining high standards of ethical conduct, transparency, and accountability. Accordingly, a Code of Conduct is in place, which is applicable to all Directors and employees of your Company. All concerned are required to adhere to the principles set out therein.

The Code of Conduct is available on your Companys website at: https://scl.mehtagroup.com/policy/code-of-conduct

CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING INSIDER TRADING

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has adopted a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code"), duly approved by the Board of Directors.

The Code, inter alia, provides that all insiders, including designated persons and their immediate relatives, are prohibited from trading in your Companys securities or advising others to trade when in possession of Unpublished Price Sensitive Information (UPSI).

EMPLOYEE STOCK OPTION SCHEME

The disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are provided in Annexure H to this Report.

Further, pursuant to Regulation 13 of the aforesaid SEBI Regulations, a certificate from the Secretarial Auditor, M/s. Ragini Chokshi & Co., Practicing Company Secretaries, is annexed as Annexure I to this Report.

RISK MANAGEMENT FRAMEWORK

Your Company has established a structured Risk Management Framework (RMF) to systematically identify, assess, prioritize, and mitigate risks across the organization. The framework ensures a consistent and proactive approach to risk management while enabling your Company to capitalize on emerging opportunities.

The governance structure clearly defines roles and responsibilities for effective risk oversight. A comprehensive Business Risk Management process supports strategic planning, implementation, and performance monitoring.

Risks assessed as having high likelihood and high impact are classified as key risks and are integrated into your Companys rolling planning cycle. These risks are periodically reviewed through a risk heat map, and the effectiveness of mitigation measures is continuously evaluated.

A detailed discussion on key business risks and opportunities is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

OTHER GENERAL DISCLOSURES

a. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 of your Companies (Management and Administration) Rules, 2014, the Annual Return of your Company is available on your Companys website at: https://scl.mehtagroup.com/investors/annual-return

b. SECRETARIAL COMPLIANCE REPORT

Your Company has received the Secretarial Compliance Report for the year ended 31st March, 2026 from M/s. Ragini Chokshi & Co., Practicing Company Secretaries, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said report is annexed herewith as Annexure J.

c. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the Notes to the Standalone Financial Statements.

d. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure K and form part of it.

e. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Reconciliation of Share Capital Audit is conducted on a quarterly basis by a Practicing Company Secretary to reconcile the total issued and listed capital with the records of NSDL and CDSL.

The Secretarial Auditor has confirmed that the issued/paid-up capital and any changes thereto during the year under review tallies with the dematerialized holdings maintained with NSDL and CDSL as well as shares held in physical form.

f. RELATED PARTY TRANSACTIONS

All related party transactions during the Financial Year 2025-26 were entered into on an arms length basis and in the ordinary course of business and were in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations.

All such transactions were placed before the Audit Committee for review and approval, and omnibus approvals were obtained wherever applicable. There were no material related party transactions during the year that required shareholders approval under Section 188 of the Companies Act, 2013 or the SEBI Listing Regulations.

Your Company has adopted a Related Party Transactions Policy approved by the Board, which is available on its website at: https://scl.mehtagroup.com/policy/related-party-transactions-policy

The particulars of every contract or arrangements entered into by your Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is enclosed in Form No. AOC-2 as Annexure L.

g. DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules thereunder, as on 31st March 2026 or in any of the preceding financial years. Your Company did not accept any deposits during the year under review.

h. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO IEPF

In accordance with statutory requirements, dividends remaining unclaimed/unpaid for seven (7) consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPF"), along with the corresponding shares.

Accordingly, unclaimed/unpaid dividends and corresponding shares have been transferred to the IEPF Authority within the prescribed timelines under the Companies Act, 2013. Further, during the Financial Year 2026-27, the unclaimed interim dividend for Financial Year 2019-20 and corresponding shares will be transferred to the IEPF Authority by 17th December, 2026.

i. MATERIAL CHANGES

There have been no material changes or commitments affecting the financial position of your Company that have occurred between the end of the Financial Year and the date of this Report.

j. COST RECORDS

Your Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly, such accounts and records are duly maintained by your Company.

k. ADDITIONAL DISCLOSURES

Your Directors further confirm that no disclosure is required in respect of the following items, as there were no transactions or events during the year under review:

- No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016;

- No significant material orders passed by regulators, courts, or tribunals affecting the going concern status;

- No change in the nature of business of your Company;

- No deposits covered under Chapter V of the Companies Act, 2013;

- No issue of equity shares with differential rights;

- No scheme for purchase of its own shares by employees or trusts;

- No remuneration or commission received by the Managing Director from any subsidiary;

- No material fraud reported by auditors;

- No revision in financial statements;

- No one-time settlement with banks or financial institutions.

- 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.

- Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has duly complied with the provisions of the Maternity Benefit Act, 1961 as amended from time to time.

l. TRANSFER OF SHARES

As per Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for transfer of securities are processed only if the securities are held in dematerialized form, except in cases of transmission or transposition.

m. LISTING OF EQUITY SHARES

The equity shares of your Company are listed on BSE Limited and the National Stock Exchange of India Limited. Your Company has paid the listing fees for the Financial Year 2026-27.

FACTORY LOCATIONS

Division	Unit	Location
Cement Division	Ranavav Unit	Near Railway Station, Ranavav, Porbandar, Gujarat - 360550
	Sidheegram Unit	Sidheegram, PO - Prashnavada BO, Via Sutrapada SO, Gir Somnath, Gujarat - 362275
Paint Division	Sinnar Unit	Plot No.E-6, MIDC, Tal: Sinnar, Malegaon, Nashik, Maharashtra - 422103
	Gotan Unit	F 3, 4, 18, 19, 20, Industrial Area, Gotan, Nagaur, Rajasthan - 342902
	Gummidipoondi Unit	Plot No. B-60 and 61, SIPCOT Industrial Estate, Gummidipoondi, Tiruvallur, Tamil Nadu - 601201

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude to the Central and State Governments, banks, and local authorities for their continued support, guidance, and cooperation.

The Directors also express their heartfelt appreciation to all employees of Saurashtra Cement Limited for their dedication, commitment, and contribution, which have been instrumental in your Companys sustained performance.

The Board further acknowledges and thanks all stakeholders, including customers, dealers, suppliers, lenders, transporters, advisors, and the local community, for their continued trust, support, and valuable partnership.

Finally, the Directors place on record their deep appreciation to the Members of your Company for the confidence reposed in your Company and its management.

For and on behalf of the Board of Directors

M. S. Gilotra

Managing Director

(DIN: 00152190)

Place: Mumbai

Dated: 12/5/2026