OVERVIEW OF OPERATIONAL AND FINANCIAL
PERFORMANCE:

On a standalone basis, your Company recorded net revenue
of Rs. 361 crore for the FY 2025-26 registering a growth of
78.7% as compared to the net revenue of Rs. 202 crore in
the FY 2024-25; Earnings before Interest, Depreciation and
Taxes (EBITDA) stood at Rs. 75 crore in FY 2025-26 as
compared to Rs. 23 crore in FY 2024-25. Earned profit before
tax of Rs. 152 crore during the FY 2025-26 as compared to
Rs. 205 crore profit earned in the FY 2024-25.

The consolidated performance of the Company, its
subsidiaries and joint venture companies (collectively
referred to as “the Group”) has been detailed at appropriate
places in this report.

Your Company achieved a sales volume growth by 2.0% in
the financial year 2025-26 from 29.4 MnT to 30.0 MnT. On
a consolidated basis, the net revenue reached Rs. 14,804
crore, marking a growth of 5.9% compared to the previous
financial year's net revenue of Rs. 13,980 crore. There was
an increase in the earnings before interest, depreciation,
and taxes (EBITDA), which stood at Rs. 3,083 crore in
FY 2025-26, representing an increase of 28.1% compared to
Rs. 2,407 crore in FY 2024-25.

Due to this increase, the Company's consolidated profit
before tax in FY 2025-26 amounted to Rs. 1450 crore,
indicating a growth of 77.5% when compared to Rs. 817 crore
earned in the financial year 2024-25. Moreover, the profit
after tax for FY 2025-26 reached Rs. 1,157 crore, showing
growth rate of 65.5% compared to the Rs. 699 crore earned
in FY 2024-25.

During the FY 2025-26, ICRA ESG Ratings Limited, a SEBI
registered Category-I ESG Rating Provider, upgraded
Company's ESG rating from “[ICRA ESG] Combined
Rating 78, Strong” to “[ICRA ESG] Combined Rating
80, Exceptional”. This upgrade reinforces the Company's
position among the sustainability leaders in India's cement
sector and reflects its structured and long-term approach
to embedding environmental stewardship into its business
strategy. The enhanced rating is driven by the Company's
sustained focus on emissions reduction, integration
of renewable energy, and continued progress in water
conservation, biodiversity preservation, and responsible
waste management practices.

UPDATES ABOUT THE SUBSIDIARIES

(i) Dalmia Cement (Bharat) Limited

As at the close of the year, Dalmia Cement (Bharat)
Limited (‘DCBL'), a wholly owned subsidiary of the
Company, together with its subsidiaries, had cement
capacity of 49.5 MnT, clinker capacity of 27.1 MnT;
renewable power capacity of 449 MW including solar
power capacity of 143 MW and Waste Heat Recovery
System (WHRS) power capacity of 88 MW and group

captive power capacity of 217 MW. During the year
under review, Dalmia Cement (North-East) Limited
(‘DCNEL') commenced production of its 3.6 MTPA
Clinker Capacity at Umrongso, Distt. Dima Hasao,
Assam. DCBL, together with its subsidiaries, plans to
increase its cement capacity by 6.0 MnT in FY 2026-27
with additions at Belgaum and Pune, and by another
6.0 MnT at Kadapa in FY 2027-28. The company
will also be putting clinker capacity of 3.6 MnT
each at Belgaum and Kadapa in FY 2026-27 and
FY 2027-28 respectively.

Post the close of FY 2025-26, DCBL has executed
Business Transfer Agreement with Jaiprakash
Associates Limited (“JAL’, acquired by Adani Group
under the Insolvency & Bankruptcy Code) and Adani
Infra (India) Limited on May 21, 2026, for acquisition
of cement plants located at Rewa (Madhya Pradesh),
Churk, Chunar and Sadwa (Uttar Pradesh), with
5.2 MnTPA cement capacity and 3.3 MnTPA clinker
capacity, at an Enterprise Value of Rs 2,850 crore.
The assets also entail 99 MW of thermal power
capacity with railway siding. The consummation of the
transaction is expected within two weeks of execution
and the commercial production at the acquired Plants
is expected to commence in Q2 FY 2026-27. With this
acquisition, the cement capacity of DCBL together with
its subsidiaries will increase to 54.7 MnT.

Considering all capacity additions stated above,
cement capacity of DCBL together with its subsidiaries
will increase to 66.7 MnTPA by FY 2027-28.

Further, during the year under review, DCBL entered into
the following agreements to strengthen its renewable
energy portfolio and enhance access to captive green
power in Tamil Nadu:

a) On October 17, 2025, DCBL executed an
Addendum to the Share Subscription and
Shareholders' Agreement (“SSSA”) and Power
Purchase Agreement (“PPA”) to acquire an
additional 6.92% equity stake in Bylee Kandasamy
Private Limited (“BKPL’) and an additional 6.32%
equity stake in Kilavikulam Rajalakshmi Solar
Power Developer Private Limited (“KRSPDPL’).
The acquisition is aimed at sourcing solar power
as a captive consumer for aggregate capacities of
up to 28.00 MW located in Tamil Nadu. Pursuant
to the acquisition, DCBL's shareholding increased
to 36.92% in BKPL and 37.90% in KRSPDPL.

b) On October 17, 2025, DCBL entered into a Share
Subscription and Shareholders' Agreement
(“SSSA”) and a Power Purchase Agreement
(“PPA”) to acquire a 38.60% equity stake in Apple
India Solar Products Private Limited for sourcing
solar power as a captive consumer for capacities
of up to 9.00 MW in Tamil Nadu.

c) On October 27, 2025, DCBL executed a Share
Subscription and Shareholders Agreement
(“SSSHA”) and a Power Purchase Agreement
(“PPA”) to acquire a 37.50% equity stake in
Gee Yess India Engineering Technology Private
Limited and a 31.58% equity stake in San Power
Generation Transmission Private Limited. The
investments are intended to facilitate sourcing of
solar power as a captive consumer for capacities
of up to 10.00 MW in Tamil Nadu.

(ii) Dalmia Cement (North-East) Limited:

Dalmia Cement (North-East) Limited (‘DCNEL’)
successfully commenced commercial production of its
3.6 MTPA Clinkerisation Capacity at Umrongso, Distt.
Dima Hasao, Assam on January 20, 2026, marking a
significant milestone in strengthening the Company’s
manufacturing footprint and enhancing its production
capabilities in the North-Eastern India.

(iii) Dalmia Bharat Green Vision Limited:

Dalmia Bharat Green Vision Limited (DBGVL)
entered into Share Subscription and Shareholders’
Agreement (‘SSSHA’) and Power Purchase Agreement
(“PPA”) on October 27, 2025, to acquire 36% of equity
share capital of Arunachalam Solar Power Private
Limited. The investment has been undertaken to source
solar power as a captive consumer for a capacity up to
6.0 MW located in Tamil Nadu, further reinforcing the
Company’s commitment to expanding its renewable
energy portfolio and advancing sustainable operations.

RE-CLASSIFICATION OF SHAREHOLDERS FROM
PROMOTER GROUP TO PUBLIC

(i) During the beginning of FY 2024-25, the Company
received requests from RHI Magnesita India Refractories
Limited (“RHIMIRL”, formerly known as Dalmia OCL
Limited) and Dalmia GSB Refractories GmbH (“DGSB”),
erstwhile wholly owned subsidiaries of Dalmia Bharat
Refractories Limited (“DBRL”, an entity belonging
to Promoter Group), seeking reclassification from
the ‘Promoter and Promoter Group’ category to the
‘Public’ category of shareholders, in accordance with
Regulation 31A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”),

consequent to sale of DBRL’s entire stake in RHIMIRL
and DGSB, respectively. As the entities seeking
reclassification did not hold any share or voting rights
in the Company, approval of the Members was not
required under the applicable provisions of the Listing
Regulations. Accordingly, the Board of Directors of the
Company (“the Board”) at its meeting held on April
24, 2024 approved the said requests and authorised
submission of requisite applications to BSE Limited and

National Stock Exchange of India Limited (Collectively,
the “Stock Exchanges”) for approval of the proposed
reclassification. The Stock Exchanges subsequently
approved the said applications on July 07, 2025.

(ii) Birla Tyres Limited (“BTL”), a former wholly owned
subsidiary of DBRL, upon ceasing to be a wholly owned
subsidiary of DBRL, vide letter dated July 02, 2025,
requested the Company to consider its reclassification
from the ‘Promoter and Promoter Group’ category to
the ‘Public’ category of shareholders, in accordance
with Regulation 31A of the Listing Regulations. As BTL
did not hold any shares or voting rights in the Company,
approval of the Members was not required for the said
reclassification. Accordingly, the Board at its meeting
held on July 22, 2025, approved the said request and
authorised submission of the requisite applications to
the Stock Exchanges seeking approval for aforesaid
reclassification. The Stock Exchanges subsequently
approved the applications on September 18, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report on
the financial performance and results of operations of the
Company, as required under the Listing Regulations is
provided in a separate section and forms an integral part
of this Annual Report. The Report, inter-alia, provides
an overview of the industry structure, key economic
developments, the Company’s business performance and
operational highlights, its state of affairs, key risks and
concerns and significant developments during the financial
year under review.

DIVIDEND

During the year under review, the Board of Directors of the
Company, at its meeting held on October 17, 2025, declared
an Interim dividend of Rs.4/- per equity share (200%) on face
value of Rs. 2/- each. The interim dividend was paid to the
eligible shareholders on November 03, 2025.

Further, at its meeting held on April 28, 2026, the Board
recommended a final dividend of Rs.5/- per equity share
(250%) on face value of Rs. 2/- each for the financial year
ended March 31, 2026. The payment of the final dividend is
subject to the approval of the shareholders at the ensuing
Annual General Meeting (“AGM”) of the Company. Upon
approval, the final dividend shall be paid to those shareholders
whose names appear in the Register of Members as on the
Record Date.

Accordingly, the total dividend for the financial year
2025-26, including the proposed final dividend, aggregates
to Rs. 9/- per equity share (450%) on face value of Rs.2/-
each, consistent with the dividend of Rs. 9/- per equity share
(450%) paid for the previous financial year 2024-25.

In accordance with the provisions of the Income-tax Act,
2025, dividend distributed by the Company is taxable in the
hands of the shareholders and, accordingly, the Company
shall deduct applicable tax at source at the time of payment
of the final dividend.

The Board has recommended the aforesaid dividend after
taking into consideration the financial and non-financial
performance of the Company during the financial year
under review and in terms of the Company’s Dividend
Distribution Policy. The policy is available at the website of
the Company at:https://www.dalmiacement.com/assets/
pdf/ir/Dividend-Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

The Board of Directors has not proposed any transfer to the
General Reserve for the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company
for the Financial Year 2025-26 have been prepared, in
compliance with applicable provisions of the Companies
Act, 2013 (“the Act”), the Listing Regulations and applicable
Accounting Standards, on the basis of audited financial
statements of the Company, its Subsidiary Companies and
Joint Venture companies, as approved by their respective
Board of Directors, which form an integral part of the
Integrated Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

As at March 31, 2026, the Company had 30 subsidiaries,
2 joint ventures and 8 associate companies. During the
financial year 2025-26, there was no addition or cessation of
any subsidiary of the Company.

Further, during the financial year under review, the following
companies became associate companies of the Company,
pursuant to acquisition of more than 20% shareholding in
such companies, without acquiring any right to exercise
significant influence or control over their management or
policy decisions:

1. Apple India Solar Products Private Limited

2. Gee Yess India Engineering Technology Private Limited

3. San Power Generation Transmission Private Limited

4. TrueRe Surya Private Limited

5. Arunachalam Solar Power Private Limited

During the year under review, O2 Renewable Energy V Private
Limited ceased to be an associate company of the Company.

Subsequent to the close of FY 2025-26, Oyster Green Hybrid
Five Private Limited also became an associate company of
the Company pursuant to acquisition of more than 20%

shareholding therein by a subsidiary of the Company, without
acquiring any right to exercise significant influence or control
over its management or policy decisions.

During the financial year under review, Dalmia Cement
(Bharat) Limited (‘DCBL’) and Dalmia Cement (North
East) Limited (‘DCNEL’) were classified as the material
unlisted subsidiaries of the Company in terms of the
Regulation 16(1)(c) of the Listing Regulations, read
with the Company’s Policy on Material Subsidiaries.
The said policy can be accessed at the Company’s
website athttps://www.dalmiacement.com/assets/
pdf/ir/Policy-on-Material-Subsidiaries.pdf.

Further, in compliance with Regulation 24(1) of the Listing
Regulations, Mrs. Anuradha Mookerjee, Independent
Director of the Company, also serves as an Independent
Director on the Boards of DCBL and DCNEL.

A statement containing the salient features of the financial
statements of the Company’s subsidiaries, joint ventures
and associate companies for the financial year ended
March 31, 2026, in the prescribed Form AOC-1 pursuant to
the Act, is provided in Annexure 1 and forms an integral part
of this Annual Report.

The standalone and consolidated Financial Statements of
the Company, together with the financial statements of its
subsidiaries and all other documents required to be attached
thereto under applicable law, are available on the Company’s
website at www.dalmiabharat.com. These documents shall
also be available for inspection during business hours on
all working days at the registered office of the Company.
Members desirous of obtaining copies of the same may write
to the Company Secretary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Retirement by rotation and subsequent re¬
appointment:

Pursuant to the provisions of Section 152(6)(c) of the Act,
Mr. Puneet Yadu Dalmia (DIN: 00022633), Managing
Director & Chief Executive Officer of the Company,
being longest in the office, shall retire by rotation at the
ensuing AGM, and being eligible, he has offered himself
for reappointment. Accordingly, his reappointment is
being placed at the ensuing AGM for the approval of
the members of the Company.

A brief profile of Mr. Puneet Yadu Dalmia and other
requisite disclosures, in terms of Regulation 36(3) of
the Listing Regulations and Secretarial Standards
on General Meetings (SS-2), forms part of the Notice
convening the AGM.

Based on the recommendation of the Nomination &
Remuneration Committee, the Board recommends his
re-appointment as a Director liable to retire by rotation.

II. Key Managerial Personnel:

During FY 2025-26, there was no change in the
Directors or Key Managerial Personnel of the Company.
In accordance with the provisions of Sections 2(51) and
203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following individuals served
as Key Managerial Personnel of the Company during
the year under review:

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia - Managing Director & CEO

3. Mr. Dharmender Tuteja - Chief Financial Officer

4. Mr. Rajeev Kumar - Company Secretary

III. Independence of Independent Directors:

Your Company has received declarations from all
its Independent Directors, namely Mr. Paul Heinz
Hugentobler, Mrs. Anuradha Mookerjee, Mr. Anuj Gulati
and Mr. Haigreve Khaitan, confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Act and under Regulation 16(1)(b) of the
Listing Regulations. The Directors have also confirmed
their registration in the Independent Directors'
Databank, as required under applicable provisions.

Based on the declarations and disclosures received,
the Board is of the opinion that the Independent
Directors fulfil the conditions specified in the Act, read
with the relevant Rules issued thereunder, as well as
under the Listing Regulations, and are independent
of the management. Your Board further expresses its
satisfaction with the integrity, expertise, experience,
and proficiency of the Independent Directors serving on
the Board of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board of Director of the
company met six times, on April 23, 2025, May 30, 2025,
July 22, 2025, October 17, 2025, January 21, 2026 and
March 24, 2026.

All Board meetings were convened and conducted in
accordance with the applicable provisions of the Act and the
rules framed thereunder, Secretarial Standard-I on Meetings
of the Board of Directors, and the Listing Regulations.

Detailed disclosures relating to the Board meetings are
provided in the Corporate Governance Report, which forms
an integral part of this Report.

COMMITTEES OF THE BOARD

In furtherance of robust corporate governance practices,
and to enable effective discharge of its functions and
responsibilities in compliance with applicable statutory

and regulatory requirements, the Board of Directors has
constituted the following Committees:

(a) Audit Committee;

(b) Stakeholders' Relationship Committee;

(c) Nomination and Remuneration Committee;

(d) Corporate Social Responsibility Committee; and

(e) Sustainability and Risk Management Committee.

Details pertaining to the composition of the aforesaid
Committees, the number of meetings held during the
financial year under review, attendance of the members at
such meetings, along with their respective powers, terms
of reference, and other related particulars, are provided in
the Corporate Governance Report, which forms part of this
Annual Report.

In addition to above, to ensure smooth operations, the Board
constitutes several operational committees from time to time.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company
sets out the constitution, role and responsibilities of the
Nomination and Remuneration Committee and provides a
comprehensive framework for the appointment, resignation,
remuneration and performance evaluation of Directors, Key
Managerial Personnel (“KMP”) and Senior Management.

The Policy has been formulated with the following
key objectives:

a. To formulate the criteria for determining qualifications,
competencies, positive attributes and independence
for appointment of Directors of the Company;

b. to ensure that appointment of directors, key managerial
personnel and senior managerial personnel and
their removals are in compliance with the applicable
provisions of the Act and the Listing Regulations;

c. to set out criteria for the evaluation of performance and
remuneration of directors, key managerial personnel
and senior managerial personnel;

d. to recommend policy relating to the remuneration of
Directors, KMPs and Senior Management Personnel to
the Board to ensure:

i. The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate directors and employees to effectively
and qualitatively discharge their responsibilities;

ii. Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;

iii. Align the growth of the Company and development
of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent
by the Company; and

e. to ensure diversity of the Board of the Company.

In addition, the Policy provides for a structured and
effective mechanism for evaluation of performance of the
Board, its Committees and individual Directors, which
may be undertaken by the Board, by the Nomination and
Remuneration Committee, or through an independent external
agency and review its implementation and compliance. The
Nomination and Remuneration Policy of the Company can
be accessed at https://www.dalmiacement.com/assets/
pdf/ir/DBL-Nomination-and-Remuneration-Policy.pdf

ANNUAL PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations,
the Board has undertaken an annual evaluation of (i) its own
performance; (ii) the performance of Individual Directors; (iii) the
performance of the Chairman of the Board; and (iv) the performance
of all Committees of Board, for the Financial Year 2025-26.

The performance of the Board was evaluated on various
parameters, including, inter-alia, its composition and
structure, conduct of meetings, discharge of responsibilities,
effectiveness of governance processes, quality and
adequacy of information flow and overall functioning.

The performance of the Board Committees was evaluated,
inter-alia, on the extent of fulfilment of their key responsibilities,
adequacy of composition, and the effectiveness and quality
of deliberations at Committee meetings.

The Directors were evaluated on several parameters, including
attendance and active participation in Board and Committee
meetings, quality of contributions, and the guidance and
support to the management outside formal meetings.

The performance of Non-Independent Directors, the Board
as a whole, and the Chairman was reviewed in a separate
meeting of the Independent Directors. A similar evaluation
was also carried out by the Nomination and Remuneration
Committee and the Board. The performance evaluation
of Independent Directors was undertaken by the entire
Board, excluding the concerned Independent Director
being evaluated.

Based on the feedback received from Directors and after
detailed deliberations, including consideration of the
divergent views, the evaluation was conducted in accordance
with the Company's Nomination and Remuneration Policy.
The Directors have expressed their satisfaction with the
evaluation process.

The overall evaluation confirms that the Board and its
Committees continue to function effectively, and that the
performance of the Directors is satisfactory.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(3)(c) of the Act:

(a) I n preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed and there are no material
departures from the same;

(b) 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
profit of the Company for that period;

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

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

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, and taking into consideration the work performed
by the internal, statutory and secretarial auditors and external
consultants - including the audit of internal financial controls
over financial reporting conducted by the statutory auditors
- together with the reviews undertaken by management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during
FY 2025-26.

The Directors have devised appropriate systems and
processes to ensure compliance with the applicable
Secretarial Standards, and are of the view that such systems
are adequate and operating effectively.

PARTICULARS OF REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

The disclosure pertaining to remuneration and other details,
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, is provided
in the prescribed format and is annexed to this Report as
Annexure - 2.

Further, a statement containing the names of the top ten
employees in terms of remuneration drawn, along with
details of employees drawing remuneration in excess of
the limits prescribed in Rules 5(2), and other particulars as
required under Rule 5(3) of the said Rules, is also annexed to
this Report as Annexure - 2A.

None of the Directors, including the Managing Director and
CEO, received any remuneration from the subsidiaries of
the Company, except by way of (i) sitting fees for attending
meetings of the Board and its Committees, and (ii)
remuneration received by Mr. Yadu Hari Dalmia from Dalmia
Cement (Bharat) Limited, as an Advisor.

CORPORATE GOVERNANCE REPORT

In compliance with the applicable provisions of Listing
Regulations, a separate report on the Corporate Governance
for the financial year 2025-26, including the following
declarations and certificates, forms an integral part of this
Integrated Annual Report:

1. Declaration by the members of the Board and Senior
Managerial Personnel of the Company, confirming their
compliance to the Code of Conduct of the Company.

2. Certificates, issued by M/s Vikas Gera & Associates,
Secretarial Auditors of the Company, confirming that:

a. compliance of Corporate Governance norms as
prescribed in the Listing Regulations; and

b. none of the Directors of the Company has been
debarred or disqualified from being appointed or
continuing as Director of the Company.

3. Certificate issued by the Managing Director & CEO and
the Chief Financial Officer of the Company in accordance
with Regulation 17(8) of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report
(“BRSR”) of the Company for the Financial year 2025¬
26, as stipulated under Regulation 34(2)(f) of the Listing
Regulations, is presented in alignment with the Integrated
Reporting framework. The Report discloses the initiatives
undertaken by the Company from environmental, social and
governance perspectives. The BRSR forms an integral part
of this Integrated Annual Report.

CHANGES IN SHARE CAPITAL

During the year under review, the Company allotted 792
equity shares of Rs. 2/- each pursuant to the exercise
of stock options by eligible employee under DBL ESOP
Scheme 2018.

As of March 31, 2026, the Issued, subscribed and paid-up
equity share capital of the Company stood at Rs. 37.51 crore,
comprising 18,75,65,953 equity shares of Rs. 2/- each.

EMPLOYEES’ STOCK OPTION SCHEME

Pursuant to the Scheme of Arrangement and Amalgamation
amongst Odisha Cement Limited (“ODCL” or “Company”),
Dalmia Bharat Limited (“DBL”) and Dalmia Cement (Bharat)
Limited (“DCBL”) and their respective shareholders and
creditors, the Company has adopted the DBEL ESOP
Scheme 2011, with the revised nomenclature “DBL ESOP
Scheme 2018”, with all terms and conditions remaining the
unchanged. During the year under review, there has been
no material change in the DBL ESOP Scheme 2018, and the
Scheme continues to be in compliance with Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (“ESOP Regulations”)
and all other applicable laws, rules and circulars.

The disclosures required under the Regulation 14 of the ESOP
Regulations have been duly made available on the Company’s
website and can be accessed athttps://www.dalmiacement.
com/assets/pdf/shareholder-Information/ESOP/fy26/
DBL%20ES0P%20Disclosure%20as%20on%20 March%20
31,%202026.pdf.

A certificate from the Secretarial Auditor of the Company,
as required under Regulation 13 of the ESOP Regulations,
confirming that the DBL ESOP 2018 has been implemented
in accordance with the ESOP Regulations and the resolution
passed by the shareholders at the general meeting, will
be made available for inspection in electronic form to the
members at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with the
Companies (Management and Administration) Rules,
2014, as amended, the Annual Return of the Company
as on March 31, 2026 is available on the Company’s
website at https://www.dalmiacement.com/assets/
pdf/shareholder-Information/annual-return/Extract%20
of%20Annual%20Return%202025-2026.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Group has, for over eight decades, upheld a long¬
standing tradition of giving back to society and sharing its
resources with the under privileged sections. The Corporate
Social Responsibility (“CSR”) philosophy of the Group is
based on the principles of Gandhian Trusteeship. Over the
years, the Group has consistently focused on key areas such
as health care and sanitation, education, rural development,
women empowerment and other social development
initiatives. The primary objective of our CSR policy is to
accelerate inclusive social, economic and environmental
progress, with a continued emphasis on creating structured
and sustainable impact for communities residing around our
plants and project locations.

In accordance with Section 135(3)(a) of the Act and rules
made thereunder, the Board has formulated and adopted
a Corporate Social Responsibility Policy (“CSR Policy”).
The CSR Policy can is available on the Company’s
website at https://www.dalmiacement.com/assets/pdf/ir/
Corporate-Social-Responsibility-Policy.pdf.

During the year under review, the Company had an unutilised
CSR surplus of Rs. 2.7 crore carried forward from previous
years, which was set off against the CSR obligation of
Rs. 80.48 lakh, being 2% of the average net profits of the
preceding three financial years. Consequently, the excess
CSR expenditure remains available for adjustment against
future CSR obligations.

Further, the annual report on CSR activities, including
the composition of CSR committee and disclosures in
accordance with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed to this Report
as Annexure - 3.

On consolidated basis, the Group has spent around Rs. 18
crore in FY 2025-26 towards CSR activities.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by
the Company with its related parties during the financial
year under review were conducted in its ordinary course of
business and on an arm’s length basis.

During the year under review, the Company did not enter
into any contract, arrangement, or transaction with its related
parties, that could be considered material in accordance
with the Company’s ‘Policy on Related Party Transactions’
or that is required to be reported in Form AOC-2 pursuant to
Section 134(3)(h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions are placed before the Audit
Committee for prior approval. In addition, prior omnibus
approval of the Audit Committee is obtained for the
transactions that are repetitive in nature including the
transactions where a subsidiary of the Company is a party
but the Company itself is not, except in case of transactions
with or amongst wholly owned subsidiaries of the Company.

In compliance with the requirements of the Act and the Listing
Regulations, your Company has formulated a Policy on Related
Party Transactions. The said policy is available on Company’s
website at https://www.dalmiacement.com/assets
/pdf/ir/DBL_RPT%20Policy_21.01.2026.pdf.

RISK MANAGEMENT

Pursuant to the provisions of Section 134(3)(n) of the Act read
with Regulation 21 of the Listing Regulations, the Board of
Directors confirms that the Company has developed and
implemented a comprehensive Enterprise Risk Management
(“ERM”) Policy and framework commensurate with the size,
scale, and complexity of its operations.

The Board had constituted a Risk Management Committee
(“RMC”), however, considering the importance and
relevance of sustainability to the Company, during the
year reconstituted the RMC as Sustainability and Risk
Management Committee (“SRMC”/ “Committee”) in
accordance with Regulation 21 of the Listing Regulations.

The Committee, apart from sustainability, oversees the risk
management framework, reviews the Company’s risk profile
periodically, and ensures that appropriate risk mitigation
measures are in place. The terms of reference of the SRMC,
along with its composition and details of meetings held
during the year, are provided in the Corporate Governance
Report forming part of this Annual Report.

The Company’s risk management approach integrates both
top-down strategic oversight and bottom-up operational
inputs to ensure a holistic and consistent evaluation of risks
across the organisation. While risk cannot be eliminated, but
a proper risk management program ensures that the risks
are reduced, avoided, mitigated or shared. Accordingly,
the Company initiated risk identification at the enterprise
level, and which is then subsequently refined at individual
plant locations through a standardised and consistently
applied methodology.

Dedicated Risk Councils, established at the plant level,
strengthen alignment with the broader risk framework
while reinforcing local risk ownership and accountability.
Operational and plant teams play an active role in identifying,
assessing, and documenting risks specific to their respective
environments. Each facility maintains a dynamic risk
register, enabling structured and continuous tracking of risk
exposures and the corresponding mitigation actions. This
process is further reinforced through periodic review forums
that monitor progress against mitigation plans, evaluate the
effectiveness of controls, and facilitate timely identification of
emerging risks.

The key risks identified and the mitigation measures
adopted by the Company have been discussed in detail in
the Management Discussion & Analysis Report, forming
part of this Annual Report. The Board confirms that, in its
opinion, the Risk Management framework currently in place
is adequate and that no risks have been identified which may
threaten the existence of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial
control systems commensurate with the scale and
complexity of its operations. The policies and procedures
adopted by the Company ensure the orderly and efficient
conduct of business, safeguarding of assets, prevention and
detection of frauds and errors, adequacy and completeness
of the accounting records, and timely preparation of reliable
financial information.

The internal control framework is further strengthened
through internal audit conducted by reputed external firm of
Chartered Accountants, covering selected functions such
as Human Resource, Logistics, material movement, legal
Compliances, SAP - IT ERP system and IT general controls.

The internal auditors carry out periodic audits in accordance
with the approved audit plan. The Audit Committee
periodically reviews the adequacy and effectiveness of
internal control systems and ensures that appropriate
corrective actions are implemented, wherever required. The
Company has also instituted robust Cause-Effect-Action
(CEA) mechanisms and escalation matrices to ensure timely
identification, assessment, and resolution of critical control
issues across functions.

WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

In Compliance with the provisions of Section 177 of the
Act read with rules framed thereunder and Regulation 22
of the Listing Regulations, as amended, the Company has
established a Whistle Blower Policy and Vigil Mechanism for
its Directors, employees and other stakeholders.

The mechanism provides a structured platform for reporting
concerns relating to breach of code of conduct, financial
irregularities, illegal or unethical practices, unethical
behaviour, actual or suspected fraud. Adequate safeguards
are built into the framework to protect whistle-blowers
against victimisation, and in appropriate cases, direct access
is provided to the Chairman of the Audit Committee.

The policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination
is made against any person. The Whistle Blower
Policy and Vigil Mechanism may be accessed on the
Company’s website at https://www.dalmiacement.com/
assets/pdf/ir/DBL_Whistle%20Blower%20Policy_21012026.
pdf.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is firmly committed to providing a work
environment where every individual is treated with dignity,
fairness, and respect. It maintains a zero-tolerance policy
towards any form of conduct that may constitute sexual
harassment at workplace and is dedicated to upholding
the dignity and well-being of all women employees within
the Company. The Human Resource and the Legal
functions, in collaboration with other departments, ensure
robust mechanism are in place for the prevention of sexual
harassment of women at workplace and for the timely
redressal of complaints, should they arise.

In accordance with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,

Prohibition & Redressal) Act, 2013, the Company has
formulated a comprehensive Anti-Sexual Harassment Policy
and constituted an Internal Complaints Committee (ICC) to
redress complaints received regarding sexual harassment at
the workplace.

No complaint was pending at the commencement of the
year, one complaint was received and resolved by the ICC
during the financial year 2025-26.

DISCLOSURE UNDER THE MATERNITY BENEFIT
ACT, 1961

During the year under review, the Company has been fully
compliant with all applicable provisions of the Maternity
Benefit Act, 1961.

LOANS, GUARANTEES, SECURITY AND
INVESTMENTS

Your Company has granted loans, provided guarantees,
furnished security and made investments in other Companies
with the requisite approval and in compliance with the
provisions of Section 186 of the Act. The details of such loans,
guarantees, securities, and investments are provided in note
no. 35 to the Standalone Financial Statements forming part
of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
TRANSACTIONS

The particulars of energy conservation, technology
absorption and foreign exchange earnings and outgo, in
terms of provisions of Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, are
provided in Annexure 5.

AUDITORS AND AUDITOR’S REPORT
A. Statutory Auditors and Audit Report

M/s Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013) were
appointed as the Statutory Auditors of the Company
(“Statutory Auditors”), at the 8^th Annual General
Meeting (‘AGM’) held on September 29, 2021, for a
period of five consecutive years, to hold office until the
conclusion of the ensuing AGM of the Company.

The Audit Report issued by the Statutory Auditors on
the Standalone Financial Statements of the Company
for the Financial Year ended March 31, 2026, does not
contain any qualification, reservation, adverse remark,
disclaimer or modified opinion. The notes forming part
of the standalone financial statements referred to in the
Auditors’ Report are self-explanatory and therefore,
do not call for any further comments or explanations.
Further, the Statutory Auditors have not reported any
matter under Section 143(12) of the Act during the year
under review.

Further, the Statutory Audit Report issued by the
Statutory Auditors on the Consolidated Financial
Statements of the Company for the Financial Year
ended March 31, 2026, also does not contain any
qualification, reservation, adverse remark, disclaimer
or modified opinion. However, the Statutory Auditors
in their report on the consolidated financial statements
have included Emphasis of Matters in relation to:

(a) i n respect of dispute between Company’s
subsidiary namely Dalmia Cement (Bharat) Limited
(DCBL) and Bawri Group (BG), shareholder of a
step-down subsidiary; and

(b) Release of mutual fund units to DCBL pursuant to
Hon’ble Supreme Court order, upon furnishing of
Bank Guarantee of Rs. 344 crore in Trial Court.

The aforesaid Emphasis of Matters have been
explained in Note Nos. 36(B) and 36(C) to the
Consolidated Financial Statements of the Company for
the financial year ended March 31, 2026, which are self¬
explanatory and do not call for any further comments
and explanation.

Further, with respect to the “Other Matter” reported in the
Audit Report on the consolidated Financial Statements
regarding consolidation of the financial statements of a
joint venture company based on management certified
financial information, it may be noted that the audit of
the said joint venture company is yet to be completed
and, accordingly, the consolidation has been carried out
on the basis of unaudited financial statements furnished
by its management. This is no material impact on the
Consolidated Financial Statements of the Company.

Re-appointment of Statutory Auditors

The present term of five (5) consecutive years of M/s
Walker Chandiok & Co LLP, Chartered Accountants
(Firm Regn. No. 001076N/N500013), as the Statutory
Auditors of the Company, shall conclude with the
conclusion of the ensuing AGM. Based on the
recommendation of the Audit Committee, the Board
of Directors, at its meeting held on May 23, 2026,
has recommended the re-appointment of M/s Walker
Chandiok & Co LLP as Statutory Auditors of the
Company for a second term of five (5) consecutive
years, commencing from the conclusion of the ensuing
AGM until the conclusion of 18^th AGM of the Company.

I n accordance with the provisions of Section 139
of the Act read with the Rules framed thereunder,
the Company has received a written consent from
M/s Walker Chandiok & Co LLP confirming their
willingness for re-appointment as the Statutory
Auditors of the Company for a second term of 5 years.

The Company has also received a certificate from
them confirming that they satisfy the eligibility criteria
prescribed under Section 141 of the Act and that their
proposed re-appointment, if approved, shall be in
compliance with the applicable provisions of the Act
and the Rules framed thereunder. Further, pursuant
to Regulation 33(1)(d) of the Listing Regulations, M/s
Walker Chandiok & Co LLP have confirmed that they
hold a valid Peer Review Certificate issued by the Peer
Review Board of the Institute of Chartered Accountants
of India (“ICAI”).

Accordingly, based on the recommendations of
the Board, a resolution seeking approval for the
reappointment of M/s. Walker Chandiok & Co. LLP
as Statutory Auditors of the Company is being placed
before the Members at the ensuing AGM.

B. Secretarial Auditor and their Report

Pursuant to Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
of the Listing Regulations, M/s Vikas Gera & Associates,
Company Secretaries (CP No. 4500 and Peer Review
No. S2007DE094600) (“Secretarial Auditor”) were
appointed as the Secretarial Auditors of the Company,
at the 12^th AGM of the Company held on June 30, 2025,
for a term of five (5) consecutive years commencing from
Financial Year 2025-26 up to Financial Year 2029-30.

The Secretarial Audit Report in Form MR-3 issued by
the Secretarial Auditors for the financial year 2025-26
is annexed to this report as Annexure 4. The said
report does not contain any qualification, reservation or
adverse remark.

Further, in compliance with the requirements of the
Listing Regulations, the secretarial audits of DCBL and
DCNEL, material unlisted subsidiaries of the Company,
were also conducted for the Financial Year 2025-26 by
their respective Secretarial Auditors. The Secretarial
Audit Reports of DCBL and DCNEL also do not contain
any qualification, reservation or adverse remark and are
annexed to this report as part of Annexure 4.

Further, in terms of Regulation 24A(2) of the Listing
Regulations, the Secretarial Auditors have issued
the Secretarial Compliance Report for the financial
year 2025-26.

The Secretarial Audit Reports of the Company,
DCBL and DCNEL, along with the Annual Secretarial
Compliance Report of the Company for Financial Year
2025-26, are also available on Company’s website
at www.dalmiabharat.com.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor
the secretarial auditor has reported to the Audit Committee,
under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its
officers or employees, the details of which would need to be
mentioned in this Report.

COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148 of the Act read with
Schedule VI thereto and the Companies (Cost Records and
Audit) Rules, 2014, the requirement relating to maintenance
of cost records and its audit is not applicable to the business
activities being carried out by the Company.

DEPOSITS

During the year under review, the Company has not accepted
any deposits.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS

There were no significant or material orders passed by the
Regulators or Courts or Tribunals which impact the going
concern status and the Company’s operations in the future.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed
as part of this report, affecting the financial position of the
Company, have occurred between March 31, 2026, and the
date of the report.

DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, neither any application was
made by the Company, nor any application was filed against
the Company under the Insolvency and Bankruptcy Code,
2016 (“IBC Code”). Further, no insolvency proceedings
under IBC are pending against or involving the Company
before the Hon’ble National Company Law Tribunal or any
other Courts or judicial authority.

NO DIFFERENCE IN VALUATION

During the year under review, the Company did not enter
into any one-time settlement with any banks or financial
institution. Accordingly, the disclosure relating to difference
between the amount of the valuation carried out at the time
of one-time settlement and the valuation undertaking while
availing the loan is not applicable to the Company.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors places on record its sincere
appreciation and gratitude to all stakeholders for their
continued support, trust and cooperation during the year
under review. The Board extends its heartfelt thanks to the
Government Authorities for their valuable guidance and
continued support; Financial Institutions and Banks for their
sustained financial assistance and strategic partnerships;
Customers for their trust and confidence in the Company;
Vendors and business partners for their unwavering support
and quality services; and Members for their continued
encouragement and active engagement with the Company.

The Board also acknowledges with deep appreciation the
dedication, commitment and invaluable contributions made
by the employees, executives, and workers of the Company
at all levels. Their relentless efforts, professionalism and
commitment to excellence continue to drive the Company’s
growth and success. The Company remains grateful to all its
stakeholders for being an integral part of its journey and for
their continued association and support.

For and on behalf of the Board of Directors

Yadu Hari Dalmia

Place: New Delhi Chairman

Dated: May 23, 2026 DIN:00009800