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DIRECTORS' REPORT

Deccan Cements Ltd.

GO
Market Cap. ( ₹ in Cr. ) 671.24 P/BV 0.90 Book Value ( ₹ ) 530.63
52 Week High/Low ( ₹ ) 1055/465 FV/ML 5/1 P/E(X) 23.49
Book Closure 22/09/2026 EPS ( ₹ ) 20.40 Div Yield (%) 0.13
Year End :2026-03 

The Directors of your company are glad to present the 46th Annual Report together with the Audited Standalone
and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2026.

Financial Results:

The Financial Results for the year ended 31st March 2026 are summarized below:

Particulars

FY 2025-26

FY 2024-25

Standalone

Consolidated

Standalone

Consolidated

Revenue from operations

63,561.42

63,561.42

52,697.72

52,697.72

Other Income

766.70

766.62

1,619.91

1,619.90

Total Income

64,328.12

64,328.04

54,317.63

54,317.62

Operating expenses

55,897.42

55,898.65

49,159.21

49,160.66

Depreciation and amortization expenses

3,562.02

3,562.02

2,807.81

2,807.81

Total expenses before Finance cost, Exceptional
Item and Tax

59,459.44

59,460.67

51,966.92

51,968.37

Profit before Finance cost, Exceptional Item
and Tax

4,868.68

4,867.37

2,350.71

2,349.25

Less: Finance cost

2,727.66

2,727.66

1,275.17

1,275.17

Exceptional Item

(1,284.07)

(1,284.07)

-

-

Current tax

3.86

3.86

344.87

344.87

Deferred tax

562.11

562.11

22.64

22.64

Net Profit after Tax

2,859.12

2,857.81

753.30

751.85

Add: Other comprehensive income

49.94

49.94

13.45

13.45

Total comprehensive income for the year

2,909.06

2,907.75

766.75

765.30

Add: Profit brought forward from previous year

65,653.97

65,652.52

65,307.46

65,307.45

Less: Dividend (FY 2024-25 / 2025-26)

(84.05)

(84.05)

(420.23)

(420.23)

Closing Balance of Profit

68,478.99

68,476.23

65,653.97

65,652.52

Earnings Per Share (in Rs.)

20.41

20.40

5.38

5.37

Results of Operations:

The Standalone profit after tax of the Company for the current year was at Rs.2,859.12 Lakhs as compared to
the previous year profit of Rs. 753.30 Lakhs. The Consolidated profit after tax of the Company for the current
year was at Rs.2,857.81 Lakhs as compared to the previous year profit of Rs. 751.85 Lakhs. During the year
there was no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the
financial year 2018-19. As per Ind-AS requirements GST, rebates and discounts are reduced from the Gross
revenue.

Particulars

FY 2025-26

FY 2024-25

Sale of products

(a) Cement - Net
Revenue

63,024.5

52,021.06

(b) Power** (Net of
charges for wheeling,
banking)

Wind

39.13

46.21

Hydel

400.18

529.24

Thermal

-

-

Power - Net Revenue

439.31

575.45

Other operating
revenues

Scrap sales

97.61

101.21

Revenue (Net of Taxes
and Rebates)

63,561.42

52,697.72

Operational Results are further elaborated in the
Management Discussion and Analysis Report.

Transfer to Reserves:

Your Directors did not propose to transfer any amount
to reserves for the financial year ended 31st March
2026.

Dividend:

In continuation of the Company's policy of rewarding
its shareholders on a consistent basis, your directors
have recommended final dividend of Re.0.50/- per
equity share i.e. @10% dividend on the Equity Share
Capital of the Company for FY 2025-26, subject to
approval of the members in the ensuing annual
general meeting of the Company.

The web link for Dividend Distribution Policy is
available at:
https://deccancements.com/pdf/Dividend-
Distribution-Policv.pdf
.

Capital Structure:

There is no change in the capital structure during FY
2025-26.

On 25th June 2026, the Company has issued and allotted Compulsorily Convertible Debentures (CCDs) and
Non-Convertible Debentures (NCDs) to the non-promotes to refinance the term loans availed by the Company
from various term loan lenders for the brown field expansion projects of the Company:

Type of Debentures issued and allotted

No. of Debentures
issued and
allotted

Face Value and
Issue Price per
Debenture

Total Amount
raised

(Rs. in Lakhs)

Compulsorily Convertible Debentures (CCDs)

14,40,559

715

10,299.99

Non-Convertible Debentures (NCDs): Series A

15,000

1,00,000

15,000.00

Non-Convertible Debentures (NCDs): Series B

40,700

1,00,000

40,700.00

TOTAL

65,999.99

The entire issue proceeds of CCDs and NCDs have been utilized for the purpose for which the same were
raised.

The CCDs will be converted into equity shares of the Company within 18 months from the date of allotment. The
conversion ratio will be 1:1, that is, for each CCD one Equity Share of Rs.5/- each will be issued at a premium
of Rs.710/- per equity share, whereas, the NCD Series-A will have tenure of 72 months and NCD Series-B will
have tenure of 84 months.

Existing and Post conversion of the CCDs into equity shares, the Capital Structure of the Company will be as under:

Particulars

Existing Capital Structure

Post Conversion Capital Structure

Rs.1,000.00

Rs.1,000.00

Authorised Share Capital

(2,00,00,000 Equity Shares of

(2,00,00,000 Equity Shares of

Rs.5/- each)

Rs.5/- each)

Issued, Subscribed, Paid-
up Share Capital

Rs.700.38

Rs.772.40

(1,40,07,500 Equity Shares of
Rs.5/- each)

(1,54,48,059 Equity Shares of
Rs.5/- each)

Deposits:

During the year under review, the Company has
not invited / accepted any amount falling within
the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under
Chapter V of the Act,-

(a)

Accepted during the year

Nil

(b)

Remained unpaid or unclaimed as at the
end of the year

Nil

(c)

whether there has been any default in
repayment of deposits or payment of
interest thereon during the year and if
so, number of such cases and the total
amount involved-

(i) At the beginning of the year

Nil

(ii) Maximum during the year

Nil

(iii) At the end of the year

Nil

The details of deposits which are not in compliance
with the requirements of Chapter V of the Act:
Not
Applicable.

Management Discussion and Analysis Report:

A report on the Management Discussion and
Analysis is appended to this Report.

Business Responsibility Report:

Business Responsibility Report forms part of this
Annual Report.

Corporate Governance:

The Company's Report on Corporate Governance
is attached, and forms part of this Report.

Certificate from the Statutory Auditors of the
Company M/s. M Anandam & Co., Chartered
Accountants confirming the compliance with the
conditions of Corporate Governance as stipulated
under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is appended to
this Report.

Transfer to Investor Education and Protection
Fund (IEPF):

During financial year 2025-26 (on 15th October 2025)
the Company has transferred unclaimed and unpaid
dividend amount of Rs. 4,22,802/- pertaining to the
Financial Year 2017-18 to the Investor Education and
Protection Fund (IEPF).

The unclaimed/unpaid dividend, pertaining to the
financial year 2018-19 shall be transferred to the
Investor Education and Protection Fund (IEPF) on
13th September 2026, unless a claim by the respective
member is lodged with the Company/RTA before that
date.

The year wise details of unpaid and unclaimed
amounts lying with the Company as on 31st March
2026 is available in the Company's website
https://
deccancements.com/shareholders-information.php
.
Shareholders are advised to check their unpaid and
unclaimed dividend status and contact the Company
for encashment of the same, if depicting unpaid.

Section 124(6) of the Companies Act, 2013 read
with the Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules,
2016 mandates companies to transfer shares
in respect of which dividends remain unpaid /
unclaimed for a continuous period of seven years to
the IEPF. Adhering to the various requirements set
out in the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, during financial year 2025-26, through
Corporate Action on 17th October 2025, the Company
has transferred 14,370 equity shares belongs to 26
shareholders to the IEPF Authority, in respect of
which dividend had remained unpaid or unclaimed
for seven consecutive years or more to the demat
account of IEPF Authority held with NSDL. Details of
shares so far transferred to the IEPF Authority are
available on the website of the Company and the
same can be accessed through the link:
http://www.
deccancements.com/shareholders-information.php
.
The said details have also been uploaded on the
website of the IEPF Authority and can be accessed
through the link:
www.iepf.gov.in.

Similarly, the shares in respect of which dividend are
unpaid / unclaimed for a continues period of seven

years, since the dividend declared for Financial Year 2018-19, will be due for transfer to IEPF on 13th September
2026.

The concerned members/investors are advised to visit the weblink http://www.deccancements.com/
shareholders-information.php
or visit the weblink of the IEPF Authority https://www.iepf.gov.in/IEPF/refund.
html
, or contact the Company's RTA (KFin Technologies Ltd.), for detailed procedure to lodge the claim with the
IEPF Authority.

Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2018-19 and thereafter,
are as under:

Financial

Year

Date of
Declaration

Face Value
per Share
(Rs.)

% of
Dividend
Declared

Dividend
per Share
(Rs.)

Unclaimed and
unpaid Dividend as
on 31.03.2026
(Rs.)

Due date of
transfer to
IEPF

2018-19

07.08.2019

5.00

75

3.75

4,53,753.75

13.09.2026

2019-20*

28.02.2020

5.00

80

4.00

5,71,076.00

07.03.2027

2020-21

14.09.2021

5.00

100

5.00

7,96,603.00

20.10.2028

2021-22

14.09.2022

5.00

100

5.00

4,61,561.00

20.10.2029

2022-23

22.09.2023

5.00

75

3.75

2,95,541.25

14.10.2030

2023-24

20.09.2024

5.00

60

3.00

3,34,426.00

26.10.2031

2024-25

23.09.2025

5.00

12

0.60

63,533.60

29.10.2032

Directors and Key Managerial Personnel:

Pursuant to Section 152 of the Companies Act,
2013 Ms. P Parvathi (DIN: 00016597) is liable to
retire by rotation at the forthcoming Annual General
Meeting and being eligible has offered herself
for reappointment. The Board recommends her
reappointment.

Brief resume of Ms. P. Parvathi (DIN: 00016597),
Director retiring by rotation including nature of her
experience in specific functional areas, names of
companies in which she holds directorship and
membership of committees of the Board of other
companies is appended to the Notice calling the 46th
Annual General Meeting.

Familiarization program for Independent Directors:

The Company has adopted a familiarization
programme prepared in the line of Regulation 25(7)
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 for Independent Directors to
familiarize them with the Company's philosophy,
vision, mission, strategies, operations and functions.
The details of the familiarization programme are
available on the Company's website at
www.
deccancements.com
.

Declaration by Independent Directors:

Your Company has received necessary declaration
from each independent director under Section
149 of the Companies Act, 2013, confirming that
he/she meets the criteria of independence laid
down in Section 149 of the Companies Act, 2013
and Regulation 25 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

Statutory Auditor:

M/s. M. Anandam & Co., Chartered Accountants (FRN
000125S) were re-appointed as Statutory Auditor of
the Company for a second term of 5 Consecutive
years at the 42nd Annual General Meeting held on 14th
September 2022 to hold office till the conclusion of
47th Annual General Meeting of the Company.

The Notes on the financial statements referred to in
the Auditors' Report are self-explanatory and do not
call for any further comments. The Auditors' Report
does not contain any qualification, reservation or
adverse remark.

Cost Auditor:

M/s. Aruna Prasad & Co., Cost Accountants, Chennai,
has been appointed by the Board of Directors as
Cost Auditor of the Company for the Financial Year
2026-27. The remuneration of the cost auditor is
required to be ratified by the members in accordance
with the provisions of Section 148 of the Companies
Act, 2013 read with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014. Accordingly, the matter is
being placed before the Members for ratification at
the ensuing Annual General Meeting.

Secretarial Auditor:

Pursuant to provisions of Regulation 24A of the
SEBI (LODR) Regulations, 2015, M/s. V. Shankar &
Co., Company Secretaries, Hyderabad (FCS-7638,
CP-8446, Peer review Certificate No. 1066/2021)
was appointed as Secretarial Auditor of the Company
for a term of 5 Consecutive years at the 45th Annual
General Meeting held on 23rd September 2025 to
hold office till the conclusion of 50th Annual General
Meeting of the Company.

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s. V. Shankar
& Co., Company Secretaries, Hyderabad has
conducted the Secretarial Audit of the Company
for the financial year ended 31st March 2026. The
Secretarial Audit Report in Form MR-3 is annexed
to this Report (
Annexure II). There has been no
qualification, reservation, adverse remarks or
disclaimer in the Secretarial Audit Report, except
some observations. The comments/information
provided in the Secretarial Audit Report against each
observation is self-explanatory.

Annual Return:

The Annual Return for FY 2025-26 is available
on the website of the Company and the same
can be accessed through the link:
http://www.
deccancements.com/shareholders-information.php
.

Board Meetings:

During the year, Six (6) meetings of the Board of
Directors were convened and held. The details of the
meetings of the Board are furnished in the Corporate
Governance Report which forms part of this Report.

Directors' Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c)
and 134(5) of the Companies Act, 2013, relating to
Directors' Responsibility Statement, your Directors,
confirm that:

a) in the preparation of the annual accounts for
the year ended 31st March 2026, the applicable
accounting standards had been followed and
there are no material departure;

b) the directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the company at the end
of the financial year 31st March 2026 and of the
profit of the company for the year ended on that
date;

c) the directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and
detecting fraud and other irregularities;

d) the directors had prepared the annual accounts
for the year ended 31st March 2026 on a going
concern basis;

e) the directors had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate
and were operating effectively;

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

CEO/CFO Certification:

The CEO and CFO certification on the Financial
Statements for Year 2025-26 is provided elsewhere
in this Annual Report.

Policy on Directors' appointment and remuneration
and other details:

The Company's policy on directors' appointment and
remuneration and other matters has been disclosed
in the Corporate Governance Report, which forms
part of this Report.

Particulars of loans, guarantees or investments
under Section 186:

During the year, the Company has granted unsecured
loan of Rs.1.50 Lakh to Deccan Swarna Cements
Private Limited, wholly owned subsidiary of the
Company, which falls under the provisions of Section
186 of the Companies Act, 2013.

Particulars of Contracts or arrangement with
related parties referred under Section 188(1):

The Company had not entered into any arrangement/
transaction with related parties which is material in
nature, or which is not at an arm's length basis.

Transactions entered by the Company with its related
parties were on an arm's length basis and suitable
disclosures as required under Ind AS-24 have been
made in Note No. 32 to the Financial Statements.

In compliance of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has
formulated a Related Party Transactions Policy and
the same is available on the Company's website
https://deccancements.com/corporate-governance.
php.

The particulars of contracts or arrangements with
related parties, as required under Section 188 of the
Companies Act, 2013 read with the applicable Rules
and the aforesaid Policy, are provided in Form AOC-2
annexed to this report as
Annexure I.

Subsidiary / Joint Venture / Associate Companies:

As on 31st March 2026 your company is having
one (1) wholly owned subsidiary Company
(Deccan Swarna Cements Private Limited,
CIN: U08107TS2024PTC183277). The said company
was incorporated on 13th March 2024 with its object
to Manufacture of clinkers and cement, and Mining/
quarrying of limestone, limeshell, kankar and other
calcareous minerals including calcite, chalk and shale.
The company has not commenced its operations yet.

Except the above, your company do not have any
other Joint Venture or Associate Company.

The salient features of financial statements of
Subsidiary of the company are given in Form
AOC-1 which is shown after the consolidated financial
statements.

Energy Conservation, Technology Absorption
and Foreign Exchange:

Information required under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 forming part of
the Directors' Report for the year ended 31st March
2026 are given in
Annexure III.

Internal Control Systems and its Adequacy:

The details in respect of internal control and its
adequacy are included in the Management Discussion
& Analysis, which forms part of this report.

Risk Management:

Pursuant to Regulation 21 of the SEBI (LODR)
Regulations, 2015 the Board of Directors have
constituted the Risk Management Committee which
has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the
Company's enterprise risk management framework;
and (b) Overseeing that all the risks that the
organization faces such as strategic, financial, credit,
market, liquidity, security, property, Information
Technology, legal, regulatory, reputational and other
risks have been identified and assessed and there is
an adequate risk management infrastructure in place
capable of addressing those risks.

The Risk Management Policy is disclosed in the
company's website
https://deccancements.com/
corporate-governance.php
. The Risk Management
Policy envisages identification of risk and procedures
for assessment and mitigation thereof.

Corporate Social Responsibility (CSR):

Pursuant to Section 135 of Companies Act, 2013,
your Company has constituted a Corporate Social
Responsibility Committee. The composition of the
Committee is provided in the Corporate Governance
Report. Your Company has formulated a Corporate
Social Responsibility Policy, which has been approved
by the Board indicating the projects or programs to be
undertaken by the Company, in line with Schedule VII
of the Act. The same is available on the website of the
Company
www.deccancements.com.

A brief outline of the CSR policy of the Company
and the Annual Report on CSR activities undertaken

during the year 2025-26 in the format prescribed in
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed to this Report as
Annexure IV.

Board Evaluation:

In compliance of the provisions of the Companies Act,
2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the annual performance
evaluation of individual directors was carried out by
the Board.

The detailed criteria in which the performance of
the individual directors was carried out has been
disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors
was done by the entire Board of Directors excluding
the director being evaluated.

Particulars of Employees:

The information required pursuant to Section 197
of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in
Annexure V.

During the financial year under review, none of the
Company's employees are in receipt of remuneration
more than the limit prescribed under Section 197(12)
read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014.

Prevention of Sexual Harassment Policy:

The Company has formulated a policy on Prevention
of Sexual Harassment at workplace for women in
the line with the requirements of the 'The Sexual
Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013 and the Rules
made thereunder.

During the financial year ended 31st March 2026, the
Company has not received any Complaint pertaining
to Sexual Harassment.

Others:

Your company's affairs are being managed in a fair and
transparent manner. There were no material changes
and commitments affecting the financial position of
the company between the end of the financial year

and the date of this report. No application has been
made under the Insolvency and Bankruptcy Code,
2016 during FY 2025-26 and thereafter.

For FY 2025-26 the Auditors of the Company did not
report any frauds to the Audit Committee under sub¬
section (12) of section 143 of the Companies Act,
2013. There was no change in the nature of business
of the Company during FY 2025-26 and thereafter.
Maintenance of cost records as specified by the
Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is required by the
Company and accordingly such accounts and records
are being made and maintained. No significant and
material orders have been passed by the regulators
or courts or tribunals impacting the going concern
status and company's operations in future.

Acknowledgement:

Your Directors place on record their sincere
appreciation for significant contribution made by the
employees through their dedication, hard work and
commitment. The enthusiasm and unstinting efforts of
the employees have enabled the Company to remain
amongst the well performing units of the industry.

Your Directors take this opportunity to express their
gratitude to Central and State Governments and their
departments and the local authorities, the Banks,
Dealers, Stockists and Customers for their continued
guidance and support to the Company during the
year under review.

Your Directors are also grateful to the shareholders
for their confidence and faith reposed in the Company.

For and on behalf of the Board of Directors,
Deccan Cements Limited

Sd/-
P. Parvathi

Chairperson and

Place: Hyderabad Managing Director

Date: 12th August 2026 DIN : 00016597