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DIRECTORS' REPORT

Shree Cements Ltd.

GO
Market Cap. ( ₹ in Cr. ) 97418.02 P/BV 4.19 Book Value ( ₹ ) 6,448.74
52 Week High/Low ( ₹ ) 32490/22550 FV/ML 10/1 P/E(X) 55.87
Book Closure 17/07/2026 EPS ( ₹ ) 483.24 Div Yield (%) 0.56
Year End :2026-03 

The Directors take pleasure in presenting their 47th Report and Audited Financial Statements of the Company
for the financial year 2025-26. "Management Discussion and Analysis” forms part of this report.

1. FINANCIAL PERFORMANCE

A brief of financial performance for the year gone by and its comparison with previous year is given
below:-

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from Operations

19,310.52

18,037.33

20,943.47

19,282.83

Other Income

596.83

577.16

660.83

589.22

Total Income

19,907.35

18,614.49

21,604.30

19,872.05

Total Expenditure

15,119.28

14,200.58

16,305.61

15,348.80

Profit Before Interest, Depreciation and Taxes
(PBIDT)

4,788.07

4,413.91

5,298.69

4,523.25

Finance Costs

207.71

208.55

211.72

204.96

Depreciation and Amortisation expenses

2,331.92

2,807.99

2,793.96

3,006.78

Profit Before Tax

2,248.44

1,397.37

2,293.01

1,311.51

Tax Expense

542.19

201.14

544.35

187.71

Profit After Tax

1,706.25

1,196.23

1,748.66

1,123.80

Profit attributable to Owners of the Company

-

-

1,743.56

1,122.77

Profit attributable to Non-Controlling Interest

-

-

5.10

1.03


Key Highlights of the Year (Standalone
Performance):

The Company continues to pursue prudent
growth, disciplined capital allocation, cost
competitiveness, operational excellence,
sustainability and long-term value creation for
all stakeholders.

Sales Volumes and Revenue: During the
year, the Company remained committed to
its strategy of enhancing portfolio quality by
prioritising premium and high value products.
This was complemented by a continued
emphasis on brand building, strengthening
and expanding the dealer and distribution
network, and optimising the geographical
sales mix to improve realisations and market
penetration.

During the year, the Government of India
rationalised the Goods and Services Tax (GST)
rate structure by reducing the GST rate on
cement from 28% to 18%. This rationalisation
led to a noticeable improvement in cement
demand, particularly during the second
half of the year. In alignment with the
Government’s initiative and its commitment
to customer value, the Company passed on
the entire benefit of the GST rate reduction
to its customers through appropriate price
adjustments.

In 2025-26, the Company strengthened its
marketing strategy with a balanced focus on
brand visibility, stakeholder engagement, and
long-term brand equity. High-impact sports
marketing played a key role, with strong on¬
ground and media presence during major
cricketing events, including sponsorship of
a prominent IPL franchise. These initiatives
enabled wide audience reach and reinforced
brand recall in high-attention environments,
strengthening familiarity among both
consumers and the trade.

Complementing mass media efforts, the
Company deepened trade and digital
engagement. The launch of Club Royal, a
loyalty program for leading dealers, focused
on recognition and relationship-building
beyond transactional benefits. Concurrently,
the Company revamped its digital presence
to enhance engagement and organic reach
through product-led and topical content, while
also spotlighting its trade network. An always-
on television campaign across leading news
channels ensured sustained brand visibility,
collectively reflecting a measured marketing
approach that balanced scale with meaningful
connection.

These strategic initiatives enabled the
Company to deliver steady growth in volumes
amidst a competitive operating environment.
The standalone results are:

• The Company recorded a 4.8% increase in
total sales volume (cement and clinker),
which rose from 36.06 Million tonnes in
2024-25 to 37.81 Million tonnes in 2025-26.

• Net revenue from operations for 2025-26
grown by 7% to ^ 19,311 Crore, as compared
to ^ 18,037 Crore in 2024-25.

• Ratio of premium products vis-a-vis total
trade sales improved from 14.9% in year
2024-25 to 20.8% in year 2025-26.

Overall, the Company’s performance
underscores its ability to adapt to changing
market conditions while staying aligned with
its long-term strategic objectives of profitable
growth, operational efficiency, and sustainable
value creation.

Cost Management: The Company maintains
an unwavering focus on cost reduction and
efficiency enhancement across its operations.
By systematically optimising major cost drivers
such as raw materials, energy usage, logistics,
and fuel, the Company has implemented
robust and industry-leading cost management
practices. As a result of these sustained
initiatives, the Company is widely recognised
as one of the lowest-cost cement producers in
the industry.

a) Raw material cost: Inflationary pressure
on key inputs, particularly gypsum, was
mitigated through proactive procurement,
inventory optimisation, and diversified
sourcing, resulting in stable material
consumption cost of Tl,661 Crore
compared to T1,667 Crore in 2024-25.

b) Power & Fuel: During first half of the year
2025-26, the Company benefited from
softened petcoke prices which helped
control its power & fuel cost meaningfully.
However, in the second half of financial
year, there was an uptick in the prices of
fuel owing to supply side issues of petcoke
and coal. However, a sharpened focus on
increasing the green energy share in total
energy consumption, increasing share of
alternate fuels, alongside robust energy
management practices, significantly
limited the impact. Overall, Power and
Fuel expenses stood at ^ 4,398 Crore in
2025-26, compared to ^ 4,473 Crore in
2024-25.

c) Logistics Cost: During 2025-26, the
Company maintained a strong focus
on optimising logistics costs through
improved alignment of dispatch locations
with demand centers, enhanced
efficiencies across the distribution
network, and the use of IT-enabled
analytics and digital route-optimisation
tools, resulting in better load planning
and reduced transit time. In addition,
the Company deployed electric vehicles
(EVs) for cement deliveries, contributing
to lower operating costs over the long
term while advancing its sustainability
and decarbonisation objectives. Freight
and forwarding expenses were at ^ 4,400
Crore in 2025-26, vis-a-vis ^ 4,155 Crore in
2024-25.

Operating Profit: During year 2025-26, the
Company posted EBITDA of ^ 4,788 Crore
compared to ^ 4,414 Crore in year 2024-25.

Key Financial Ratios

Key financial ratios showing the financial performance of the Company are as under:

Particulars

2025-26

2024-25

%Change

Remarks

Operating Profit Margin
(without other income) (%)

21.70

21.27

2.02%

Profitability ratios improved
due to improved margins driven
by improved realisation and
optimised costs

Net Profit Margin (%)

8.84

6.63

33.33%

Return on Net Worth (%)

7.58

5.64

34.40%

Interest Coverage Ratio (Times)

23.05

21.16

8.93%

Improved primarily due to higher
operating profit (EBITDA)

Debtors Turnover (Times)

26.13

26.87

-2.75%

-

Inventory Turnover (Times)

8.76

6.91

26.77%

Improvement driven by
optimised inventory reduction
coupled with increased net
revenue

Current Ratio (Times)

1.94

1.94

-

-

Debt-Equity Ratio (Times)

0.07

0.04

75.00%

Debt-equity ratio increased
due to increase in short-term
borrowing

Performance of key subsidiaries of the
Company and Ready-Mix Concrete (RMC)
Business for Financial Year 2025-26 is as
under:

Shree Cement East Pvt. Ltd.

Revenue from operations of the Company
for the year 2025-26 increased to ^ 862.99
Crore from ^ 273.15 Crore. Operating loss of
the Company stood at ^ 42.83 Crore against
^ 14.70 Crore in previous year. Company
has commissioned Clinker Grinding unit at
Etah, Uttar Pradesh. With this total cement
production capacity of the Company has
increased to 6.0 MTPA.

Union Cement Company PrJSC

During 2025-26, the Company delivered
strong operational and financial performance.
Revenue from operations increased
significantly from AED 611.96 Million to AED
870.29 Million, driven primarily by a sharp rise
in cement sales volumes. Total sales volumes
grew by 31% to 3.69 Million tonnes in 2025-26,
compared to 2.81 Million tonnes in 2024-25.

Operating Profit also recorded a notable
improvement, supported by higher volumes,
better price realisations and effective cost
optimisation measures, particularly through
increased use of alternative fuel and power.

To support future growth, the Company is
augmenting its cement production capacity
by 2.50 Million tonnes through the installation
of a new cement mill, with commercial

production expected to commence in
September 2026 during 2026-27.

Ready Mix Concrete Business

Building on its entry into the Ready-Mix
Concrete segment, the Company has scaled
up its RMC operations at a rapid pace during
2025-26. As of March 2026, the Company
operates 19 commercial RMC plants across key
markets and 7 captive RMC plants located at
captive project sites. These plants are spread
across five zones namely North, South, East,
West and Central and cover 11 states.

During March 2026, Company inaugurated
10 new commercial RMC plants, which are
expected to be commissioned in Q1 of 2026¬
27. With the commissioning of these plants,
the total RMC plant count will increase to 36,
significantly strengthening the Company’s
operational footprint at the start of FY27.

During 2025-26, the RMC business recorded
a total commercial volume of 5.63 Lakh cubic
meters, registering a growth of 162% over the
previous year, driven by ramp-up of new plants
and improving customer acceptance across
regions.

With a clearly defined roadmap to scale up to
100 RMC plants in next 2-3 years, supported
by rapid commissioning of newly inaugurated
plants and continued emphasis on quality,
sustainability and product differentiation,
the Company is well-positioned to deepen its
presence and emerge as a significant player in
India’s organised Ready Mix Concrete industry.

2. DIVIDEND AND RESERVES

The Board of Directors, during 2025-26,
declared an Interim Dividend of ^ 80/- per
share and has recommended a Final Dividend
of ^ 70/- per share for financial year 2025-26.
The total dividend for 2025-26 aggregates to
^ 150/- per equity share which is 36% more as
compared to aggregate dividend of ^ 110/- per
share paid for financial year 2024-25.

The Board of Directors do not propose to
transfer any amount to the Reserves for the
year 2025-26.

The Board of Directors of the Company in line
with provisions of Regulation 43A of Securities
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (as amended) had approved Dividend
Distribution Policy on 12th August, 2016. The
policy is available on Company’s website
and can be accessed at the link
https://www.
shreecement.com/uploads/cleanupload/
dividend-distribution-policy.pdf.

3. SHARE CAPITAL

During the year under review, there was no
change in the share capital of the Company.

4. MANAGEMENT OUTLOOK OF MACRO
ECONOMY AND INDUSTRY
Indian Economic Developments and Outlook

India continues to stand out as one of the
fastest growing large economies globally,
supported by strong domestic demand, policy
continuity, improving balance sheet health
across sectors, and sustained public capital
expenditure. Despite global headwinds, the
Indian economy has demonstrated notable
resilience and macroeconomic stability.

Real GDP growth for 2025-26 is estimated
at approximately 7.6%, compared to 7.1% in
2024-25 (on revised base year 2022-23 series),
reflecting recovery in government spending,
steady private consumption and revival in
investment activity.

Key Economic Indicators:

• Investment Momentum: Gross Fixed
Capital Formation (GFCF) rose by 7.8%,
reaching 30.0% of GDP, signalling a strong
cycle of asset creation across the country.

• Consumption Recovery: Private Final
Consumption Expenditure (PFCE) reached
its highest level since FY12 at 61.5% of GDP.

• Fiscal Discipline: The Government
successfully navigated global headwinds,
maintaining a fiscal deficit of 4.4% (revised
estimates) for 2025-26, with a further glide
path to 4.3% projected for the coming
year.

• Manufacturing Strength: Manufacturing
activity has shown gradual improvement,
anchored by domestic demand and
policy support and well supported

by the formalisation of the economy
and technology adoption. The
Production-Linked Incentive (PLI)
schemes have encouraged capacity
expansion, localisation, and import
substitution across select industries. The
manufacturing sector’s Gross Value Added
(GVA) grew by approximately 8.4% during
the first half of the fiscal.

• Moderate Inflation and easing credit
policy: Country experienced a significant
disinflationary trend during 2025-26 with
average retail inflation (CPI) for the year
being around 2.5%. RBI announced a
cumulative 100 basis points reduction

in policy rates which improved systemic
liquidity and lowered borrowing costs,
supporting credit growth across retail,
housing, MSME, and corporate segments.
Credit growth remains broad-based,
reflecting improving confidence and
stabilising investment conditions.

• Healthy Balance Sheet of Banks: Banks
remains healthy and resilient with gross
non-performing assets (GNPAs) declining
significantly. Improved asset quality

has enhanced banks’ ability to enhance
credit flow in the economy and support
economic growth.

A pivotal development during 2025-26 was the
landmark decision of GST Council to rationalise
the GST rates. This long-awaited reform of
making a simplified two-tier GST structure
(5% and 18%) shall go a long way in minimising
the cascading effect of taxes across sectors
and help support accelerating the economic
growth of the country.

While the domestic story remains strong with
all cylinders firing and contributing to robust
economic growth, the complex global trade
environment and conflict in the West Asia
has caused sharp disruption in global supply
chains. Prices of crude oil, natural gas, coal and

other products have risen sharply. These may
hamper the economic growth momentum.
Medium-term growth prospects, however,
remain favourable, supported by structural
reforms, infrastructure development, and
demographic advantages.

Cement Industry - Operating Environment

The Indian cement industry is witnessing a
structurally favourable long-term demand
scenario supported by infrastructure
development, urbanisation, housing needs,
and increased formalisation of construction
activity.

During 2025-26, the industry mirrored the
nation's economic growth, acting as a critical
proxy for infrastructure development. Total
cement production reached approximately
499 Million tonnes, supported by a
healthy volume growth of 6.5%-7.5% YoY.
Government's record capital outlay of ^ 11.2
Lakhs Crore in the Union Budget helped
rapid execution of National Infrastructure
Pipeline particularly in high-speed rail
corridors and expressway/ road construction.
Housing led cement demand was bolstered
by PMAY-Urban 2.0 and PMAY-Gramin, which
collectively targeted completion of over
8.2 Lakhs houses during 2025-26. Also, the
residential real estate market in tier 1 and tier
2 cities exhibited healthy demand with sales of
homes priced above ^ 1 Crore growing by 14%
YoY. Overall capacity utilisation of the industry
stood at around 71% during the year.

Industry witnessed a notable shift in
consumption patterns with rising trend in
usage of Ordinary Portland Cement (OPC)
driven mainly by increasing demand from
Ready Mix Concrete players as well as large
construction projects that demand higher
early strength.

Another notable development was the GST
reduction on cement from 28% to 18% which
is expected to act as a massive catalyst

improving affordability and supporting
volume absorption across residential and
infrastructure segment.

While the input cost side was largely stable
during first half, the prices of key inputs
started showing upward trend from the
beginning of second half. Towards the end of
the year, the geopolitical tensions in the West
Asia disrupted supply chains leading to a sharp
spike in the cost of coal, petcoke, packing bags
and other materials. The major impact of this
intense increase on production costs would be
felt in 2026-27.

The cement demand fundamentals remain
strong. This is mainly due to continued
infrastructure investment in roads, railways,
metros, ports, and urban development as well
as elevated Housing demand supported by
demographics, urbanisation, and government
schemes and Gradual recovery in private
real estate and commercial construction.

The industry is therefore highly optimistic
of a favorable demand scenario continuing.
However, the geopolitical events and forecast
of a moderate monsoon may pose a threat to
this favourable outlook.

Ready-Mix Concrete (RMC) Business Outlook

The Ready-Mix Concrete (RMC) segment
in India continues to demonstrate steady
structural growth and increasing relevance.
The segment is expected to grow at a
compound annual growth rate (CAGR) of
approximately 7%-9% over the medium
term. The main growth drivers are increasing
urbanisation and infrastructure-led
construction, rising preference for organised
construction solutions, demand for faster
project execution and improved quality
consistency. The shift towards RMC aligns
with broader trends of formalisation, safety,
sustainability, and productivity enhancement
in the construction ecosystem, providing long¬
term growth opportunities.

To further expand the capacity, the Board has
approved setting up of an Integrated Cement
Plant having clinker capacity of 0.95 MTPA
and cement capacity of 0.99 MTPA at Village
Daistong, in East Jaintia Hills District in the
State of Meghalaya.

In addition to the above, the Company is
actively and strategically pursuing work
on multiple greenfield expansion projects,
currently at various stages of development,
which are expected to play a significant role
in accelerating capacity build-up and firmly
position the Company to achieve its targeted
growth milestones.

6. RISK MANAGEMENT

Recognising the fact that every business is
exposed to various internal and external risks
which require timely identification, assessment
and mitigation, the Company has in place a
robust risk management framework designed
to minimise potential adverse impacts on
business objectives while enabling prudent
risk-taking to leverage emerging opportunities.

The Board of Directors has the overall
responsibility for oversight of the Company's
risk management framework. The Risk

Management Committee of the Board
monitors the effectiveness of risk mitigation
measures and advises the management
on strengthening controls and response
mechanisms wherever required. The actual
identification, evaluation and mitigation
of risks is carried out by the respective
management teams in accordance with the
Company's Risk Management Policy. Risks
are prioritised based on their likelihood of
occurrence and potential impact on the
business. Risks having a high likelihood and
high impact are categorised as "Key Risks”.

During the year, the Company further
strengthened its enterprise risk management
processes in line with evolving business
complexity, expansion of operations,
heightened sustainability expectations and
increased digitalisation. Risk considerations
are integrated into strategic and financial
planning, and key risk indicators are
periodically reviewed to ensure timely
response. The Company continues to align its
risk governance practices with leading global
principles, ensuring that risk management
remains an integral part of decision-making
and performance monitoring.

5. NEW EXPANSION PROJECTS

During the year 2025-26 the Company has completed and commissioned following plants:

Location of unit

Type of Unit

Capacity (MTPA)

Commissioning date

Clinker

Cement

Jaitaran, Rajasthan

Integrated
Cement Unit

3.65

3.0

Clinkerisation Unit- 30th September, 2025
Cement Mill- 12th November, 2025

Kodla, Karnataka

Integrated
Cement Unit

3.65

3.5

Clinkerisation Unit- 24th February, 2026
Cement Mill- 14th March, 2026

The kev risks identified bv the Companv and the mitigation measures adopted are set out below:

Risk

Risk type

Description

Potential business
impact

Mitigation strategy

1. Climate

Strategic /

Increasing

Non-compliance

Targets aligned to

Change &

Regulatory /

expectations

may result in

the national net-zero

Decarbonisation

ESG

to reduce the

penalties, litigation,

ambition with interim

Imperatives (ESG

Company's carbon

or production

milestones. Increased

Compliance and

footprint and need

constraints.

use of alternative fuels

Sustainability)

for alignment with

Transition costs

and raw materials,

national and sector

and potential

expanded renewable

decarbonisation

levies (e.g., higher

energy and waste-heat

pathways,

mining-related

recovery portfolio, and

alongside tighter

taxes) can reduce

investments in energy-

emission norms

margins. ESG

efficient technologies and

and expanding

underperformance

emerging decarbonisation

disclosure

may increase the

levers.

requirements
(including BRSR).
Physical climate
risks (e.g., heat
stress and water
scarcity) may also
affect operations
over time.

cost of capital and
adversely affect
reputation and
market access.

KPIs monitored through
management dashboards.
Proactive regulatory
engagement and robust
disclosure practices,
Board-level governance
through the Risk and
Sustainability Committees.

Risk

Risk type

Description

Potential business
impact

Mitigation strategy

2. Market Demand
Cyclicality
& Industry
Consolidation

Strategic /
Market

While demand
outlook remains
strong, cement
demand is cyclical.
Concurrently, rapid
consolidation and
significant capacity
additions may
create regional
oversupply
and intensify
competitive
dynamics.

Downturns and
overcapacity can
compress margins
through weaker
price realisation and
lower utilisation.
Competitive
pressure may
affect market
share and increase
logistics costs
in oversupplied
regions.

Demand-linked and
market-focused capacity
planning; diversified
geographic footprint;
selective expansion
(brownfield and
debottlenecking) with
balance-sheet discipline.
Emphasis on "capacity,
cost, brand” to protect
competitiveness and
customer franchise.

Ongoing cost
optimisation, product
differentiation, and
scenario-based market
planning with periodic
executive reviews.

3. Energy & Fuel
Price Volatility

Operational
/ Financial

Energy is a
significant
component of
manufacturing
cost. Dependence
on coal and
petcoke, coupled
with import
exposure, creates
vulnerability to
commodity price
movements,
currency
fluctuations, and
supply disruptions.

Higher fuel and
freight costs may
reduce profitability
where cost
increases cannot
be fully passed
through. Supply
constraints can
affect production
continuity,
working capital
requirements,
and relative cost
competitiveness.

Fuel diversification and
capability to optimise
the fuel mix; increased
thermal substitution
through alternative
fuels; diversified supplier
base with defined buffer
inventories. Currency risk
management for imports;
Continued investments
in energy efficiency and
lower-cost power sources
(waste-heat recovery and
renewables), supported by
ongoing monitoring via a
central dashboard.

4. Cybersecurity
& IT System
Resilience

Operational/

Compliance

Expanded
digitalisation
increases exposure
to cyber-attacks
(including
ransomware and
phishing), data
breaches, and IT/
OT disruptions.
Compliance
obligations are
also increasing
under India’s data
protection regime.

Potential
production
disruption, data loss,
regulatory penalties,
financial costs of
remediation, and
reputational impact.
In severe cases,
cyber incidents may
also create safety
risks.

Multi-layered security
controls (network
segmentation, endpoint
protection, monitoring),
periodic vulnerability
assessments and
penetration testing, and
continuous employee
awareness programs.
Incident response and
business continuity
planning supported by
tested backups. Data
protection compliance
readiness, including
strengthening access
controls and governance.

Risk

Risk type

Description

Potential business
impact

Mitigation strategy

5. Supply Chain

Operational

Exposure to

Raw material

Diversified sourcing and

& Logistics

inbound and

shortages and

multiple import origins;

Disruptions

outbound logistics

dispatch disruptions

end-to-end supply chain

constraints,

may reduce

visibility systems and

including imported

production and

defined buffer stocks.

raw materials

impair customer

Multi-modal logistics

(e.g., gypsum and

service. Disruptions

(road/rail/coastal shipping)

fuels), transport

can increase

supported by dedicated

capacity limitations,

procurement and

logistics management.

and disruption

freight costs and

Ongoing monitoring of

risks arising from

may affect working

geopolitical risks with

geopolitical events

capital through

contingency plans for

and extreme

higher inventory

rerouting and alternate

weather.

buffers.

sourcing; supplier
risk assessments and
continuous improvement
initiatives.

6. Talent and

Strategic /

An aging workforce,

Skill gaps can

Structured workforce

Workforce

Operational

shortages in core

reduce operational

planning and succession

Challenges

technical roles,

efficiency and

management;

and rising demand

increase downtime,

strengthened campus

for digital and

hinder digital

hiring and employer

sustainability skill

transformation, and

branding. Increased

sets may create

slow execution of

investment in training and

capability and

growth and ESG

upskilling, with a focus on

succession gaps

initiatives. Burnout

digital and sustainability

over the medium

and attrition

capabilities. Retention

term.

may increase

initiatives, engagement

replacement and

programs, and formal

training costs and

knowledge-transfer

weaken culture.

mechanisms supported by
periodic reporting of key
talent metrics.


7. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The internal control system of the Company
comprises an integrated framework of
policies, procedures, systems, processes,
and established practices, which collectively
support the orderly and efficient conduct of
business; reliability of internal and external
financial reporting; safeguarding of assets; and
compliance with applicable laws, regulations,
and internal policies.

The Company has established and
maintained internal control systems that are
commensurate with the nature, scale, and
complexity of its operations. These controls
include, inter alia, clearly defined policies
and procedures, appropriate information
technology systems, delegation of authority,
segregation of duties, and a structured
internal audit and review mechanism. The
internal financial control framework is
designed to ensure adherence to Company
policies, protection of assets, prevention and
detection of frauds and errors, accuracy and
completeness of accounting records, and
the timely preparation of reliable financial
information. The framework is aligned with the
requirements of the Companies Act, 2013 and
is consistent with generally accepted industry
practices.

The Company periodically evaluates both the
design adequacy and operating effectiveness
of its internal controls across functions and
locations through a comprehensive internal
audit programme. Internal audit activities
are carried out by a suitably qualified and

experienced in-house audit team, which brings
institutional knowledge of the Company’s
operations, industry dynamics, and risk
environment. In addition, to further strengthen
the internal control environment and bring
in external perspectives, the Company has
engaged an independent professional firm
to conduct internal audits and operational
reviews across its locations. The external
firm’s domain expertise supports process
optimisation and the identification of best
practices that can be standardised and
deployed across the organisation.

Based on internal audit observations,
process owners are responsible for timely
implementation of agreed corrective actions
within their respective areas. Significant audit
findings and the status of remedial actions
are periodically placed before the Audit
Committee of the Board. The Audit Committee
reviews and evaluates the adequacy and
effectiveness of the Company’s internal
financial control systems on a regular basis.

In view of the Company’s growth and
geographical expansion, a detailed review of
standard operating procedures and control
mechanisms across business verticals was
undertaken during the year, with a focus
on assessing continued relevance and
effectiveness and identifying opportunities for
further strengthening. Corrective and remedial
measures arising from this review are being
implemented on an ongoing basis.

Reporting of fraud instance

During the year 2025-26, one financial
irregularity was observed during routine
verification of vendors ledger by the finance
team in the payment made to a transporter at
Company’s Aurangabad, Bihar Grinding Unit.
Transactions value of the same was around
^ 10 Crore. The same was immediately
informed to the Statutory Auditor.

Upon receipt of information and response
of Audit Committee, the Statutory Auditors
had duly reported the matter to Central
Government in terms of Section 143(12) of
Companies Act 2013 read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014
in e-from ADT-4. Please refer Independent
Auditor’s Report on the standalone financial
statements.

The Company has taken all necessary
corrective and remedial steps in relation to this
matter.

8. HUMAN RESOURCES / INDUSTRIAL
RELATIONS

The Company continued to strengthen its
human capital capabilities during the year
2025-26, recognising that people remain
the cornerstone of sustainable growth and
competitive advantage. As the Company
expands its operations, undertakes capacity
additions and embraces higher levels of
digitalisation, its human resource strategy
remains focused on building a future-ready,
agile and performance-oriented organisation.

The Company maintained a sharp focus on
strengthening its talent pipeline through a
structured and long-term "build over buy”
approach. Campus recruitment continued to
be a key pillar of this strategy, enabling the
Company to attract bright young talent and
nurture them through structured induction,
mentoring and deployment programs. During
the year, the Company hired management
trainees and graduate engineer trainees from
reputed campuses across India, covering
engineering and management disciplines.
These recruits undergo comprehensive
induction programs covering the entire
cement value chain, including classroom
sessions, plant exposure and interactions with
senior leadership, enabling a smooth transition
into professional roles.

Simultaneously, sustained emphasis
was placed on leadership and capability
development across levels. Learning and
Development initiatives were further
strengthened through a mix of structured
classroom programs, on-site functional
trainings, leadership development
interventions and enhanced use of digital
learning platforms. The Company’s Learning
Management System (LMS), integrated with
the HRMS, provides employees access to a
wide range of self-paced learning modules
covering safety, compliance, functional skills,
digital tools, communication and cyber
security. Adoption of digital learning continued
to increase, reinforcing a culture of continuous
learning and self-development across the
organisation.

To strengthen internal talent mobility and
career progression, the "Internal Job Posting
(IJP)” initiative continued to gain traction
during the year. This program enables
employees to explore opportunities across
functions and locations, thereby fostering
cross-functional exposure, internal capability
building and higher employee engagement,
while reducing dependency on external hiring
except where new skills are required.

Performance Management and Employee
Development

The Company continued to refine its
performance management framework
to ensure transparency, meritocracy and
alignment with business objectives. Regular
performance and development dialogues
between managers and employees are
encouraged, promoting a feedback-driven
culture focused on individual growth, role
clarity and organisational effectiveness. This
approach supports the development of future
leaders while maintaining high standards of
performance and accountability.

The Company remains committed to fostering
an inclusive and equitable workplace. Gender
diversity continued to be an important focus
area, particularly at the entry level, with a
growing proportion of women recruits through
campus hiring. Policies and practices aimed at
providing equal opportunity and a respectful
work environment remain firmly embedded
across operations.

Employee engagement continued to be a
strong area of emphasis. The Company once
again participated in the Great Place to Work®
survey, which serves as an important platform
to capture employee feedback across all
locations and functions. The results for 2025-26
reflected further improvement in employee
sentiment, with higher participation rates
and positive response levels as compared to
the previous year. Based on these results, the
Company has been awarded the Great Place to
Work® Certification in February 2026 for next
twelve months period reaffirming the trust of
employees and the strength of the Company’s
people practices.

Industrial Relations

The Company believes that harmonious
industrial relations are critical to operational
stability and long-term success. Consistent
efforts were made to maintain open
communication, foster mutual trust and
address employee concerns through
constructive dialogue. Employee relations
across all units remained cordial and stable
throughout the year.

As on 31st March, 2026, the total number of
employees stood at 7,157.

As the Company continues to expand
capacity, enter new business segments
and enhance digital adoption, its workforce
requirements are expected to evolve in
terms of scale, skill mix and leadership
depth. The Company remains committed
to building an agile, high-performance and
value-driven organisation by investing in talent
development, nurturing internal leadership,
fostering inclusivity and strengthening
organisational culture.

The Company will continue to follow the
"Shree Way”, ensuring that every employee
is provided a fair opportunity to excel based
on capability, competence and performance,
while upholding the highest standards
of ethical conduct, innovation, quality
consciousness and cost discipline across all
operations.

9. OCCUPATIONAL HEALTH AND SAFETY

Following a ‘Safety First’ approach, the
Company places the highest priority on health
and safety. To embed this focus across the
organisation, it has developed a strong safety
management system aligned with the globally
recognised ISO 45001 standard. The Company
during the 2025-26 continued its strong
commitment towards embedding safety as
a core value, demonstrating that safety is not
a one-time effort but a continuous discipline.

A dedicated Safety Department, manned by
experienced professionals, focuses on building
a strong Safety Culture across the organisation,
with various safety initiatives regularly reported
to the Board of Directors on a quarterly basis.

Safety Standards and Mandatory Rules: To

serve as the foundation for safe operations,
the Company successfully rolled out
comprehensive safety standards covering
Machine Guarding, Isolation and Lockout,
Vehicle and Traffic Safety, and Scaffolding.

In addition, Ten Mandatory Safety Rules
(MSR) were established as non-negotiable
guidelines to reinforce day-to-day practices
and ensure every employee adheres to critical
requirements. This approach emphasises that
true safety excellence is achieved through
the steady, everyday actions of employees—
such as checking guards, following lockout
procedures, and respecting traffic rules—which
create a powerful, lasting impact.

Risk Management and Safety Themes:

Recognising that hazards are dynamic,
the Company has prioritised a proactive,
Risk-Based Approach alongside its
structured hazard identification processes.
Comprehensive training was delivered to
empower individuals to proactively identify,
assess, and mitigate risks before they escalate.

To enhance focus and engagement, a Monthly
Safety Theme concept was introduced,
dedicating each month to specific topics like
Hot Work, Machine Guarding, and Vehicle &
Traffic Safety. These themes were reinforced
across all sites through Gate Meetings, quizzes,
Tool-Box Talks (TBT), and Safety Observation
Tours conducted by senior leadership to
identify unsafe acts and conditions. The
Company also introduced "Shreemaan,” a
Safety Buddy providing weekly safety tips, and
ensured the regular sharing of Safety Alerts
to communicate lessons learned and prevent
accidents.

Training and Engagement Performance:

Safety Committees have been established
at all manufacturing units, ensuring equal
representation from management and non¬
management employees, to continuously
assess safety concerns and implement
effective initiatives. To equip the workforce
with the necessary knowledge and tools,
extensive training programs were designed
to build hazard awareness, strengthen risk
management skills, and encourage personal
ownership of safety.

During 2025-26, substantial engagement was
achieved:

• Staff and Contract Worker Training: 337
programs successfully trained 5545 staff
members, while 1,672 programs covered
28,268 contract workers.

• Safety Induction and Specialised Training:
30,358 individuals participated in safety
inductions, and 6,790 truck drivers were
trained across 445 dedicated programs.

• Tool-Box Talks: A massive outreach of
2,64,167 participants was achieved across
28,402 sessions.

Occupational Health and Employee
Wellbeing:
To ensure high-quality healthcare
services, the Company maintains Occupational
Health Centers (OHCs) staffed by qualified
doctors at all plant locations and within
every township. Annual health check-ups are
conducted for both employees and contract
workers. The Company considers continuous
skill upgradation and employee wellbeing
key to sustainable growth. Broadening its
healthcare scope, the Company organised
expert-led awareness programs focusing on
holistic health, mental wellness, and lifestyle
diseases. Healthcare support is also actively
extended to nearby villages based on local
requirements.

Monitoring and Continuous Improvement: All

safety initiatives and engagement programs
are designed for continuous monitoring and
improvement. Through an established internal
audit protocol, the Company evaluates its
overall safety performance, reviews procedures,
and assesses fire and safety controls.

Findings are addressed promptly by relevant
departments.

10. SUSTAINABILITY

The Company has embedded sustainability as
a fundamental aspect of its business model,
emphasising environmental conservation,
the preservation of natural resources, and
improved resource efficiency. Sustainability
remains at the core of its strategy, reflected in
several key initiatives:

a) Increasing use of power from green
sources:
The Company has retained its
leadership in utilising green electricity,
incorporating Waste Heat Recovery
(WHR), Wind, and Solar into its total
energy consumption. The Company’s
green power generation capacity stood
at 634.50 MW at the end of 2025-26,
an increase of 9% from 582 MW at the
beginning of 2025-26. This has resulted in
increased proportion of green electricity
from 56.1% to 62.1% in total electricity
consumption in 2025-26. The Company
is actively adding further solar and WHR
capacity to improve its ratio of green
power consumption. The Company
continues to operate one of the largest
WHR capacities in the global cement
industry, excluding China. The operational
efficiency of the Company’s WHR output
is regarded as one of the best in the
industry.

b) Energy Conservation : Energy
conservation remains a key priority,
fuelling innovations and capital
investments that deliver reduced carbon
emissions and optimised production costs.
Key Performance Indicators for 2025-26
show electricity consumption at 65.5 kWh/
ton of cement and fuel consumption at
745 KCal/kg of clinker. Details on energy
conservation initiatives are enclosed at
Annexure - 2 and forms part of this report.
Under the Perform, Achieve & Trade (PAT)
Scheme, the Company generated a total
of 271,674 ESCerts across PAT Cycles I,

II, and III, successfully trading 94,042 of
them on the Indian Energy Exchange. The
Company overachieved its targets for PAT
Cycle VI & VII and is entitled to claim an
additional 1,11,496 ECerts.

c) Carbon Emissions & Carbon Credit
Trading Scheme (CCTS):
The Company
has established Science Based Targets
to lower carbon emissions through
optimising energy consumption,
expanding green electricity usage,
and integrating alternative fuels. The
Government of India has replaced the PAT
scheme with the Carbon Credit Trading
Scheme (CCTS), shifting the compliance
focus to the direct reduction of
greenhouse gas emission intensity. Under
CCTS, four of the Company’s integrated
plants and three grinding units have been
assigned stringent carbon-reduction
targets. The Company has initiated
necessary steps to achieve the targets
assigned to it.

d) Alternative Fuels: The Company has
made substantial investments to
broaden the use of alternative fuels
in its operations, including hazardous
waste sourced from various industries
like High CV and low CV solvents, liquid
wastes, municipal solid waste (MSW),
and agricultural crop residues (like
mustard husk, soya husk, and bagasse) as
substitutes for fossil fuels. The Company
replaced over 295 Billion kCal of heat from
fossil fuels with agro waste (crop residue)
in 2025-26. During 2025-26, the Thermal

Substitution Rate (TSR) in kilns improved
to 2.76%, up from 2.41% in the previous
year. An Alternative Fuel feeding system
is installed at Kodla unit to support higher
alternate fuel usage, with similar systems
currently being installed at Nawalgarh and
Raipur.

e) Alternative Raw Material & Green
Products:
The Company actively utilises
synthetic gypsum produced in-house
to replace the consumption of mineral
gypsum. The company continues to
prioritize reducing its reliance on clinker,
thereby conserving natural resources,
lowering emissions, and promoting a
circular economy through the use of

fly ash and GBF slag. In 2025-26, the
Company’s alternative raw material
consumption reached 11.53 Million
tonnes, accounting for 23.84% of total raw
material usage. During 2025-26, blended
cement constituted 64.4% of total cement
production, amounting to 214.9 Lakh MT.
The Company’s blended cement products
and Autoclaved Aerated Concrete
(AAC) blocks hold Greenpro Ecolabel
certification which signifies their reduced
environmental impact compared to other
similar products available in the market.

f) Environment Management: Our

waste management is driven by robust
monitoring systems, and partnerships
with authorized recyclers and disposal
agencies, focusing on reducing
environmental impact and promoting
circular resource use across operations.
The Company has a robust Environment
Management System (ISO 14001:2015) in
place that undergoes regular internal and
external audits. During 2025-26, 1,78,556
saplings were planted at Integrated Units
(96% survival rate) and 17,350 saplings at
Grinding Units (86% survival rate).

g) Water Conservation: Water conservation
is a key priority for the Company, driven
by a comprehensive strategy to optimise
water use, recycle wastewater, and
enhance water availability. Freshwater
consumption is reduced through Air¬
Cooled Condensers and Waste Heat
Recovery-based power plants at thermal
operations. Rainwater harvesting systems
and the use of non-operational mine pits

14. SUBSIDIARY AND ASSOCIATES COMPANIES

The Company has following subsidiaries and associates Companies:

Sl.

No.

Name of Subsidiaries

Nature of Interest

1.

Shree Global FZE

Wholly Owned

2.

Raipur Handling and Infrastructure Private Limited

Subsidiaries

3.

Shree Cement East Private Limited

4.

Shree Cement South Private Limited

5.

Shree Cement Mauritius Limited (incorporated on 18th March, 2026)

6.

Shree Enterprises Management Ltd.

Step-down

7.

Shree International Holding Ltd.

Subsidiaries

8.

Union Cement Company PrJSC

9.

Suratgarh Ash Handling LLP (incorporated on 18th February, 2026)

Associate Company

for water storage support groundwater
recharge and conservation. The Company
maintains Zero Liquid Discharge (ZLD)
system at all manufacturing locations and
recycles 100% of wastewater, including
sewage, for horticulture, dust suppression,
and manufacturing processes. Through
efficiency measures and the use of treated
municipal sewage water, the Company
has achieved water positivity of over eight
times its freshwater consumption.

h) ESG Rating & Reporting: The Company’s
Corporate Sustainability Assessment
(CSA) Score in the S&P Global Dow Jones
Sustainability Indices (DJSI) improved

to 74 in 2025, up from 72. CARE ESG
Ratings Limited assigned the Company
an ESG Rating Score of 70.8 and a
Rating Symbol of "CareEdge-ESG 1”.

This progress highlights the Company’s
firm commitment to sustainability and
its continuous efforts to strengthen
environmental, social, and governance
(ESG) standards.

i) Awards and accolades: Owing to
its initiatives in sustainability realm,
the Company has earned significant
recognition for its sustainability leadership
by being listed for the first time

among India’s Top 60 Most Sustainable
Companies (IMSC) 2024-25 at the BW
Businessworld IMSC Awards held in New
Delhi. Additionally, the Company received
the QCFI - Hyderabad Chapter 4th National
Environment & Sustainability Awards,
winning a total of 10 awards across
key areas such as sustainable mining,
decarbonisation, renewable energy,
energy efficiency, productivity, and health
& safety, showcasing excellence in best
sustainability practices.

11. CORPORATE GOVERNANCE

Your Directors reaffirm their continued
commitment to good corporate governance
practices. During the year under review,
Company was in compliance with the
provisions relating to corporate governance
as provided under the Securities Exchange
Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (as
amended). The compliance report is provided
in the Corporate Governance section of this
Annual Report.

12. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In terms of Regulation 34 of Securities
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (as amended) read with relevant SEBI
Circulars, Company is releasing Business
Responsibility and Sustainability Report
(‘BRSR’) as part of this Annual Report
covering new reporting requirements on ESG
parameters. The Company is also working on
value chain disclosure (BRSR Core) applicable
from 2026-27. The BRSR seeks disclosure on
the performance of the Company against
nine principles of the ‘National Guidelines on
Responsible Business Conduct’ (‘NGRBCs’).

13. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135
of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of
the Company has constituted a Corporate
Social Responsibility Committee viz. CSR
and Sustainability Committee, chaired
by an Independent Director. The major
CSR thrust areas of the Company include
healthcare, education, women empowerment,
infrastructure support, integrated rural
development, etc. which are aligned to the
areas specified under Schedule VII to the
Companies Act, 2013 and integrated with
national priorities. During the year 2025-26, the
Company has incurred an amount of ^ 55.76
Crore on CSR activities in compliance with
Section 135 of the Act. The Annual Report on
CSR activities of 2025-26 with requisite details
in the specified format as required under
Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended) is enclosed at
Annexure - 1 and forms part of this report. The
CSR Policy of the Company may be accessed
on website of the Company at
https://www.
shreecement.com/investors/policies.

Audited financial statements of the
subsidiaries of the Company are available
on the website of the Company. The
shareholders who wish to receive a copy
of the Annual Financial Statements of the
Subsidiary Companies may request the
Company Secretary for the same. The policy for
determining material subsidiaries as approved
by the Board can be accessed on the website
of the Company at
https://www.shreecement.
com/investors/disclosure-regulation.

Pursuant to section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts)
Rules, 2014, a statement containing salient
features of the financial statements of the
subsidiary/associate companies in prescribed
Form AOC-1 is given in the Consolidated
Financial Statements of Company and forms
part of this Annual Report.

15. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the
Company have been prepared as required in
terms of provisions of Companies Act, 2013 and
Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 by following the applicable
Accounting Standards notified by the Ministry
of Corporate Affairs and forms part of this
Annual Report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies
Act, 2013, the Board of Directors of the
Company, to the best of their knowledge and

belief and according to the information and

explanations obtained by them, state that:

• In the preparation of the annual accounts
for the year ended 31st March, 2026, the
applicable accounting standards have
been followed and there are no material
departures from the same;

• They have selected such accounting
policies, judgments and estimates that
are reasonable and prudent and have
applied them consistently so as to give a
true and fair view of the state of affairs of
the Company as at 31st March, 2026 and of
the statement of Profit and Loss as well
as Cash Flow of the Company for the year
ended on that date;

• 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 the Company
and for preventing and detecting fraud
and other irregularities;

• The annual accounts have been prepared
on a going concern basis;

• Necessary internal financial controls have
been laid down by the Company and the
same are commensurate with its size of
operations and that they are adequate
and were operating effectively; and

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

17. PERFORMANCE EVALUATION OF BOARD, ITS
COMMITTEES & INDIVIDUAL DIRECTORS

In terms of requirements of Securities
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 and provisions of Companies Act, 2013,
Nomination cum Remuneration Committee
of the Board of Directors of the Company
specified the manner for effective evaluation
of performance of Board, its Committees and
Individual Directors.

Based on the same, the Board carries out an
annual evaluation of its own performance,
performance of its Committees, Individual
Directors including Independent Directors.
Company adopted the evaluation parameters
as suggested by the Institute of Company
Secretaries of India and Securities and
Exchange Board of India with suitable changes
from Company’s perspective. The performance
of the Board is evaluated by the Board on the
basis of criteria such as Board composition and
structure, effectiveness of Board processes,
information flow to Board, functioning of the
Board, etc. The performance of Committees
is evaluated by the Board on the basis of
criteria such as composition of Committees,
effectiveness of Committee working,
independence, etc. The Board evaluates the
performance of individual Director on the basis
of criteria such as attendance and contribution
of Director at Board/Committee Meetings,
adherence to ethical standards and code
of conduct of the Company, inter-personal
relations with other Directors, meaningful and
constructive contribution and inputs in the
Board/ Committee meetings, etc.

Company appoints an External Facilitator for
the purpose of carrying out the performance
evaluation in a fair and transparent manner.

Structured questionnaires are circulated
to Board Members for providing feedback
on various parameters (as stated above)
including performance of Board / Committees/
Directors, engagement levels, independence
of judgment and other criteria. This is followed
with review and discussions at the level of the
Board.

In a separate meeting of the Independent
Directors, performance evaluation of Non¬
Independent Directors, the Board as a whole
and performance evaluation of Chairman is

carried out, taking into account the views
of Executive and Non-Executive Directors.

The quality, quantity and timeliness of the
flow of information between the Company
Management and the Board, which is
necessary for the Board to effectively and
reasonably perform their duties are also
evaluated in the said meeting.

18. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Mr. Sanjiv Krishnaji Shelgikar (DIN: 00094311)
had completed his second consecutive term
of five years as an Independent Director
and consequently ceased as Director of the
Company w.e.f. the close of business hours on
4th August, 2025.

The Board of Directors of the Company in its
meeting held on 28th October, 2025, appointed
Mr. Chandra Kumar Dhanuka (DIN: 00005684)
as an Independent Director of the Company
w.e.f. 28th October, 2025 for a term of five
consecutive years. The same was approved by
the Members of the Company through Postal
Ballot resolution passed on 12th December,
2025.

The Board of Directors of the Company in their
meeting held on 6th February, 2026, approved
the re-appointment of Mr. Hari Mohan Bangur
(DIN: 00244329) as Whole Time Director,
designated as Chairman of the Company for
a period of 5 (five) years commencing from
1st April, 2026. The same was approved by the
Members of the Company through Postal
Ballot resolution passed on 20th March, 2026.

In accordance with section 149(7) of the
Companies Act, 2013 and Regulation 25(8)
of the Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, each
Independent Director has given a declaration
to the Company confirming that he/she meets
the criteria of independence as specified
under section 149(6) of the Companies Act,
2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. They have
also confirmed the compliance of Rule 6 of the
Companies (Appointment and Qualification
of Directors) Rule, 2014 regarding inclusion of
their names in the databank of Indian Institute
of Corporate Affairs (IICA).

The Board is of the opinion that the
Independent Directors of the Company,
including those appointed during the year,
possess requisite qualifications, expertise
and experience and they hold the highest
standards of integrity.

In terms of the provisions of the Companies
Act, 2013, Mr. Hari Mohan Bangur (DIN:
00244329), Chairman; Mr. Prashant Bangur
(DIN: 00403621), Vice Chairman; Mr. Neeraj
Akhoury (DIN: 07419090), Managing Director;
Mr. S. S. Khandelwal, Company Secretary and
Mr. Subhash Jajoo, Chief Finance Officer, are
the Key Managerial Personnel of the Company.

In accordance with the provisions of
the Companies Act, 2013 and Articles of
Association of the Company, Mr. Prashant
Bangur (DIN: 00403621), Director of the
Company (designated as Vice Chairman)
will retire by rotation in the ensuing Annual
General Meeting (AGM) and being eligible,
offers himself for re-appointment. The
Board recommends the re-appointment
of Mr. Prashant Bangur as director of the
Company. His reappointment at the 47th
AGM as a director retiring by rotation would
not constitute a break in his tenure of
appointment.

19. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures pertaining to remuneration and
other details as required under section 197(12)
of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 are provided at
Annexure - 3.

In terms of the provisions of section 197(12) of
the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, a statement showing the particulars
of the top ten employees and employees
drawing remuneration in excess of the limits
as provided in the said Rules is enclosed at
Annexure - 4.

20. AUDITORS

I. Statutory Auditors

M/s. B R Maheswari & Co LLP, Chartered

Accountants (Firm’s Registration No.

001035N/N500050) were appointed as

Statutory Auditors of the Company, in the
Annual General Meeting held on 28th July,
2022, for a term of 5 (five) consecutive
years from the conclusion of 43rd Annual
General Meeting till the Conclusion of
48th Annual General Meeting. They have
given their report on the Annual Financial
Statements for the Financial Year 2025-26.

The Audit Report does not contain any
qualification, reservation or adverse
remark.

II. Secretarial Auditors

M/s. Pinchaa & Co., Jaipur, Practicing
Company Secretaries, (Firm Registration
No. P2016RJ051800) were appointed as
Secretarial Auditor of the Company, in
the Annual General Meeting held on
4th August, 2025, for a term of 5 (five)
consecutive years commencing from 1st
April, 2025, till 31st March, 2030. They have
submitted their Secretarial Audit report for
the Financial Year 2025-26 in prescribed
format and the same is enclosed at
Annexure - 5.

The Secretarial Audit Report does not
contain any qualification, reservation or
adverse remark.

III. Cost Auditors

The Cost Auditors are in the process of
conducting the audit of cost records for
year 2025-26 and shall submit their report
in due course. In terms of the provisions
of section 148 of the Companies Act, 2013
read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, the
Board of Directors of the Company have
appointed M/s. K. G. Goyal & Associates,
Cost Accountants (Firm Registration
No. 000024) to conduct the cost audit
for the financial year ending 31st March,
2027 at a remuneration as stated in the
Notice convening the 47th Annual General
Meeting of the members. As required
under the Companies Act, 2013, the
remuneration payable to cost auditors
has to be placed before the Members
at the general meeting for ratification.
Hence, a resolution seeking ratification of
remuneration by the Members, payable to
the Cost Auditors, forms part of the Notice
of the ensuing 47th AGM.

21. OTHER DISCLOSURES

a) Composition of Audit Committee: The

Audit Committee comprises of Mr. C.K.
Dhanuka as Chairman, Mr. Zubair Ahmed,
Ms. Uma Ghurka, Mr. Sushil Kumar
Roongta and Mr. Neeraj Akhoury as other
Members. More details are given in the
Corporate Governance Report. All the
recommendations made by the Audit
Committee were accepted by the Board.

b) Details of Meetings of Board and its
Committees:
The Board of Directors of
the Company met 4 times during the
year to deliberate on various matters. The
meetings were held on 14th May, 2025,

4th August, 2025, 28th October, 2025 and
6th February, 2026. Further details are
available in the Corporate Governance
Report forming part of this Annual
Report. The intervening gap between
the meetings was within the period
prescribed under the Companies Act, 2013
and the Securities Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

c) Annual Return: In terms of section 92(3)
of the Companies Act, 2013 and Rule 12
of the Companies (Management and
Administration) Rules, 2014, the Annual
Return of the Company is available on
the website of the Company at link
https://www.shreecement.com/investors/
shareholder-information

d) Particulars of Loans, Guarantees or
Investments:
Details of Loans, Guarantees
and Investments covered under the
provisions of section 186 of the Act read
with the Companies (Meetings of Board
and its Powers) Rules, 2014 are given

in Notes to the standalone financial
statements.

e) Related Party Transactions: All Related
Party Transactions during the financial
year 2025-26 were on arm’s length basis
and in ordinary course of business. They
were all in compliance with the applicable
provisions of the Companies Act, 2013
and the Securities Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All
such transactions are placed before the
Audit Committee for review/approval.

The necessary omnibus approvals have

been obtained from the Audit Committee
wherever required. There were no material
Related Party Contracts/ Arrangements/
Transactions made by the Company
during the year 2025-26 that would have
required Shareholders’ approval under
provisions of section 188 of the Companies
Act, 2013 or of the Securities Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015. The Company has adopted a Related
Party Transactions Policy duly approved
by the Board, which is uploaded on the
Company’s website & may be accessed at
https://www.shreecement.com/investors/
disclosure-regulation

Further, in terms of Securities and
Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the transactions with
person/entity belonging to the promoter/
promoter group holding 10% or more
shareholding in the Company are as
under:

Name
of the
Entity

% Holding
in the
Company

Amount

in

Lakh)

Nature of
Transaction

Shree

Capital

Services

Ltd.

24.90

72.43

Services

Received

0.34

Services Given

Digvijay

Finlease

Ltd.

11.74

0.34

Services Given

f) Deposits from Public: The Company
has not accepted any deposits from the
public covered under Chapter V of the
Companies Act, 2013 and as such, no
amount on account of principal or interest
on deposits from public was outstanding.

g) Managing the Risk of Fraud, Corruption
and Unethical Business Practices

Vigil Mechanism/Whistle Blower
Policy:
The Company has adopted a
whistle blower policy and established the
necessary vigil mechanism for employees
and Directors to report concerns about
unethical behaviour. The policy provides
for adequate safeguards against
victimisation of employees who avail the
mechanism and also provides for direct
access to the Chairman of the Audit
Committee. The whistle blower policy
may be accessed on the website of the

Company at https://www.shreecement.
com/investors/disclosure-regulation

Code of Conduct: Company believes in
the principle of trust which can be derived
through ethical practices, transparency
and accountability to stakeholders.
Keeping the same into account, the
Company has in place a "Code of
Conduct”. Every director and employee
is required to adhere to the same. The
details of the code of conduct can be
accessed on the website of the Company
at
https://www.shreecement.com/
investors/disclosure-regulation

Anti-Bribery and Anti-Corruption
Policy:
To conduct the business in an
ethical, honest and transparent manner,
the Board of Directors of the Company
has adopted an Anti- Bribery and Anti¬
Corruption Policy. Company has zero
tolerance approach toward bribery and
corruption. The Policy applies to all the
directors and employees of the Company
and its subsidiaries including third parties
who are working on behalf of Company/
its subsidiaries. The details of the policy
can be accessed on the website of the
Company at
https://www.shreecement.
com/investors/policies

h) Remuneration Policy: Company firmly
believes in nurturing a people-friendly
environment which is geared to drive the
organisation towards high and sustainable
growth. Each and every personnel
working with the Company strives to
achieve the Company’s vision of being
the best in the industry. Its remuneration
policy is therefore designed to achieve
this vision. The policy has been approved
by the Board on the recommendation
of Nomination cum Remuneration
Committee. The policy is applicable to
Directors, Key Managerial Personnel,
Senior Management and other employees
of the Company. The policy provides
that while nominating appointment of
a Director/KMP/ Senior Management,
the Nomination cum Remuneration
Committee shall consider the level and
composition of remuneration which
is reasonable and sufficient to attract,
retain and motivate the Directors / KMP/
Senior Management for delivering high

performance. The Remuneration Policy
can be accessed on the website of the
Company at
https://www.shreecement.
com/investors/disclosure-regulation

i) Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at
Workplace:
The Company has complied
with the provisions of the constitution
of the ‘Internal Committee’ as per the
requirement of the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
("POSH Act”). The Company has adopted
"Prohibition of Sexual Harassment
Policy” which provides the mechanism
to redress complaints reported under
the said Act. As provided by the POSH
Act, the Company has formed Internal
Complaints Committees (ICC) at all
workplaces to cover all Units, Sales offices,
Regional office and corporate offices. The
Internal Committee (IC) is comprised of
internal members and external members
who have extensive experience in the
field. Details of complaints under sexual
harassment during the financial year
2025-26 are as below:

Particulars

Number of
Complaints

Number of complaints of

NIL

sexual harassment received

in the year

Number of complaints

NIL

disposed off during the

year

Number of cases pending
for more than ninety days

NIL

j) Material Changes after the Close of
the Financial Year:
There have been no
material changes and commitments
which have occurred after the close of the
year till the date of this report, affecting
the financial position of the Company.

k) Significant and Material Orders passed
by the Regulators or Courts:
No

significant material orders have been
passed by the Regulators or Courts or
Tribunals which would impact the going
concern status of the Company and its
future operations.

However, during the year, the Ministry of
Corporate Affairs (MCA) has initiated an
investigation under Section 210(1)(c) of the
Companies Act, 2013, via a communication
received from the Regional Director,
North-Western Region. As part of the
investigation, the Company has supplied
the requisite details to the regulatory
authority.

l) Maintenance of Cost Records: 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 made and maintained by the
Company.

m) Corporate Insolvency Resolution Process
initiated under the Insolvency and
Bankruptcy Code, 2016:
The Company
has neither filed any application, nor

any proceeding is pending against the
Company under the Insolvency and
Bankruptcy Code, 2016, during 2025-26.

n) 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:
The Company
has not made any one-time settlement,
therefore, the same is not applicable.

o) Confirmation under the Maternity
Benefit Act 1961:
The Company confirms
material compliance of the provisions
relating to the Maternity Benefit Act, 1961.

p) Compliance with Secretarial Standards:

Company has complied with the
Secretarial Standards issued by Institute
of Company Secretaries of India (ICSI)
on Board Meetings (SS- 1) and General
Meetings (SS-2).

22. ACKNOWLEDGEMENT

The Directors wish to place on record their
sincere gratitude to the Central and State
Governments and local authorities for their
continued cooperation and valuable support.
They also take this opportunity to express
their heartfelt appreciation for the dedication,
commitment, and high level of engagement
demonstrated by every member of the
Shree family, without whom the Company’s
consistent and exemplary performance year
after year would not have been possible. The
Directors further extend their thanks to all
stakeholders, including customers, dealers,
suppliers, lenders, transporters, advisors, and
the local community, for their continued
trust and collaborative association with the
Company. The Directors are also deeply
thankful to the Members of the Company for
the confidence and faith reposed in them.

For and on behalf of the Board
H. M. Bangur

Date: 6th May, 2026 Chairman

Place: Kolkata DIN: 00244329

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