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 INDUSTRYIndian 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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