for the year ended 31 st March, 2024

Dear Members,

The Directors have pleasure in presenting the 48th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS ft in Lakhs)

2. OVERALL PERFORMANCE

Performance of the Company has been comprehensively covered in the Management Discussion and Analysis, which forms a part of Directors' Report.

3. DIVIDEND

The Board of Directors at their meeting held on 1 st May, 2024 has recommended payment ofRs 1.50 (@15%) per equity shares of the face value of Rs 10/- each as final dividend for the financial year ended 31 st March, 2024. The Payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as of close of business hours on Saturday, 20th July, 2024 on approval by the Shareholders at the Annual General Meeting.

In view of the provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall accordingly make the payment of the final dividend after deduction of Tax at Source. The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial

year under review and in terms of Dividend Distribution Policy.

The Dividend Distribution Policy is available on the website of the Company at https://www.mangalamcement.com /pdf/policy/Dividend_distribution_policy.pdf

4. TRANSFER TO GENERAL RESERVE

The Directors have not proposed to transfer any amount to the General Reserve.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Management Discussion and Analysis Report forms part of this Report.

6. WIND TURBINES

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW. During the year, total generation from all the turbines together was 153.91 lakhs Kwh.

7. CAPTIVE THERMAL POWER PLANT

Your Company has a 35MW (17.5x2) of captive Thermal Power Capacity and during the year the total generation was 1,162.95 lakhs Kwh from the Captive Power Plant (CPP). It has also secured sufficient long-term sourcing for its requirement of Thermal Coal for the CPP.

8. WASTE HEAT RECOVERY PLANT

The Waste Heat Recovery (WHR) Power Plant of 11 MW is running at its optimum capacity. This lowers the power costs for the Company as well as, shall help to lower the impact of any fuel and power cost rise in future. The total generation from the Waste Heat Recovery Plant during the year was 721.38 lakhs Kwh.

9. SOLAR POWER

The Solar Panels of 0.50 MW has been installed at Aligarh Unit as per requirement and is fully operational.

10. FINANCE

During the period under review, the Company has made repayment/pre-payment of term loan of Rs 109.92 Crores to various banks.

During the period under review, the Company has availed various long term and short term credit facilities from various bankers from time to time as required.

11. RISK MANAGEMENT

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation. Detailed disclosure on risks identified and mitigation steps have been included in the Management Discussion and Analysis set out in this Annual Report.

The Board of Directors have constituted a Risk Management Committee, the details of composition of the Committee and meetings held during the financial year 2023-24 are provided in the Corporate Governance Report, which is an integral part of this Annual Report.

12. CREDIT RATINGS

During the year under review, CARE Ratings Limited ("CARE¹) has reaffirmed the existing rating for long term facilities/instruments of the Company as CARE A+; stable (Single A plus; outlook: stable).

Further, CARE has also reaffirmed its rating for Company's short term facilities as CARE A1+; stable (A One plus; outlook: stable).

Further, CARE has also reaffirmed its rating for Company's commercial paper issuance as CARE A1 + (A One plus; outlook: stable).

13. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machinery and inventories.

14. CHANGES IN SHARE CAPITAL

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

15. COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable law, your Board has constituted several committees, namely:-

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholder's Relationship Committee;

iv) Risk Management Committee;

v) Corporate Social Responsibility Committee;

vi) Share Transfer Committee; and

vii) Investment Committee

The details of the Committees along with their composition, number of meetings, and attendance at the meetings are provided in the Corporate Governance Report.

16. MEETING OF THE BOARD OF DIRECTORS

During the financial year 2023-24, your Company convened and held five (5) Board Meetings. The details of the Board Meeting with regard to the dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The Board meeting are conducted in due compliance with and following the procedures prescribed in the Companies Act, 2013 and rules framed thereunder, including Secretarial Standards and the Listing Regulations.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management and strategy. Except, Independent Directors, all other Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

Smt. Vidula Jalan ceased to be Co-Chairperson and Whole Time Director of the Company w.e.f. 11th May, 2023 due to her sad demise. She was the Granddaughter of Pujya Syt. Basant Kumar Birla, the founder of the Company and the B. K. Birla group and wife of Shri Anshuman Vikram Jalan, the Chairman of the Company. She was an effective leader and instrumental to the Company's fortune, its transformation and achieving new heights during her tenure. She was a great philanthropist & educationist, who successfully managed schools and various trusts for the benefit of the Society at large. Smt. Vidula Jalan's sudden passing away is an irreparable loss to the Company.

The Board of Directors in their meeting held on 8th August, 2023, based on the recommendation of Nomination and Remuneration Committee of the Company, appointed Shri Anand Daga (DIN:00897988) as Independent Director. Further, Shareholders of the Company through process of postal ballot (conducted as per the applicable provisions of the Companies Act, 2013 read with relevant rules and all applicable MCA Circulars), Result of which was declared on 21 st October, 2023, passed the Special Resolution for approval of appointment of Shri Ananad Daga, as an Independent Director for a period of five (5) years w.e.f 8th August, 2023.

Further, the Board of Directors at the meeting held on 27th May, 2023 designated Shri Anshuman Vikram Jalan (DIN:01455782), as Chairman of the Company w.e.f. 27th May, 2023.

Details of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS- 2 (Secretarial Standards on General Meetings) are provided at the end of the Notice convening the 48th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following employees were the Key Managerial Personnel of the Company ("KMP") as on 31st March, 2024:-

(i) Shri Anshuman Vikram Jalan, Chairman & Wholetime Director

(ii) Shri Yaswant Mishra, President (Corporate) & CFO

(iii) Shri Pawan Kumar Thakur, GM (Legal) & Company Secretary *

* Shri Pawan Kumar Thakur, appointed as GM (Legal) & Company Secretary, w.e.f. 30th September, 2023.

Shri Manoj Kumar, ceased to be Company Secretary w.e.f. 6th July, 2023.

During the year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fee to attend the meetings of the Board and its Committees.

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Shri Anshuman Vikram

Jalan (DIN: 01455782), Chairman & Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Details of the proposal for his reappointment are given in the Notice of the Annual General Meeting. His re-appointment at the 48th AGM as a Director retiring by rotation would not constitute break in his appointment as Whole Time Director & Chairman of the Company.

18. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

For the financial year 2023-24, all the Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as laid down under Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI Listing Regulations, as amended.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ("MCA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors of the Company have served for more than three years on board of listed entities and hence shall not be required to pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

The appointment and tenure of the Independent Directors, including the code for Independent Directors are available on the Company's website, i.e. www.mangalamcement.com.

Further, pursuant to section 164(2) of the Companies Act, 2013 all the Directors have provided declaration in Form DIR-8 that they have not been disqualified to act as a Director.

In opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013, read with Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on 26th March, 2024. The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and the Board as a whole;

• Performance of the Chairman of the Company, taking into account the views of Non-Executive Independent Directors; and

• Assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

20. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report along with a weblink thereof.

21. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meeting, respectively, have been duly followed by the Company.

22. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31 st March, 2024, the applicable accounting standards have been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the profit of the Company for that period;

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

(iv) that the Annual Accounts for the year ended 31 st March, 2024, have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively.

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws,

were adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and external consultants, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the

Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls are adequate and effective during the financial year 2023-24.

23. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed and form a part of this Report. Particulars of the employee as required under 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, as amended, forms part of this Report.

However, in pursuance of Section 136(1) of the Companies Act 2013, this report is being sent to the shareholders of the Company excluding the said remuneration. A statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said Rules forms part of this Report. The said information is available for inspection at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated a CSR Policy pursuant to the Section 135 of the Companies Act, 2013 and rules framed thereunder. The Policy has been framed for undertaking activities as may be found beneficial for upliftment of society, environment protection and economic development for the weaker section with preference to local areas and areas near Company's factory sites.

The Company has spent an aggregate amount of Rs 216.60 Lacs towards CSR activities as against the spending of requirement of Rs 200.17 Lacs, being 2% of average net profit. As a result, the excess amount spent would be carried forward for set off in the next Financial years.

Pursuant to Section 135 (4) of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached and forms part of this Annual Report.

The Composition of the Corporate Social Responsibility Committee (CSR) is as under

? Smt. Vidula Jalan, ceased to be Co-Chairperson and Wholetime Director of the Company w.e.f. 11th May, 2023.

The Corporate Social Responsibility (CSR) Policy as approved by the Board is uploaded on the Company's website at the web link: https://www.mangalamcement.com/pdf/Corporate- Social-Responsibility(CSR)Policy.pdf

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

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

Your Company has a Policy on 'Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The said Policy of the Company is available on the Company's website, at the web link: httpsY/www.mangalamcement.com/pdf/Policy-Sexual- H arassm ent-Policy.pdf

26. FINANCIAL STATEMENTS AND AUDITORS' REPORT

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

27. STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, (Firm Registration Number 302049E) were appointed as the Statutory Auditors of the Company for second term of 5 years at the 46th Annual General Meeting of the Company and their term shall expire at ensuing 51 st Annual General Meeting of the Company.

The report given by M/s. Singhi & Co., Chartered Accountants, (Firm Registration Number: 302049E), on the financial statements of the Company, for the financial year 2023-24, forms an integral part of the Annual Report. The notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for further comments. The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors' Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act 2013, therefore no details are required to be disclosed under Section! 34(3)(ca) of the Companies Act 2013.

28. COST AUDITOR AND COST AUDIT REPORT

In terms of the provisions of Section 148 of the Companies Act.

2013, read with Companies (Cost Records and Audit) Rules,

2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as the Cost Auditors, to conduct the cost audit of your Company for the Financial Year 2024-25. The Company has recommended their remuneration to shareholders for ratification at the ensuing Annual General Meeting.

Your Company has maintained cost audit records pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, in respect of the manufacturing activities are required. The cost audit report for the financial year 2022-23 was filed with the Ministry of Corporate Affairs on 1 st September, 2023. The Report does not contain any qualification, reservation or adverse remark.

29. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. Pinchaa & Co, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 is annexed and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Sectionl 34(3)(ca) of the Companies Act, 2013.

The Board has appointed M/s Pinchaa & Co, Practicing Company Secretaries, Jaipur (Firm's U.C.N. P2016RJ051800 & Firm's PR Certificate No. 832/2020) as Secretarial Auditor of the Company for the financial year 2024-25.

30. QUALIFICATION, RESERVATION, OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation, or adverse remark made by the Statutory and Secretarial Auditors in their Audit Reports issued by them.

31. LOANS, GUARANTEES, SECURITY AND INVESTMENT

Details of loans, guarantees and investments as per section 186 of the Companies Act 2013 are given in the notes forming part of the financial statements.

32. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts /arrangements /transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis.

During the year, the Company had not entered into any contract/arrangement /transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transaction or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 186 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee for prior approval.

There are no materially significant Related Party Transactions entered into by the Company during the year that required Shareholders approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said Policy is available on the Company's website : https://www.mangalamcement.com/pdf/ policy/Related-Party-Transaction-Policy_clean.pdf

33. PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS AS REQUIRED UNDER SCHEDULE V OF SEBI LISTING REGULATIONS

The details of the related party disclosures with respect to loans/advances/ investments at the year-end, and the maximum outstanding amount thereof during the year as required under Part A of Schedule V of SEBI Listing Regulations have been provided in the Notes to the Financial Statements of the Company.

Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are as under

34. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act. 2013, the Annual Return of the Company as on 31st March, 2024, is available on the Company's website, at https://www.mangalamcement.com/others.php.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The relevant details in this regard have been provided in the Corporate Governance Report annexed and forms an integral part of this Report.

36. CODE OF CONDUCT FOR THE DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for the Directors and Senior Management Personnel has been posted on the Company's website, www.mangalamcement.com.

The Chairman & Whole-time Director of the Company has given a declaration that all the Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended 31st March, 2024, and a declaration is attached with the Annual Report.

37. VIOLATION OF CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING), REGULATIONS, 2015

One of the designated person of the Company has violated Company Code of Conduct for prevention of Insider Trading Regulatbns as framed under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Audit Committee has taken the following action against the concerned Designated Person.

1. Letter of warning issued to designated person by Company Secretary & Compliance Officer for not dealing in the Securities of the Company, in future, in contravention of Company's Code of Conduct.

2. Imposition of monetary penalty of Rs 5,59,070/- equivalent to profit earned by him on sale of securities of the Company for violation of Company's Code of Conduct of the Company.

3. Freezing of all existing securities of the Company held by him and his wife for a period of one year w.e.f 27th January, 2024 till 26th January, 2025.

4. Disgorgement of Profits : The entire profit earned by him i.e. Rs 5,59,070/- in dealing with the securities of the Company, disgorged for remittance for credit to SEBI- IPEF.

38. CEO AND CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, the Whole-time Director and the Chief Financial Officer of the Company is required to issue annual certificate on financial reporting and internal controls to the Board. The certificate for financial year 2023-24 given by the Whole-time Director and the Chief Financial Officer is attached with the Annual Report. The Whole-time Director and the Chief Financial Officer also give quarterly certification on financial results to the Board in terms of Regulation 33(2) of the Listing Regulations.

39. NODAL OFFICER

Shri Pawan Kumar Thakur, Company Secretary, is the Nodal Officer of the Company under the provisions of IEPF. The details of the Nodal Officer are available on the Company's website, www.mangalamcement.com

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

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed and forms an integral part of this Report.

41. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good Corporate Governance practices. During the year under review, your Company was in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to Corporate Governance.

A report on Corporate Governance is annexed and forms an integral part of this Report. The Auditors certificate on compliance with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is annexed to the Report on Corporate Governance.

42. COMPOSITION OF AUDIT COMMITTEE

In line with the provisions of Section 177(8) of the Companies Act, 2013, the composition of the Committee is as below:

The recommendations of Audit Committee as and when made to Board, have been accepted by it.

43. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.

44. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2023-24.

The Board's functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance.

45. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel and senior management personnel which is designed to attract motivate and retain best talent.

This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The compensation strategy revolves around getting the test talent in the market" The remuneration of the Executive Directors and KMPs including the senior management personnel of the Company is recommended by the Nomination and Remuneration Committee based on the Company's remuneration structure taking into account factors such as level of experience, qualification and suitability etc. The Company generally pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components).

Remuneration by way of commission to the Non-Executive Directors is decided by the Board on the recommendation of Nomination and Remuneration Committee as permitted by the Companies Act, 2013 in line with the approval granted by shareholders.

46. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective:-

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

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

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

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

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

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

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

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

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

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https://www.mangalamcement.com/pdf/ policy/Nomination-&-Remuneration-Policy_F.pdf

47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

The Company has in place adequate internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.

48. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section of Business Responsibility & Sustainability Reporting forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

49. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs 1,73,238/- during the financial year 2023-24 to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of 7 years from their respective due dates of payment.

Further, in terms of Section 125(6) of the Companies Act, 2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), the Company has transferred 15,429 equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government.

50. MATERIAL CHANGES AND COMMITMENTS AFFECTING AFTER THE CLOSE OF FINANCIAL YEAR

There has 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.

51. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and 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.

52. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company does not have any Subsidiary, Associates and Joint Venture Company.

53. CHANGES IN NATURE OF BUSINESS

During the year under review, there were no changes in the nature of business.

54. REPORTING OF FRAUD BY THE AUDITORS

No fraud has been reported by the Auditors under Section 143(12) of the Act. Therefore, no further disclosures are required under Section 134(3)(ca) of the Act.

55. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within the meaning of section 2(31) and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

56. AWARDS

Your Directors are pleased to inform you that your Company has received the following awards during the year 2023-24:

37TH MINES SAFETY WEEK- 2023-24

Our Morak Limestone Mines has received two prizes in the 37th Mines Safety Week:-

34TH MINES ENVIRONMENT AND MINERAL CONSERVATION WEEK- 2023-24

Indian Bureau of Mines, Govt, of India awarded 4 no. of awards to Morak Limestone Mines as follows :-

57. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required

in respect of the following matters as there were no such

transactions during the year under review:

1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2) Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme;

3) Your Company has not resorted to any buy back of its Equity Shares during the year under review;

4) Chairman & Whole-time Director of your Company received any remuneration or commission during the year, from any of its subsidiaries; Not applicable

5) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable; and

6) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year- Not Applicable

ACKNOWLEDGEMENTS

The Board of Directors wishes to extend heartfelt gratitude to various stakeholders, who have contributed significantly during the past year. We acknowledge the dedicated efforts of our executives, staff and workers. Their tireless commitment ensure our continued success.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors also thank to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.