Vaishno Cement Company Ltd

Annual report and AGM communications

• Letter sent with web-link to FY2025-26 Annual Report for non-email members; 39th AGM notice also on website.

AGM Details

• 39th AGM on 15 September 2026 at 2:00 PM through VC/OAVM.
• Cut-off date for e-voting on resolutions: 8 September 2026.
• Book closure: 9 to 14 September 2026.
• Remote e-voting period: 11 to 14 September 2026.

Resolutions

• Ordinary: Adopt Audited Financial Statements, Board and Auditor reports.
• Ordinary: Re-appoint Jatin Nanji Chheda by rotation.
• Special: Re-appoint Rajeswari Bangal as Independent Director for second five-year term.
• Special: Re-appoint Suman Das as Independent Director for second five-year term.
• Special: Re-appoint Jatin Nanji Chheda as Whole-time Director for five years from 01 Oct 2026.
• Ordinary: Appoint M/s NNJ & Co. as Secretarial Auditor for 2026-27 to 2030-31.

Dividend

• No dividend declared for the year 2025-26.

Director Changes

• Ms. Jayita Bagchi resigned as Non-Executive Independent Director on 10 November 2025.
• Board reconstituted Audit Committee, NRC, and Stakeholders Relationship Committee on 23 January 2026.
• As of 31 March 2026, board includes Jatin Chheda, Jagannath Jadhav, Rajeswari Bangal, Suman Das.

Auditors & Secretarial

• Statutory Auditor: M/s Manish Mahavir & Co. appointed for five years from 30 September 2024.
• Secretarial Auditor: Nishant Bajaj & Associates resigned 17 August 2026.
• NNJ & Co. proposed as Secretarial Auditor for 2026-27 to 2030-31; remuneration Rs 75,000 for 2026-27.
• Internal Auditor: Divya Sarraf appointed for 2025-26.

Related Party Transactions

• There were no related party transactions in FY2025-26.

Other Material Approvals

• EGM 25 February 2026 approved MOA/AOA and capital reduction, subject to NCLT.
• Follow-on equity offering approved; no action taken yet.

Book closure for AGM

• Book closure from 9 September 2026 to 14 September 2026, both days inclusive.
• Purpose: for the 39th Annual General Meeting.

Financial performance

• Total income Rs 0.02 lakh for year ended 31-03-2026, down from Rs 18.00 lakh.
• Profit before tax: Rs -49.65 lakh; profit after tax Rs -50.54 lakh.
• EPS (Basic & Diluted): Rs -0.56 for 2025-26.
• Dividend declared: none for FY2025-26.
• Net cash flow from operating activities: Rs -4,964.96 thousand.

Capital structure & liquidity

• Authorised capital Rs 10 crore; issued and paid-up capital Rs 8.95 crore; 89,50,200 shares.
• Unsecured loans: Rs 15,541.50 thousand.
• Total assets: Rs 1,077.18k; total equity negative Rs 14,618.55k.
• Listed on BSE and Calcutta Stock Exchange; listing fees paid for 2025-26.

Governance updates

• Ms. Jayita Bagchi resigned as Independent Director on 10 November 2025.
• Rajeswari Bangal and Suman Das reappointed as Independent Directors for 2027-2032.
• Jatin Nanji Chheda reappointed as Whole-Time Director for five years from 1 Oct 2026.
• NNJ & Co appointed Secretarial Auditor for 2026-31; Nishant Bajaj Associates resigned Aug 2026.

Operations & strategy

• No change in business operations during the year.
• Strategic arrangements with builders in Salasar (Rajasthan) and Raipur for materials and rights.
• Management focus on cost-saving and resource optimization.

Audit, controls & disclosure

• Statutory auditor: M/s Manish Mahavir & Co. appointed for five years.
• Internal controls are adequate; no material weaknesses observed.
• Related party transactions: none in 2025-26.
• EGM 25 Feb 2026 approved MOA/AOA; capital reduction pending NCLT.
• Annual return is available on the company website.

Jatin Nanji Chheda: Director and Whole-Time Director

• Re-appointment as Director (liable to retire by rotation) effective 17 August 2026.
• Re-appointment as Whole-Time Director effective 17 August 2026.
• Profile: Finance and marketing expertise supporting governance and strategy.

Rajeswari Bangal: Re-appointed Non-Executive Independent Director

• Re-appointment as Non-Executive Independent Director effective 17 August 2026.
• Profile: Finance expertise with financial planning and governance.

Suman Das: Re-appointed Non-Executive Independent Director

• Re-appointment as Non-Executive Independent Director effective 17 August 2026.
• Profile: Finance expertise in budgeting, reporting and strategic planning.

Nishant Bajaj & Associates: Secretarial Auditor resignation

• Resignation of Nishant Bajaj & Associates as Secretarial Auditor effective 14 August 2026.

NNJ & Co.: Secretarial Auditor appointment

• Appointment of NNJ & Co., Practising Company Secretaries, as Secretarial Auditor for FY 2026-27 to 2030-31.
• Profile: Peer-reviewed secretarial firm with governance advisory.

Financial results and reports approved

• Un-audited standalone Q1 2026-27 results approved, with Limited Review Report.
• Board-approved the Board of Directors' Report and Annexures for FY 2025-26.
• Results to be hosted on the company's website.

Auditor remarks

• Independent auditor's review found no material misstatement in the results.

Other disclosures

• Segment details not applicable; no segment information disclosed.

Summary of Certificate under Regulation 74(5) of SEBI DP Regulations, 2018