Nature of the Disclosure

This document constitutes the Notice of the 39th Annual General Meeting (AGM) and the Integrated Annual Report for the financial year ended 31st March 2026 (FY25-26) of Vaishno Cement Company Limited.

Key Financial Figures

  • Revenue from Operations: ₹0 (FY25: ₹18.00 lakh)
  • Other Income: ₹0.02 lakh (FY25: ₹0)
  • Total Income: ₹0.02 lakh (FY25: ₹18.00 lakh)
  • Total Expenses: ₹49.67 lakh (FY25: ₹12.69 lakh)
  • Profit/(Loss) Before Tax (EBIDTA): (₹49.65) lakh (FY25: ₹5.31 lakh profit)
  • Taxation (Current Tax): ₹0.89 lakh (FY25: ₹0)
  • Net Profit/(Loss) After Tax: (₹50.54) lakh (FY25: ₹5.31 lakh profit)
  • Total Comprehensive Income: (₹50.54) lakh (FY25: ₹5.31 lakh profit)
  • Earnings Per Share (EPS): (₹0.56) (FY25: ₹0.06)

Balance Sheet Highlights (as of 31st March 2026):

  • Equity Share Capital: ₹8,95,02,000 (89,50,200 shares of ₹10 each) (Unchanged from FY25)
  • Other Equity (Retained Earnings): (₹1,04,120.55) (FY25: (₹99,066.21))
  • Total Equity: (₹1,46,18.55) (FY25: (₹9,56,4.21))
  • Non-Current Liabilities (Unsecured Loans): ₹1,55,41.50 (FY25: ₹1,83,41.50)
  • Current Assets: ₹10,77.18 (FY25: ₹10,231.19)
  • Total Assets: ₹10,77.18 (FY25: ₹13,731.19)

Dates of Action

  • AGM Date: Tuesday, 15th September 2026 at 02:00 PM via VC/OAVM.
  • Record Date (Cut-off) for AGM: Tuesday, 8th September 2026.
  • Book Closure: Wednesday, 9th September 2026 to Monday, 14th September 2026 (both days inclusive).
  • Remote e-Voting Period: Friday, 11th September 2026 (09:00 AM) to Monday, 14th September 2026 (05:00 PM).
  • Board Meetings Held During FY26: 7 meetings on 28-May-2025, 13-Aug-2025, 05-Sep-2025, 29-Oct-2025, 10-Nov-2025, 23-Jan-2026, and 14-Feb-2026.

Parties Involved

Directors Seeking Re-appointment at AGM:

1. Mr. Jatin Nanji Chheda (DIN: 09342630): Re-appointment as Whole Time Director for 5 years from 1st October 2026.

2. Mrs. Rajeswari Bangal (DIN: 09440356): Re-appointment as Non-Executive Independent Director for a second term of 5 years from 19th January 2027.

3. Mr. Suman Das (DIN: 09440355): Re-appointment as Non-Executive Independent Director for a second term of 5 years from 19th January 2027.

Statutory Auditors: M/s. Manish Mahavir & Co., Chartered Accountants (Firm Reg. No. 324355E). Appointed for 5 years at the 37th AGM (30-Sep-2024).

Secretarial Auditor (Resigned): M/s. Nishant Bajaj & Associates, Practicing Company Secretaries, resigned on 17th August 2026.

Proposed New Secretarial Auditor: M/s. NNJ & Co., Practicing Company Secretaries (Peer Review: 8272/2026). Proposed appointment for a 5-year term from FY26-27 to FY30-31, subject to member approval at the AGM. Remuneration for FY26-27 is proposed at ₹75,000 plus taxes and expenses.

Internal Auditor: Ms. Divya Sarraf for FY25-26.

Registrar & Transfer Agent (RTA): M/s. S K Infosolutions Pvt Ltd.

Bankers: RBL Bank.

Purpose / Rationale

  • The AGM is being convened to seek shareholder approval for the adoption of financial statements, appointment/re-appointment of directors, and appointment of the secretarial auditor.
  • The re-appointment of directors is proposed based on their skills, experience, knowledge, and performance evaluation.
  • The capital reduction is part of a Scheme of Arrangement approved by members in an EGM on 25th September 2026, subject to NCLT approval.

Financial & Operational Impact

  • The company incurred a significant net loss of ₹50.54 lakh in FY26 compared to a profit of ₹5.31 lakh in FY25.
  • The capital reduction scheme, once effective, will reduce the paid-up share capital from ₹8,95,02,000 (89,50,200 shares) to ₹89,50,200 (8,95,020 shares).
  • The company has negative net worth (negative other equity).
  • The company received funds from directors and their relatives, which are exempt from deposit rules under the Companies Act.
  • The company has no operational revenue from its core cement business for FY26.

Capital Structure Impact

  • The proposed capital reduction will significantly alter the capital structure by reducing the number of shares and the paid-up capital amount, pending NCLT approval.
  • No change in issued capital during the year under review.

Governance & Compliance Highlights

  • The Board comprises 4 members (1 Executive, 3 Independent Directors, including 1 woman director).
  • Ms. Jayita Bagchi (Independent Director) resigned w.e.f. 10th November 2025.
  • The company has constituted mandatory committees: Audit Committee, Nomination & Remuneration Committee (NRC), and Stakeholders Relationship Committee.
  • The company has received declarations of independence from all Independent Directors.
  • The Secretarial Audit Report for FY25-26 was issued by M/s. Nishant Bajaj & Associates with an unqualified opinion, noting the EGM approval for the capital reduction scheme.
  • The Statutory Auditor's report contains an emphasis of matter regarding the company not using accounting software with an audit trail (edit log) feature.
  • No fraud was reported by the auditors under Section 143(12) of the Companies Act, 2013.
  • No related party transactions were reported during the financial year.
  • The company is listed on BSE Limited and The Calcutta Stock Exchange Ltd. and has paid listing fees for FY26.