The Directors are pleased to present the 105^th Annual Report on the business and operations of Birla Corporation
Limited ('Company'), along with the Audited Financial Statements of the Company and its Subsidiaries for the
financial year ended 31^st March, 2025. The Management Discussion and Analysis also forms a part of this Report.

FINANCIAL PERFORMANCE

The financial performance of the Company (Standalone and Consolidated) for the financial year ended 31^st March,
2025 along with a comparison to the previous year, is summarised below:

FINANCIAL HIGHLIGHTS AND STATE
OF COMPANY’S AFFAIRS

The Company's full-year consolidated income was at
'9,312.40 crore, which represents a decrease of 4.41%
from the consolidated income of '9,741.79 crore during
the financial year 2023-24. Cement sales by volume
grew 2.48% year-on-year. While revenue and sales
growth were marginally ahead of the industry average
for the year, net profit decreased to '295.22 crore from
'420.56 crore in the previous year. EBIDTA for the year
fell 13.66% to '1,315.13 crore versus '1,523.17 crore in
financial year 2023-24.

Pricing was a major challenge through the year with
major players focusing on consolidating market share.
However, the Company delivered superior performance
by improving capacity utilisation through a rapid ramp
up of Mukutban operations and overall cost efficiencies
in power, fuel, logistics and overheads.

DIVIDEND

The Board has recommended a dividend of '10.00
per share (i.e. 100%) on 7,70,05,347 Ordinary Shares
of the Company for the year ended 31^st March, 2025
aggregating to '77.01 crore. The dividend recommended
is in accordance with the Company's Dividend
Distribution Policy and the same is uploaded on the
Company’s website at https://www.birlacorporation.
com/investors/policies/dividend-distribution-policy.pdf.

Dividend is subject to approval of the Members at the
ensuing Annual General Meeting. In view of the changes
made under the Income Tax Act, 1961, by the Finance
Act, 2020, dividends paid or distributed by the Company
shall be taxable in the hands of the Shareholders.
Accordingly, the Company shall make the payment of
Dividend after deduction of tax at prescribed rates as per
the Income Tax Act, 1961 and rules framed thereunder.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any
amount to Reserves and has decided to retain the entire
amount of profit for the financial year 2024-25 in the
Statement of Profit & Loss for the financial year ended
31^st March, 2025.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as
on 31^st March, 2025 stood at '77.01 crore comprising
of 7,70,05,347 Ordinary Shares of '10/- each. During
the year, the Company neither has issued shares with
differential voting rights nor has granted any stock
options or sweat equity. As on 31^st March, 2025, none
of the Directors of the Company hold instruments
convertible into equity shares of the Company.

DEBENTURES

During the financial year, the Company undertook
the following redemptions of Non-Convertible
Debentures (NCDs):

• On 16^th August, 2024, a partial redemption of '60
crore was made out of the '200 crore outstanding
under 2,000 listed, secured, redeemable NCDs
(Series-VI) of '10,00,000/- each. Accordingly, the
face value of debentures has been reduced from
'10,00,000/- to '7,00,000/- each.

• On 13^th September, 2024, a partial redemption of
'15 crore was made out of the '50 crore outstanding
under 500 listed, secured, redeemable NCDs (Series-

VII) of '10,00,000/- each. Accordingly, the face value
of debentures has been reduced from '10,00,000/- to
'7,00,000/- each.

• On 6^th December, 2024, the Company fully redeemed
1,500 unlisted, secured, redeemable NCDs (Series-

VIII) of '4,00,000/- each, amounting to '60 crore,
upon maturity.

• On 28^th February, 2025, the Company completed early
full redemption of 1,500 listed, secured, redeemable
NCDs (Series-IX) of '10,00,000/- each, aggregating to
'150 crore, ahead of their scheduled maturity.

As on 31^st March 2025, the Company’s outstanding
Non-Convertible Debentures stood at '175 crore which
are listed on the wholesale debt market segment of
BSE Limited.

COMMERCIAL PAPER

During the year, the Company issued 1,000 units of
Commercial Paper, each with a face value of '5,00,000/,
amounting to a total of '50 crore. The allotment was
completed on 20^th August, 2024, with a maturity date of
18^th November, 2024 and carried an annual coupon rate
of 7.20%. The Commercial Papers were listed on the date
of allotment and were duly redeemed upon maturity on
18^th November, 2024.

FINANCIAL STATEMENTS

The Company has prepared its financial statements as
per IND AS requirements for the financial year 2024-25.
The estimates and judgments relating to the financial
statements are made on a prudent basis, so as to reflect,
in a true and fair manner, the form and substance of
transactions and reasonably present the Company's
state of affairs, profits and cash flows for the year ended
31^st March, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
are prepared in accordance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 by
following applicable IND AS issued by the Institute of
Chartered Accountants of India and forms an integral
part of this Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments which could
affect the financial position of the Company have
occurred between the end of the financial year 2024¬
25 and date of this Report.

KEY FINANCIAL RATIOS

The key financial ratios of the Company showing
financial performance for the financial year ended 31^st
March, 2025 are given herein below:

Note: Previous year's figures have been regrouped/reclassified.

* Interest Coverage Ratio was lower for the year ended 31^st

March, 2025 due to decrease in EBIDTA as compared to
last year.

** Operating Profit Margin, Net Profit Margin and Return on
Net Worth are lower for the year ended 31^st March, 2025
due to lower profitability.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of

the Company during the financial year 2024-25.

CEMENT DIVISION

(a) CEMENT INDUSTRY OVERVIEW:

In the backdrop of general elections and extreme
weather conditions in some regions, FY 2024-25
started on a difficult note due to unusually weak
prices and sluggishness in demand. The cement
industry in India had witnessed a capacity addition
of around 45 million tons (mt) in FY 2023-24, which
took total installed capacity to an estimated 641
mt as of March 31, 2024.¹ Capacity expansion in
FY 2023-24 was likely to have been the highest in
a single year in a decade. But cement consumption
by volume is estimated to have grown only 4-5% in
FY 2024-25.²

As a result, average pan-India prices of cement
declined 11% year-on-year in the first eight months
of FY 2024-25, and is estimated to have remained
4-5% lower for the full year compared with the
previous year.² Weak pricing is estimated to have
resulted in EBIDTA/ton for the full year declining
13-15% on average, and profit margin contracting
130-180 basis points.²

The industry benefited from benign fuel costs, as
well as a sharp turnaround in demand and pricing in
the March quarter of FY 2024-25. But it still wasn’t
enough to mitigate the pricing headwinds faced by
the industry in FY 2024-25.

The capacity share of major players in India has been
rising progressively, from 35% in FY 2011-12 to an
estimated 60% by the end of the current financial
year.¹ Their market share, in terms of demand, has
been steadily expanding from 47% in FY 2011-12
to around two-thirds by the end of FY 2025-26.¹
The change in market dynamics led to companies
altering their strategies to adapt.

Amid the rapid scaling up of capacity and
consolidation, demand for cement is seen rising
6-7% to 475-480 mt by the end of FY 2025-26.²
Increased government outlay on capex, restarting
of state-run infrastructure projects and a healthy
start to monsoons should boost cement demand.

¹ Estimates of CARE Ratings

² Estimates of ICRA

(b) REVIEW OF OPERATIONS AND PERFORMANCE:

After a poor start to FY 2024-25, pressure on
manufacturers intensified during the traditionally
weak monsoon quarter with prices plummeting to
record lows. Recovery started only at the end of2024,
and gathered momentum December onwards.

Price hikes in December could be sustained, and,
as demand gathered steam, the Company could
raise prices again in subsequent months. As a
result, the March quarter of FY 2024-25 stood out
for many landmark achievements such as capacity
utilization of 104.54%, the highest ever production
and sales by volume and the highest ever sales of
premium products.

Despite challenging market conditions, the
Company managed to maintain its capacity
utilization at 91.48% for the full year as against
89.11% in the FY 2023-24.

On the back of a turnaround in the last two
quarters, the Company has managed to firmly
re-establish itself on a growth trajectory. There

are now clear signs of demand strengthening on
account of increase in government spending on
infrastructure and construction of rural homes
gaining momentum on the back of timely arrival of
monsoon and its consequent fillip to agriculture.

Even amid challenges, the Company managed
to ramp up production and sales from RCCPL's
Mukutban unit in Maharashtra, which in FY 2024¬
25, made a significant contribution to profitability.
Boosted also by cost rationalization initiatives,
Mukutban unit has now emerged as one of the
most efficient cement manufacturing units in India.

Led by Perfect Plus, the flagship brand, the
Company achieved an 11.28% year-on-year
growth in sales by volume of premium products
over FY 2023-24. Premium products accounted
for 59.50% of the Company’s sales during the year
as against 53.72% in FY 2023-24. Perfect Plus has,
on its own, grown 14.76% during the year, and now
commands a premium in pricing over competitors
in the Company’s core market of Uttar Pradesh. In
Madhya Pradesh, it is at par with its nearest rivals
in the segment.

Production of the Company (Standalone):

The details of production of clinker and cement of
the Company are as follows:

Production of RCCPL Private Limited (RCCPL),
wholly owned material subsidiary of the
Company:

The details of production of clinker and cement of
RCCPL are as follows:

Sales:

During the year under review, the Company has
registered a decrease of 2.52% in cement sales
on standalone basis and an increase of 2.48% on
consolidated basis. In absolute terms, the sale of
cement on standalone basis has decreased to 93.72
lakh tons from 96.14 lakh tons in the previous year.

RCCPL has sold 89.34 lakh tons of cement during
financial year 2024-25 compared with 81.84 lakh
tons in the previous year.

Power Plant (Standalone):

The details of power generated at various plants of
the Company are as under:

Cost and Profitability:

The cement division’s EBIDTA per ton for FY 2024¬
25 declined 15.53% to '683, largely on account of
poor realization through the first 8-9 months of the
year. Realization for the full year was down 6.52% at
'4,866 per ton. This resulted in EBIDTA margin for
the year getting squeezed by 149 basis points to
14.03% (15.52% in FY 2023-24).

However, starting in December, the Company
managed to claw back: EBIDTA per ton for the
March quarter rose to '1,014, up 5.15% over the
previous year, while EBIDTA margin for the quarter
rose to 20.33% (18.59% in the same period last
year). Compared with the previous year, realization
per ton for the March quarter was still marginally
lower at '5,103.

The Company benefited from declining power and
fuel cost all through the year. Power and fuel cost
for the full year at '1,035 per ton was 13.57% lower
than FY 2023-24. Production of coal at Sial Ghogri
was at 303,000 tons compared with 328,500 tons
in FY 2023-24.

The Company has been consistently ramping up the
consumption of green power. In FY 2024-25, the
share of green power in total power consumed was
at 24.83%, one percentage point higher than in the
previous year. In January 2025, RCCPL’s Maihar unit
concluded an agreement to source from an external
supplier 12 MW of wind-solar hybrid power.

Marketing Initiatives:

In FY 2024-25, the Company registered a 2.48%
growth in sales volume over the previous year.
Dispatches from the Mukutban unit, commissioned
in 2022, stabilized and remained consistent
throughout the year.

The Company sustained a steady performance in
sales growth and continued to maintain a strong
market share in the premium segment. Premium
cement accounted for 59.50% of trade channel
sales, reflecting a robust positioning in this category.

Blended cement, a high-yield product, constituted
81.72% of the Company’s total sales for the year,
underscoring strong customer preference. The
focused approach on market share retention and
strategic push in key product segments translated
into a resilient overall performance.

The Company launched an initiative titled Unnati,
aimed at driving profitability-led growth. Built
on five core pillars—profitable revenue growth,
cost optimization, sustainable growth, right to
win markets and channel engagement—Unnati
delivered tangible results, generating savings
of '36.92 crore and contributing significantly to
improved profitability.

IT and Digital Initiatives:

In line with its commitment to improve operational
efficiency by every parameter, the Company
significantly advanced its digital transformation
programme during the year. Technology-driven
initiatives were successfully deployed across
critical functions such as manufacturing, supply
chain, sales, logistics, marketing, and human
resource management.

Key highlights include optimization of cloud
resources, strategic implementation of cybersecurity
measures to protect critical infrastructure, and the
expansion of digital capabilities through the launch
of a new Expense and Reimbursement module.

To strengthen quality control processes, the
Company integrated its electronic Laboratory
Information Management System (eLIMS) with
SAP. Legal compliance was reinforced through the
deployment of Legatrix Software across mining
operations. Additionally, the dealer experience
was enhanced with new features added to the
Humsafar app.

These initiatives collectively underscore the
Company's strategic focus on digitalization
to drive quality, efficiency, compliance and
customer satisfaction.

Mining Operations at Chanderia:

The Mining Operations through blasting at the
Chanderia plant has been suspended since August,
2011 owing to the Order of Jodhpur High Court
(Rajasthan), which was challenged by the Company
before the Hon'ble Supreme Court. As a partial relief,
the Supreme Court allowed mining operations
beyond two kms from the Chittorgarh Fort by
using heavy earth moving machinery. The Hon'ble
Supreme Court further directed the Central Building
Research Institute (CBRI) to submit a report after
comprehensive study of all relevant aspects and
facets relating to full-scale mining operations and
its impact, if any, on the Chittorgarh Fort. The report
of CBRI concluded that vibrations and air pressures
induced by the mine of Birla Cement Works and
adjoining mines are well within safe limits as per
national and international standards and there is no
damage to the Fort due to the mining operations.

In its judgement dated 12^th January, 2024, while
appointing multi-disciplinary expert committee
to be constituted by Chairman, IIT (ISM) Dhanbad
to undertake the study of environmental pollution
and impact on all structures in the Fort from the
blasting operations, Hon’ble Supreme Court has

put a restriction on mining by blasting upto 5 kms
from the Fort.

The Expert Committee has submitted its report
to Hon’ble Supreme Court in September, 2024.
As per the report, there is no impact of blasting in
the mines of the Company on Chittorgarh fort. The
matter is sub judice.

Pending decision in the matter, the Company
continues to carry out mining operations in its
mines at Chanderia entirely by mechanical means.

(c) THREATS AND OPPORTUNITIES:

After remaining vigilant for over a year, the Reserve
Bank of India (RBI) has reprioritized its monetary
policy to stimulate accelerated economic growth
by lowering interest rates. Steps taken by RBI are
expected to lead to a domestic private consumption
and investment-led economic growth amid
moderate inflationary pressure.

The cement industry is expected to benefit
significantly from these interventions and healthy
monsoons expected in 2025. However, there are
concerns about international geo-political tensions
impacting economic growth.

Such external shocks could impact the cement
industry. For instance, energy prices have remained
moderate for the past couple of years, but could
potentially rise due to geo-political disturbances.
If that were to happen, the cement industry could
face cost pressure and margin squeeze.

(d) OUTLOOK:

The Union government has, in its budget proposals
for FY 2025-26, announced a capital investment
outlay of '11.21 lakh crore for the infrastructure
sector. Also, real GDP growth is projected to grow
at 6.5% in FY 2025-26 the same as in FY 2024¬
25. Economic growth gaining momentum in the
manner projected by RBI should translate into
a healthy recovery in cement demand, which is
expected to grow in a sustained manner at 6-7%
over the next few years.

However, with new capacity getting commissioned,
average capacity utilisation may not improve
significantly in the near term. It is expected that
sustained growth in demand notwithstanding,
raising prices will be a key challenge for cement
manufacturers, largely due to capacity overhang.

In view of the market scenario, the Company has
budgeted for a moderate price increase of 1-2%
for FY 2025-26. Input costs remaining stable, the
Company will look to increase profitability through
its sustained efforts at improving efficiency
across functions.

Along with its subsidiary RCCPL, the Company’s
manufacturing units are now geographically
distributed in a balanced manner in the northern
and central regionals. With capacity utilization
remaining high even amid challenges, the Company
is now looking to kick off its next round of growth
by setting up new units.

All figures stated in the Directors' Report are
consolidated figures unless otherwise indicated.

JUTE DIVISION

(a) JUTE INDUSTRY OVERVIEW:

The jute industry in India is witnessing mixed trends
in domestic and international consumption. Though
domestic consumption remains strong, the export
market is riddled with challenges due to fluctuating
prices and intense competition.

Though European markets have opened up and
exports are on the rise again, it is estimated that
90% ofjute goods produced in India are consumed
within the country. So the industry remains hugely
dependent on domestic consumption, mostly by
government agencies. Exports, though, have been
growing at a compounded annual growth rate of
9% in the past few years.

Domestic sales are often impacted by swings
in government orders and rise in raw jute prices.
Also, a large number of jute mills have come into
operation in North Bengal, which remain completely

unregulated. Compared with compliant mills in the
regulated sector, these unorganised sector mills
have a significantly lower production cost and
are leveraging this advantage to fast expand their
market share.

(b) PERFORMANCE:

The Company’s Jute Division reported a negative
EBIDTA of '6.13 crore for the financial year 2024¬
25, compared to a positive EBIDTA of '20.74 crore in
the previous year. The decline in EBIDTA is primarily
attributed to the following factors:

• Irregular government procurement orders during
the year led to reduced production levels, while
export orders also witnessed a downturn.

• A decline in demand for fine fabric, combined with
increased production capacity by competitors,
further impacted profitability.

The division has also been exploring a new business
line involving the manufacturing and sale of jute
shopping bags, reporting sales of '30.93 crore in
FY 2024-25, down from '55.32 crore in the previous
year. Nevertheless, this segment is expected to
witness significant growth in the coming years.

Production & Dispatch

Sales

(c) COST AND PROFITABILITY:

Rising input costs are increasingly impacting the
competitiveness of the jute industry. The price of
raw jute is highly volatile, varying significantly from
year to year. Additionally, the industry remains
labour-intensive, resulting in disproportionately
high wage cost, compared with unregulated mills.

(d) THREATS AND OPPORTUNITIES:

Uncertainty surrounding crop output poses a
significant risk of a sharp rise in raw jute prices.

At the same time, the rising cost of manufacturing
jute bags has further widened the price gap
between jute and synthetic alternatives. If this
disparity worsens, more commodities may shift to
synthetic packaging.

However, increasing global awareness of the
environmental impact of synthetic packaging
should in the foreseeable future revive global
demand for eco-friendly jute products.

(e) OUTLOOK:

With renewed management focus and improved
operational efficiency, the company’s jute division
is showing signs of turning around. After three
consecutive quarters of making losses, the jute
division reported a cash profit of '4.43 crore in the
March quarter of FY2024-25.

The division has significantly reduced conversion
cost, while raising order execution, both domestic
and overseas. Significant sales growth was achieved
in the last quarter of FY2024-25: domestic sales
were up 8% over the same period last year while
exports grew 18%.

I n addition to sustained focus on sales of value-
added jute goods, the division has started
exploring opportunities at increasing research
and development in partnership with institutes of
repute. This will facilitate collaborative research,
product development, industrial trials and
commercialisation of new value-added fibres.

The new management team has been given
the mandate of turning Birla Jute Mills into the
most admired jute processing unit in terms of
cost, profitability and safety. The division remains
confident that it will, in the years ahead, make
significant contribution to the company’s revenue
as well as profits.

Birla Jute Mills is the only unit in the industry which
has been in operation for more than 100 years
under the same management.

It has adopted the 5E approach to raising the bar,
in which the E represents Excel, Expand, Exports,
Entrepreneurship and Enhance.

VINDHYACHAL STEEL FOUNDRY

Vindhyachal Steel Foundry produces iron & steel
castings primarily for internal consumption. The total
production of castings during the year has been 431.63
Ts. as against 570.92 Ts. in the previous year. The total
sale of castings during the year was 278.64 Ts. (including
269.21 Ts. inter departmental transfer) as against 352.27
Ts. (including 321.47 Ts. inter departmental transfer) in
the previous year.

CAPITAL EXPENDITURE

The details of various Capital Expenditure and Projects
of the Company and its Material Subsidiary during the
financial year 2024-25 are as follows:

Birla Corporation Limited

• Installation of conveying system to transport clinker
from CCW to BCW at Chanderia Unit.

• Installation of conveying system to transport fine coal
from NCCW to CCW at Chanderia Unit.

• Replacement of existing diesel dumpers with EV
Dumpers at Sagmania Mines at Satna Unit.

• Installation of CO₂ gas purging system for coal mill
hoppers at Durgapur Unit.

• Installation of new weigh bridge no 3 dedicated for
weighing of loaded cement trucks at Durgapur Unit.

RCCPL Private Limited (Wholly Owned
Material Subsidiary Company)

• Installation of Alternate Power supply (132KV)
arrangement at Switch yard (Bypass arrangement of
GIS) at Maihar Unit.

• Installation of Over- head Electrification of plant
Railway Siding at Maihar and Mukutban Unit.

• Installation of new Truck Tippler system for Coal
Handling at Maihar Unit.

• Installation of dedicated bulk loading arrangement
below silo no 3 at Mukutban Unit.

• Setting up of concrete testing laboratory at
Kundanganj Unit.

STRATEGIC INVESTMENT IN RENEWABLE
ENERGY

As part of its ongoing commitment to sustainability
and clean energy, the Company has taken step in
strengthening its renewable energy portfolio. On
7^th March, 2025, the Company entered into a Share
Purchase Agreement (SPA) and a Power Purchase
Agreement (PPA) for the acquisition of a 6.04% equity
stake in CGE II Hybrid Energy Private Limited. This
investment comprises of 57,12,120 equity shares of
'10/- each amounting to '5,71,21,200 (Rupees Five
Crore Seventy-One Lakh Twenty-One Thousand Two
Hundred only).

Through this investment, the Company will secure
up to 6 MW of hybrid wind-solar power on a captive
consumption basis for its manufacturing facility located
in Chanderia, Rajasthan.

RCCPL Private Limited, wholly owned material subsidiary
of the Company, on 30^th August, 2024 entered into a
Share Purchase Agreement (SPA) and a Power Purchase
Agreement (PPA) for the acquisition of 3.12% equity
shares in Continuum MP Windfarm Development
Private Limited consisting of 1,39,15,200 equity shares
aggregating to '13,91,52,000/- (Rupees Thirteen Crore
Ninety-One Lakh Fifty-Two thousand only) to source
wind-solar power as a captive consumer for a capacity of

up to 12 MW from a project located in Jaora in the State
of Madhya Pradesh. The said acquisition was completed
on 12^th November, 2024.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 and Rules framed thereunder,
the Annual Return as on 31^st March, 2025 is available on
the Company's website at https://www.birlacorporation.
com/annual-return.html.

COMPOSITION. NUMBER AND DATES
OF MEETINGS OF THE BOARD AND
COMMITTEES

The details of the composition, number and dates of
meetings of the Board and Committees held during
the financial year 2024-25 are provided in the Report
on Corporate Governance forming part of this Annual
Report. The number of meetings attended by each
Director during the financial year 2024-25 are also
provided in the Report on Corporate Governance.
The Independent Directors of the Company held a
separate meeting during the financial year 2024-25
details of which are also provided in the Report on
Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, confirm that:

(a) in the preparation of the annual accounts for
the year ended 31^st March, 2025, the applicable
accounting standards have been followed with
proper explanation relating to material departures,
if any;

(b) the accounting policies adopted in the preparation
of the annual accounts have been applied
consistently except as otherwise stated in the
Notes to Financial Statements and reasonable
and prudent judgments and estimates have been
made so as to give a true and fair view of the state

of affairs of the Company at the end of the financial
year 2024-25 and of the profit for the year ended
31^st March, 2025;

(c) 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;

(d) the annual accounts for the year ended 31^st March,
2025, have been prepared on a going concern basis;

(e) proper internal financial controls were in place and
that the financial controls are adequate and are
operating effectively;

(f) proper systems to ensure compliance with the
provisions of all applicable laws were in place and
are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

Details of loans, guarantees, investments and acquisition
covered under the provisions of Section 186 of the
Companies Act, 2013, are given in the Notes forming
part of the Standalone Financial Statements.

CREDIT RATING

During the year under review, CRISIL has reaffirmed its
ratings for Commercial Paper (CP) to the extent of '200
crore (reduced from '300 crore) as “A1 ”.

ICRA has re-affirmed its rating of “AA” (Outlook revised to
“Stable” from “Negative”) for Long Term Non-Convertible
Debentures of the Company of '250 crore. The rating
Committee of CARE has also reaffirmed its rating as
“CARE AA” (Outlook revised to “Stable” from “Negative”)
for the Non- Convertible Debentures of '250 crore.
During the financial year 2024-25, Debentures worth
'75 crore were repaid as per the repayment schedule
and balance amounting to '175 crore are outstanding
as on date.

Further, CARE has reaffirmed its rating on Long Term
Facilities as “CARE AA” (Outlook revised to “Stable”
from “Negative”) and “CARE A1 ” (Outlook Stable) for
the Company's Long Term / Short Term Bank facilities
aggregating to '1420.66 crore.

India Ratings and Research has reaffirmed “IND AA”
(Outlook Stable) ratings to Non-Convertible Debentures
(listed) issued at floating coupon rate amounting to '150
crore which were prepaid during the year.

Further, during the year, India Ratings and Research
reaffirmed “IND AA” (Outlook Stable) ratings to Non¬
Convertible Debentures (unlisted) amounting to '60
crore which were fully redeemed upon maturity i.e. on
6^th December, 2024.

Also, India Ratings and Research has assigned “IND AA”
(Outlook Stable) ratings to Term Loan amounting to
'250 crore.

FINANCE

The Company efficiently manages its surplus fund
by investing in debt securities, fixed deposits with
banks, financial institutions, and companies with
high creditworthiness. Additionally, it allocates funds
to debt-oriented mutual fund schemes, prioritizing
safety, liquidity, and optimal returns. Borrowings are
continuously monitored to identify opportunities
for refinancing or prepayment in order to minimize
borrowing costs and mitigate foreign exchange risks.

CORPORATE GOVERNANCE

The Board of Directors reaffirm their unwavering
commitment to upholding strong Corporate Governance
Practices in line with the guidelines set forth by the
Securities and Exchange Board of India ('SEBI'). The
Company has adhered to the Corporate Governance
Code as mandated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. A
separate section on the Report on Corporate Governance,
along with a certificate from the auditors confirming
compliance of conditions of Corporate Governance, is
annexed and forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during
the financial year 2024-25 were on an arm's length
basis and in the ordinary course of business and the
provisions of Section 188 of the Companies Act, 2013
are not attracted. The transactions are in compliance
with the applicable provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, during the
year under review, there were no materially significant
related party transactions which may have a potential
conflict with the interest of the Company at large.
Accordingly, the disclosure required under Section
134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2 is not applicable to the Company.

All Related Party Transactions are placed before the
Audit Committee for review and approval. Prior omnibus
approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive
nature. The transactions entered into pursuant to the
omnibus approval so granted, along with a statement
giving details of all related party transactions, are
placed before the Audit Committee for its review on
quarterly basis.

The Company’s Policy on dealing with Related Party
Transactions is uploaded on the Company website and
may be accessed at the link https://birlacorporation.com/
investors/policies/policy-on-related-party-transactions-
BCL.pdf.

The details of the transactions with related parties
pursuant to IND AS during financial year 2024-25 are
provided in the accompanying financial statements.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to the provisions of the Companies Act, 2013
and Rule 8(3) of Companies (Accounts) Rules, 2014,
details relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
are given in “Annexure - A”, which is annexed hereto
and forms part of the Directors' Report.

RISK MANAGEMENT

The Board and Management of the Company are fully
committed to maintaining robust risk management
systems to safeguard the interests of both the
Company and its shareholders. The Board and senior
leadership set a strong tone at the top, emphasizing a
culture of proactive and transparent risk identification
and management.

To formalize this approach, the Board has constituted
a Risk Management Committee responsible for
formulating, implementing, and monitoring the Risk
Management Plan and Policy (‘Policy’) of the Company.
This Policy is also periodically reviewed by the Audit
Committee and approved by the Board, ensuring that
the risk framework remains dynamic and aligned with
the evolving business environment.

The Company has established comprehensive systems
and processes to identify, assess, and manage risks
inherent in its operations and strategic initiatives. These
mechanisms help monitor the Company’s exposure to
key risks that may affect its long-term sustainability,
reputation, or performance. The objective is to ensure
timely identification and effective mitigation of risks
that could potentially impact the Company’s growth or
corporate standing.

Key risk areas have been identified, and specific
mitigation strategies have been developed across a
wide range of domains, including Raw materials and
fuel, Quality, Market, Litigation, Logistics, Community
relations, Intellectual property, Project execution,
Business continuity plan, Financial, Human Resource,
Fraud, Environment, Information technology and cyber
security, Statutory and regulatory compliance.

Through this structured and evolving approach, the
Company aims to enhance resilience, support strategic
decision-making and sustain long-term value creation.

AWARDS & RECOGNITIONS

During the financial year 2024-25, various units of the
Company received several awards and recognitions
for excellence in sustainability, safety, operations, and
community initiatives. The details are as follows:

Satna Unit:

• “5-Star Rating Award” conferred upon Sagmania
Limestone Mines by the Indian Bureau of Mines
(IBM) for scientific, efficient and sustainable
mining practices.

• “5-Star Amrit Kalash Award” awarded to Sagmania
Limestone Mines as a 5-Star Mine in the Jabalpur
Region during the 34^th Mines Environment and
Mineral Conservation Week 2024-25 by the IBM.

• “Performance Excellence Award (Level-1)”, along with
5-S JUSE Certification, presented by the Quality Circle
Forum of India (QCFI), Gwalior, in recognition of the
Unit’s continuous commitment to business excellence.

Chanderia Unit:

• Second Prize under the Safety Award 2025 for large-
scale industries, awarded during the 54^th National
Safety Day celebrations held in Jaipur, Rajasthan.

• “Shiksha Bhushan” Award for excellence in education
under CSR initiatives, conferred during the 28^th
State-Level Bhamashah Samman Samaroh by the
Government of Rajasthan.

• Apex India Green Leaf “Platinum Award - 2023” for
sustainability in the Cement sector, awarded by the
Apex India Foundation, New Delhi (May 2024).

• 10^th Annual Greentech HR Award 2023 in the
Employee Engagement category, presented by the
Greentech Foundation, New Delhi (August 2024).

• Second Prize among large industries for safety
performance, awarded by the Factories & Boilers
Department (March 2025).

Raebareli Unit:

• “Gold Certificate” at the 6^th ICC National Occupational
Health & Safety Conference & Awards 2024, organized
by the Indian Chamber of Commerce.

• “Certificate of Appreciation” under the Manufacturing
Sector (Group-D: Engineering, Cement, Steel, etc.),
awarded by the NSCI Safety Awards 2024.

Durgapur Unit:

• “Gold Award” under the Apex India Green Leaf Award
for Environment Excellence in the Cement sector,
awarded by the Apex India Foundation.

• “Gold Award” under the Occupational Health &
Safety Award in the Cement sector, presented by the
Sustainable Development Foundation.

OCCUPATIONAL HEALTH & SAFETY

The Company recognizes that excellence in Health,
Safety and Environment (HSE) is an ongoing journey and
is steadfast in its commitment to implementing best
practices while ensuring compliance with both national
and international standards.

The Health, Safety & Well-being of the employees,
sub-contractors and all associated personnel are of
paramount importance. The Company is dedicated
to take care of everyone involved in its operations
and conducting all activities in an environmentally
sustainable manner.

To reinforce the safety culture, the Company actively
identifies hazards, assesses risks and implement
appropriate control measures to reduce risks to as low
as reasonably practicable. All incidents are thoroughly
investigated, and corrective and preventive actions are
enforced. Structural integrity, design safety and process
safety are embedded within organizational practices.

Embracing technological advancements, the Company
has deployed AI-enabled cameras to enhance safety
compliance. QR code-based safety inspections are
conducted across plant locations using the Boots
on Ground (BoG) application. Observations, incident
reporting, and action tracking are managed through an
integrated online platform.

A separate capital expenditure (CAPEX) budget
is allocated annually for the safety provisions and
maintenance of safety and health-related assets. This
includes essential safety equipment and disaster
management infrastructure.

In pursuit of accident prevention, the Company has
adopted comprehensive safety programs, including
structural stability dashboard for tracking & monitoring,
process safety assessment, Hazard and Operability
(HAZOP) studies, structured risk assessments and
control measures, emergency preparedness, incident
investigation and analysis, and the horizontal deployment
of learnings from incidents in other industries or plants.
Near-miss incidents, even those without injuries,
receive serious attention and are incorporated into
preventive planning.

To drive behavioural change and enhance safety
awareness, the Company conducts a range of training
programs such as behaviour-based safety, job-specific
training, and general safety awareness sessions. Safety
leadership and visible felt leadership workshops are
regularly organized for senior personnel at both plant
and corporate levels.

The Company ensures full compliance with statutory
requirements under the Factories Act and Mines Act.
All critical equipment, such as lifting tools, pressure
vessels and cranes, undergo mandatory inspections by
certified professionals.

To continuously reinforce a safety-first mindset, safety
posters, slogans, standard operating procedures
(SOPs), and Do’s and Don’ts are prominently displayed
throughout the facilities, including shop floors, canteens,
and plant gates. Annual observances such as National
Safety Week, Mines Safety Week, Road Safety Week,
and Fire Service Day are celebrated to foster a culture
of safety and raise awareness among all employees
and workers.

CORPORATE SOCIAL RESPONSIBILITY

The Company is actively engaged in a wide range of
social and philanthropic initiatives, both independently
and in collaboration with various Trusts and Societies.
As a committed partner in the communities where it
operates, the Company consistently takes meaningful
actions to fulfil its social responsibility objectives.
Over the decades, it has played a proactive role in
driving socio-economic development, contributing
across diverse areas such as healthcare, education,
women’s empowerment, rural infrastructure, and
environmental sustainability. These efforts have

positively impacted the lives of lakhs of people across
India through numerous social, cultural, educational,
and environmental programs.

In accordance with the provisions of the Companies Act,
2013, the Company has formulated a Corporate Social
Responsibility (CSR) Policy, which outlines the framework
for developing and implementing programmes and
projects aimed at benefiting society. This Policy has been
duly approved by the CSR Committee and the Board
of Directors. It serves as a strategic roadmap, guiding
the Company’s CSR initiatives and establishing the
overarching principles for achieving its CSR objectives.
Pursuant to the CSR Policy, the Company continues to
fulfil its CSR obligations through a combination of its own
initiatives and contributions to external trusts, societies,
and other non-governmental organisations engaged
in social service. In line with the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021,
notified by the Ministry of Corporate Affairs, the
Company has further streamlined its CSR processes to
ensure strict compliance with the regulatory framework.

The CSR Policy is available on the Company's website
and can be accessed at: http://www.birlacorporation.
com/investors/policies/csr-policy.pdf.

In accordance with the provisions of Section 135 of the
Companies Act, 2013 and the applicable rules framed
thereunder, the Annual Report on CSR activities, in
the prescribed format, is provided in “Annexure - B”,
which is annexed to and forms an integral part of the
Directors' Report.

ENVIRONMENTAL SUSTAINABILITY

The Company remains committed to sustainable
development and environmental stewardship. It has
undertaken various initiatives to address climate change,
with a particular focus on reducing CO₂ emissions and
preventing pollution. The Company's carbon footprint
is among the lowest in the industry, and approximately
85% of its product portfolio comprises green products,
primarily blended cement.

Significant afforestation efforts have been carried out
across factory premises and mining areas. The Company
is also water positive, driven by comprehensive water
conservation measures such as rainwater harvesting,
protection and sustainable use of water resources and

operational efficiencies like using air-cooled condensers
in captive power plants instead of water-cooled systems.
Additionally, treated wastewater is reused for dust
suppression and plantation, reinforcing the Company’s
commitment to sustainable resource management.

Environmental protection and sustainable development
are integral to the Company’s core business strategy
and decision-making processes. Emissions such as
Particulate Matter (PM), SO₂, and NOx from plant stacks
are maintained well within regulatory limits and are
continuously monitored through advanced online
Continuous Emission Monitoring Systems (CEMS). To
mitigate NOx emissions, the Company has implemented
Selective Non-Catalytic Reduction (SNCR) systems—an
advanced technology that reduces nitrogen oxide levels
without the use of catalysts—at both the Satna and
Chanderia plants.

Efforts to conserve limestone reserves include
optimizing usage through blending of high-grade and
low-grade limestone. Dust pollution in mining areas
and along connecting roads is controlled through the
deployment of water tankers, pumps, rain guns, and
pressurized water spray systems. Treated wastewater
from Sewage Treatment Plants (STPs) is effectively
reused for dust suppression and green belt development,
ensuring optimal resource utilization. The Company
remains focused on reducing its carbon footprint and
greenhouse gas emissions by adopting energy-efficient
and environmental friendly technologies aimed at
enhancing both power and thermal efficiency across
its operations.

To promote water conservation, the Company has
implemented rainwater harvesting in mined-out areas,
along with rooftop water harvesting and water recharge
systems at its plants, further enhancing its Water
Positivity initiatives. The Company has also introduced
an Alternative Fuel and Raw Material Feeding System
(AFR) at its clinker manufacturing units, enabling the
continuous use of alternative fuels. This system reduces
dependence on natural resources like coal, ensures a
steady supply of alternative fuels throughout the year,
and contributes to lowering fuel costs while reducing

the carbon footprint. Additionally, municipal waste is
being co-processed in the kiln. State-of-the-art pre- and
co-processing facilities have been installed at various
units to ensure the consistent use of alternative fuels in
the kiln, further advancing the Company’s commitment
to sustainability.

The Company has implemented Waste Heat Recovery
Systems at all its clinker manufacturing plants, utilizing
hot gases from the pre-heater and clinker cooler to
generate significant power. This initiative has led
to a reduction in Greenhouse Gas (GHG) emissions.
Additionally, grinding aids are introduced across all
units to enhance the consumption of fly ash and slag.
To further protect the environment, the Company
significantly increased its consumption of fly ash in
the financial year 2024-25 at various cement plants.
The Company also operates its own slag granulation
unit in Durgapur, optimizing slag consumption in an
eco-friendly manner. These measures have resulted
in a reduction of clinker usage, leading to lower GHG
emissions, while maintaining the quality and strength of
the cement produced. With a view to promote renewable
energy and also to produce energy through cleaner and
greener sources, the Company has installed Solar Power
Plants at its Integrated Cement Plants. Also, it is sourcing
solar power for Raebareli Plant in group captive mode in
long term Power Purchase Agreement (PPA).

RCCPL Private Limited, a wholly owned subsidiary of
the Company, has also undertaken significant green
energy initiatives. Waste Heat Recovery Systems have
been installed at the Maihar and Mukutban units, while
Solar Power Plants have been set up at the Maihar
and Kundanganj units, operating in captive mode.
Additionally, a new Solar Power Plant has been installed
at the Kundanganj unit under a long-term Power
Purchase Agreement (PPA) in a group captive mode.
During the year, the Company had successfully executed
a long-term PPA for hybrid power (solar and wind) in
group captive mode for the Maihar unit. Furthermore,
the Maihar plant sources fly ash via BTAP rail wagons—a
specialized type of wagon designed to transport powdery
materials like fly ash and alumina—representing a highly
sustainable mode of transportation.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report ("BRSR"), which provides disclosures on the
Company's performance across Environment, Social,
and Governance (ESG) parameters for the financial year
2024-25, forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Retirement by Rotation:

In accordance with the provisions of Section 152 and
other applicable provisions, if any, of the Companies
Act, 2013, read with the Articles of Association of the
Company, Shri Sandip Ghose (DIN: 08526143), Managing
Director & Chief Executive Officer of the Company,
is liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for
re-appointment.

Re-appointment/Retirement/ Cessation:

Re-appointment:

The tenure of Shri Sandip Ghose (DIN: 08526143),
Managing Director & Chief Executive Officer of the
Company, is due to expire on 31^st December, 2025.
Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
at its Meeting held on 9^th May, 2025, approved and
recommended the re-appointment of Shri Sandip
Ghose for a further period of three years with effect
from 1^st January, 2026 to 31^st December, 2028, liable
to retire by rotation. The terms and conditions of his re¬
appointment, including remuneration are in accordance
with the applicable provisions of the Companies Act,
2013 and Schedule V thereto. The proposal for his re¬
appointment is included in the Notice of the Annual
General Meeting (AGM) for shareholders’ approval.

Relevant details, as required under the Companies
Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial
Standard-2 (SS-2), are provided in the annexure to the
Notice of the AGM.

Retirement:

Smt. Shailaja Chandra (DIN: 03320688), Non-Executive
Independent Director of the Company, retired from the
Board of Directors upon completion of her tenure with
effect from the close of business hours on 4^th February,
2025. She had been associated with the Board since
2015. During her tenure, she served as the Chairperson
of the Nomination and Remuneration Committee
and the Risk Management Committee and was also
a member of the Audit Committee and the Corporate
Social Responsibility Committee. The Board places
on record its sincere appreciation for her invaluable
support, advice and guidance to the Company and its
Management. Her contributions significantly aided in
strengthening the Company’s governance framework
and driving resilient growth and performance.

Cessation:

During the year under review, none of the Director has
resigned from the Board of Directors of the Company.
After the end of the financial year, Shri Dilip Ganesh
Karnik (DIN: 06419513) resigned from the position
of Non-Executive Non-Independent Director of the
Company with effect from close of business hours of
9^th May, 2025 in view of his various other commitments
and responsibilities. The Board places on record its
sincere appreciation for the valuable support, advice and
guidance provided by Shri Karnik to the Company and
the Management during his tenure.

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013 read
with the Rules framed thereunder, the following are the
Key Managerial Personnel (KMP) of the Company as on
31^st March, 2025:

1. Shri Sandip Ghose: Managing Director & Chief
Executive Officer.

2. Shri Aditya Saraogi: Group Chief Financial Officer.

3. Shri Manoj Kumar Mehta: Company Secretary &
Legal Head.

During the year under review, there were no changes in
the composition of the KMPs of the Company.

DECLARATION BY INDEPENDENT
DIRECTORS

The Company has received declarations from all the
Independent Directors confirming that they meet
the criteria of independence as prescribed under the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended. There has been no change in circumstances
affecting their status as Independent Directors of
the Company.

Further, all Independent Directors have submitted
declarations confirming compliance with Rule 6(3)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, regarding their
enrolment with the Data Bank maintained by the Indian
Institute of Corporate Affairs (IICA).

In the opinion of the Board, all Independent Directors
possess the requisite qualifications, experience, and
expertise, and demonstrate high standards of integrity.
They continue to discharge their responsibilities with
objectivity, independence ofjudgment, and without any
external influence. A detailed list of key skills, expertise,
and core competencies of the Board, including that of
the Independent Directors, is provided in the Report
on Corporate Governance, which forms part of this
Annual Report.

COMPANY'S POLICY ON DIRECTORS¹
APPOINTMENT AND REMUNERATION

In terms of Section 178 of the Companies Act, 2013
read with Rules framed thereunder and Regulation
19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors
of the Company, based on the recommendation of
the Nomination and Remuneration Committee, had
formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of the
Company, outlines, inter alia, the aims and objectives, the
principles of remuneration, and the components both
fixed and variable of the remuneration package. It also
provides guidelines for determining the remuneration
of Executive and Non-Executive Directors, as well as
criteria for the identification of Board Members and the
appointment of Senior Management.

The criteria for identification of the Board Members,
including those for determining qualifications, positive
attributes, independence, etc., are summarized
as follows:

• A Director should possess high level of personal
and professional ethics, integrity and values. They
should be able to balance the legitimate interest and
concerns of all the Company's stakeholders in arriving
at decisions, rather than advancing the interests of a
particular constituency.

• A Director must be willing to devote sufficient time and
energy in carrying out their duties and responsibilities
effectively. They must have the aptitude to critically
evaluate management's working as part of a team in
an environment of collegiality and trust.

• For every appointment of an Independent Director,
the Committee shall evaluate the skills, knowledge,
expertise and experience on the Board and on the
basis of such evaluation, prepare a description of
the role and capabilities required of an Independent
Director. The person recommended for such role shall
meet the description.

• In evaluating the suitability of individual Board
Members, the Committee takes into account many
factors, including general understanding of the
Company's business dynamics, global business,
social perspective, educational and professional
background and personal achievements. Factors like
eligibility criteria, independence, term and tenure of a
Director should be in accordance with the provisions
of the Act and the Listing Regulations for the time
being in force.

• The Committee evaluates each individual with the
objective of having a group that best enables the
success of the Company's business and achieve
its objectives.

The Nomination and Remuneration Policy as approved
by the Board is uploaded on the Company's website
and may be accessed at the link https://birlacorporation.
com/investors/Nomination--and-Remuneration-Policy.
pdf.

The Managing Director of the Company has not
received any remuneration or commission from any of
its subsidiaries.

ANNUAL EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

The Nomination and Remuneration Committee pursuant
to the powers delegated to it by the Board, has carried
out an annual evaluation of the performance of the
Board, the Directors individually as well as the evaluation
of the functioning of various Committees based on the
criteria for performance evaluation forming part of the
Performance Evaluation Policy of the Company.

For the purpose of proper evaluation, the Directors of
the Company have been divided into 3 (three) categories
i.e. Independent Directors; Non-Independent Chairman
and Non-Independent Non-Executive Directors; and
Executive Directors.

The criteria for evaluation include factors such as
engagement, strategic planning, vision and direction
for growth and development, team spirit and consensus
building, effective leadership, domain knowledge,
ensuring best practices in governance, financial
management and operations, contributions towards
achieving short term and long term goals of the Company
and roadmap for achieving them, management
qualities, team work abilities, result/achievements,
understanding and awareness, leadership qualities,
motivation/commitment/diligence, integrity/ ethics/
values and openness/ receptivity.

The Independent Directors of the Company in its
separate meeting held during the year reviewed the
performance of Non-Independent Directors and Board
as a Whole and Chairman of the Company taking into
account the views of Executive Directors and Non¬
Executive Directors.

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

The overall performance evaluation exercise was
successfully concluded to the satisfaction of the Board.

SUBSIDIARIES. JOINT VENTURES AND
ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company has 7 (Seven)
subsidiary companies, namely RCCPL Private Limited,
Lok Cement Limited, Talavadi Cements Limited,
Birla Jute Supply Company Limited, Budge Budge
Floorcoverings Limited, Birla Cement (Assam)
Limited and M.P. Birla Group Services Private Limited.
Additionally, the Company has 3 (Three) deemed wholly
owned subsidiary companies, namely AAA Resources
Private Limited, Utility Infrastructure & Works Private
Limited and SIMPL Mining & Infrastructure Limited
(formerly known as Sanghi Infrastructure M.P. Limited).

During the financial year, Birla Corporation Cement
Manufacturing PLC, Ethiopia was liquidated and
accordingly, ceased to be a subsidiary of the Company.
Additionally, one subsidiary company, namely
Thiruvaiyaru Industries Limited is currently under the
process of voluntary winding up.

In light of the above developments, these entities
have not been considered in the preparation of the
Consolidated Financial Statements for the year.

During the year, no Company has ceased to be a Joint
Venture or Associate Company of the Company.

The “Policy on 'Material' Subsidiary” is available on the
Company's website and may be accessed at the link
https://birlacorporation.com/investors/policies/policy-
on-material-subsidiarv.pdf.

Pursuant to Section 129(3) of the Companies Act,
2013, read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient features
of the financial statements of Subsidiaries/Associate
Companies/Joint Ventures in Form AOC-1 forms part of
the Consolidated Financial Statements and is therefore
not repeated here for the sake of brevity.

Further, in accordance with the provisions of Section
136 of the Companies Act, 2013, the Annual Financial
Statements of each of the Subsidiaries are available on
the Company’s website at www.birlacorporation.com.

DEPOSITS

During the year, the Company has not accepted any
deposits from the public, as defined under Section
73 of the Companies Act, 2013, and the Rules
framed thereunder.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS

No significant and material order has been passed by
the regulators, courts, tribunals impacting the going
concern status and Company's operations in future.

The Division Bench of the Hon'ble High Court at Calcutta,
while disposing of the various appeals filed from the
judgment and order dated 18^th September, 2020 passed
by the Hon'ble Single Bench, vide its judgment and order
dated 14^th December, 2023 passed in APO No. 92 of
2020 and other connected appeals has clarified that the
Estate of Priyamvada Devi Birla (PDB) comprised only of
shares/assets mentioned in the affidavit of assets filed
in the testamentary suit (T.S. No. 6 of 2004) arising out
of the last Will and Testament dated 18^th April, 1999
(a registered instrument) of Priyamvada Devi Birla. The
rights and powers of the Joint Administrator Pendente
Lite (APLs) appointed over the Estate of PDB is restricted
only to the assets comprised in the Estate of PDB and
nothing further. The defendants in the testamentary suit
have filed Special Leave Petitions against the aforesaid
judgment and order dated 14^th December, 2023. Leave
has been granted by the Hon'ble Supreme Court to
file the Special Leave Petitions. No order of stay of the
judgment and order dated 14^th December, 2023 or
any interim order has been passed in the said Special
Leave Petitions.

It is pertinent to mention here that the Estate of
Priyamvada Devi Birla holds only 1260 shares (0.001%)
in the Company.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has established adequate internal control
systems and procedures, which are in line with its size
and the nature of its business. The primary objective
of these systems are to ensure the efficient use and

protection of the Company's resources, accuracy in
financial reporting and compliance with applicable
statutes, corporate policies and procedures.

Internal audits are conducted periodically across all
locations by Management Audit Team, Chartered
Accountants or audit firms, who assess and report on the
efficiency and effectiveness of the internal controls. The
adequacy of these internal control systems is reviewed
by the Audit Committee of the Board on a periodic basis.

During the year under review, neither the Internal
Auditors nor the Statutory Auditors made any material
observations concerning the efficiency or effectiveness
of these controls.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a robust and comprehensive Internal
Financial Control system commensurate with the size,
scale and complexity of its operations. The system
encompasses the major processes to ensure reliability
of financial reporting, compliance with policies,
procedures, laws and regulations, safeguarding of assets
and economical and efficient use of resources.

The controls were tested during the year and no
reportable material weaknesses either in their design
or operations were observed.

The policies and procedures adopted by the Company
ensures orderly and efficient conduct of its business
and adherence to the Company's policies, prevention
and detection of frauds and errors, accuracy in the
record-keeping and timely preparation of reliable
financial information.

The Internal Auditors continuously monitor the efficacy
of Internal Financial Control System with the objective
of providing to the Audit Committee and the Board of
Directors an independent, objective and reasonable
assurance on the adequacy and effectiveness of the
organization's risk management measures with regard
to the Internal Financial Control System.

The Audit Committee has satisfied itself on the adequacy
and effectiveness of the Internal Financial Control System
laid down by the management. The Statutory Auditors

in its report have expressed an unmodified opinion on
the adequacy and operating effectiveness of the Internal
Financial Control System over financial reporting.

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has adopted a Vigil Mechanism/Whistle
Blower Policy to enable Directors and employees to
report concerns regarding unethical behaviour, actual
or suspected fraud, or violations of the Company's Code
of Conduct or ethics policy, if any. The Policy includes
safeguards to ensure that no employee is victimized for
using the mechanism, and it also provides for direct access
to the Chairman of the Audit Committee. Additionally, the
Policy includes a mechanism for reporting any instances
or suspicions of leaks of Unpublished Price Sensitive
Information (UPSI) in accordance with Regulation 9A
of the SEBI (Prohibition of Insider Trading) Regulations,
2015. The Vigil Mechanism/Whistle Blower Policy has
been uploaded on the Company’s website at www.
birlacorporation.com.

DETAILS RELATING TO REMUNERATION
OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND EMPLOYEES

Disclosure 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
is given in “Annexure - C” which is annexed hereto and
forms part of the Directors' Report.

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 and Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement
comprising the names of top 10 (ten) employees in
terms of remuneration and names and other particulars
of the employees drawing remuneration in excess of
the limits set out in the said Rules forms part of the
Directors' Report.

The above Annexure is not being sent along with this
Annual Report to the Members of the Company. Members
who are interested in obtaining these particulars may
write to the Company Secretary at the Registered
Office/Corporate Office of the Company. In terms of the

provision of Section 136 of the Companies Act, 2013,
the aforesaid Annexure is also available for inspection by
Members at the Registered Office/ Corporate Office of
the Company 21 days before and up to the date of the
ensuing Annual General Meeting during the business
hours on working days.

HUMAN RESOURCES AND INDUSTRIAL
RELATIONS

Employees are the core strength of the Company.
The Company continues to focus on fostering a work
environment that provides opportunities for growth
and performance improvement. To align employees
with business goals and strategies, the Company have
implemented the Objectives and Key Results (OKRs)
methodology. This approach promotes transparency,
alignment, and accountability within the organization,
enabling everyone to work towards common objectives
with measurable outcomes.

The Company has robust and up-to-date Human
Resource (HR) policies in place to ensure proper
performance evaluations, which are essential for
developing future leaders. Harmonized HR Policies have
helped streamline HR processes and ensure consistent
decision-making across the organization.

The Company has made continuous efforts to improve
HR service delivery through the use of DarwinBox,
a SaaS-based platform for managing HR processes.
Modules such as Compensation, Travel, Reimbursement,
and Recruitment have been implemented to enhance
the employee experience and optimize HR operations.
The Performance Module has also been introduced
to track OKRs, conduct feedback sessions, perform
transparent appraisals, and monitor performance
through regular check-ins. Additionally, the Recruitment
Module has facilitated internal job postings, allowing
current employees to apply for roles that align with their
skills, career goals, or interests.

Learning & Development (L&D) initiatives have been
streamlined to encompass a wide range of ongoing
efforts aimed at improving the skills, knowledge, and
capabilities of employees at all levels. Through Training
Needs Identification (TNI), we have identified skill gaps
and fulfilled training needs by offering regular functional
and behavioural training across the Company. Employee

well-being programs were also conducted to support,
engage, and motivate employees, fostering a higher
level of work commitment.

The HR Department has consistently worked towards
fostering cordial working relationships and maintaining
good industrial relations. These efforts ensured that
industrial relations remained harmonious across
all offices and establishments throughout the year.
Statutory compliance with labour laws has been strictly
adhered to.

The Company has permanently closed the manufacturing
establishment of the PVC Flooring Plant at its Birla
Vinoleum Division, located at Birlapur, effective from
20^th February, 2025.

PREVENTION OF SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE

To ensure a safe working environment for women
employees and in compliance with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the
Company has formulated a Policy on the Prevention of
Sexual Harassment of Women at the Workplace. This
policy is available on the Company’s internal portal for
information of all employees.

The Company has complied with the provisions relating
to constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Internal Complaints Committee comprises of three
employees and one external member. The Presiding
Officer of the Committee is a senior female employee
of the Company.

During the financial year ending 31^st March, 2025, no
complaints related to sexual harassment were received
from any of the Company’s locations, and there were no
pending cases to be addressed during the same period.

AUDITORS & AUDITORS¹ REPORT

Statutory Auditors:

M/s. V. Sankar Aiyar & Co., Chartered Accountants (Firm
Registration No. 109208W) were re-appointed by the
members of the Company at the 102^nd Annual General

Meeting held on 27^th September, 2022, as the Statutory
Auditors of the Company for the second term of 5 (Five)
consecutive years to hold office from the conclusion of
the 102^nd Annual General Meeting till the conclusion of
the 107^th Annual General Meeting of the Company to be
held in the year 2027.

The Auditors' Report and notes to the financial
statements are self-explanatory and therefore do not
call for any further comments/explanation.

Cost Records and Cost Auditors:

The Company is required to maintain cost records as
specified by the Central Government under Section
148(1) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 and
accordingly, such accounts and records are made and
maintained by the Company.

The Board of Directors based on the recommendation
of the Audit Committee has appointed M/s. Shome
& Banerjee, (Firm Registration No. 000001), Cost
Accountants, as the Cost Auditors of the Company for
the financial year 2025-26 for auditing the cost records
of the Company relating to manufacture of cement, jute
goods and steel products including other machinery
and mechanical appliances.

As required under Section 148(3) of the Companies Act,
2013, the remuneration payable to the Cost Auditors, as
approved by the Board, is required to be placed before
the Members in a general meeting for their ratification
and the same forms part of the Notice of the ensuing
Annual General Meeting.

M/s. Shome & Banerjee has confirmed that they are free
from any disqualifications specified under Section 141(3)
and proviso to Section 148(3) read with Section 141(4)
and all other applicable provisions of the Companies Act,
2013 and their appointment meets the requirements of
Section 141(3)(g) of the Companies Act, 2013. They have
further confirmed their independent status and arm's
length relationship with the Company.

The Company submits its Cost Audit Report with the
Ministry of Corporate Affairs within the stipulated
time period.

Secretarial Auditors:

The Board of Directors based on the recommendation
of the Audit Committee had appointed M/s. Mamta
Binani & Associates, Company Secretaries, to conduct
secretarial audit of the Company for the financial year

2024- 25. The Secretarial Audit Report received from
M/s. Mamta Binani & Associates, Company Secretaries
for the financial year ended 31^st March, 2025 is given in
“Annexure - D” which is annexed hereto and forms part
of Directors' Report. The Report is self-explanatory and
do not call for any comments.

Pursuant to Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
Board of Directors of the Company based on the
recommendation of the Audit Committee, at their
meeting held on 9^th May, 2025, approved the appointment
of M/s. Mamta Binani & Associates, Company Secretaries
(Firm Registration No. P2016WB060900), as the
Secretarial Auditors of the Company for a term of five (5)
consecutive years, commencing from the financial year

2025- 26 till financial year 2029-30, subject to approval
of the Members at the ensuing Annual General Meeting
of the Company.

The Company has received consent from M/s. Mamta
Binani & Associates, Company Secretaries, along with
a certificate of eligibility, confirming that they are not
disqualified from being appointed as the Secretarial
Auditors under the applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligati0ns
and Disclosure Requirements) Regulations, 2015.
Additionally, they have confirmed that they hold a
valid peer review certificate issued by the Institute
of Company Secretaries of India, in compliance with
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report
submitted by the Secretarial Auditors of RCCPL Private
Limited, a material subsidiary of the Company in terms
of Regulation 16(1)(c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 has
been given in “Annexure - E” which is annexed hereto
and forms part of Directors' Report.

There are no audit qualifications, adverse remarks or
disclaimer in the respective reports of the Statutory
Auditors and Secretarial Auditors for the year
under review.

None of the Auditors of the Company has reported
any fraud as specified under Section 143(12) of the
Companies Act, 2013.

APPLICATION UNDER THE INSOLVENCY
AND BANKRUPTCY CODE

No application has been made under the Insolvency and
Bankruptcy Code. Therefore, the requirement to disclose
details of any application made or proceedings pending
under the Insolvency and Bankruptcy Code, 2016, along
with their status as at the end of the financial year, is
not applicable.

DIFFERENCE IN VALUATION

There were no instances of one-time settlement with
banks or financial institutions, and therefore, the
discrepancies in valuation as enumerated under Rule
8(5)(xii) of the Companies (Accounts) Rules, 2014, as
amended, do not apply.

COMPLIANCE WITH SECRETARIAL
STANDARDS

During the financial year, the Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which
relate to Management Discussion & Analysis, describing
the Company's objectives, projections, estimates,
expectations or predictions may be 'forward looking
statements' within the meaning of applicable laws
or regulations. Actual results could however differ
materially from those expressed or implied. Important
factors that could make a difference to the Company's
operations include global and domestic demand-supply
conditions, finished goods prices, raw materials and
fuels cost & availability, transportation costs, changes
in Government regulations and tax structure, economic
developments within India and in the countries with

which the Company has business contacts and other
factors such as litigation and industrial relations.

APPRECIATION

The Directors would like to extend their sincere
appreciation for the support and cooperation extended
to the Company by the Government of India, State

Governments, Financial Institutions, Banks, Dealers,
Customers, Vendors and other Stakeholders.

Guided by a strong vision, upheld by core values
and powered by internal strength, the Directors are
optimistic about the future and remain dedicated to
creating an even brighter tomorrow for all stakeholders.

For and on behalf of the Board of Directors

Harsh V. Lodha Sandip Ghose

Chairman Managing Director &

Place: Kolkata (DIN: 00394094) Chief Executive Officer

Dated, the 9^th May, 2025 (DIN: 08526143)