FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S
AFFAIRS

The Company's full-year consolidated revenue was at ' 9772.56 crore,
which represents an increase of 4.94% over the consolidated revenue of
' 9312.40 crore during the FY 2024-25. Cement sales by volume grew
3.52% year-on-year. The net profit increased to ' 557.58 crore from
' 295.22 crore in the previous year. EBITDA for the year grew 19.49% to
' 1571.39 crore versus ' 1315.13 crore in FY 2024-25.

For the second consecutive year, the Company faced adverse market
conditions in both cement and jute businesses. In the cement business,
prices remained flat, while in the jute business, a sharp spike in raw
jute prices impaired profitability. Even so, the Company turned in
higher profit than the previous year by raising capacity utilisation, cost
optimisation and efficiency improvement.

DIVIDEND

The Board has recommended a dividend of ' 12.50 per share (i.e. 125%)
on 7,70,05,347 Ordinary Shares of the Company for the year ended 31^st
March, 2026 aggregating to ' 96.26 crore. The dividend recommended
is in accordance with the Company's Dividend Distribution Policy
formulated in terms of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the same is
uploaded on the Company's website at https://www.birlacorporation.
com/investors/policies/dividend-distribution-policy.pdf.

The Dividend is subject to the approval of the Members at the ensuing
Annual General Meeting. Dividend income is taxable in the hands of the
Members and the Company is required to deduct tax at source from
the dividend payable to the Members at the rates prescribed under the
Income Tax Act, 2025.

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
FY 2025-26 in the Statement of Profit & Loss for the financial year ended
31^st March, 2026.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2026
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, 2026, none of the Directors of the Company
hold instruments convertible into equity shares of the Company.

DEBENTURES / COMMERCIAL PAPERS

During FY 2025-26, the Company undertook the following redemptions of
Non-Convertible Debentures (NCDs):

• On 18^th August, 2025, a partial redemption of? 60 crore was made
out of the ' 140 crore outstanding under 2,000 listed, secured,
redeemable NCDs (Series-VI) of ' 7,00,000/- each. Accordingly, the
face value of debentures has been reduced from ' 7,00,000/- to
' 4,00,000/- each.

• On 12^th September, 2025, a partial redemption of' 15 crore was
made out of the ' 35 crore outstanding under 500 listed, secured,
redeemable NCDs (Series-VII) of ' 7,00,000/- each. Accordingly,
the face value of debentures has been reduced from ' 7,00,000/-
to ' 4,00,000/- each.

As on 31^st March, 2026, the Company's outstanding Non-Convertible
Debentures stood at ' 100 crore which are listed on the wholesale debt
market segment of BSE Limited.

The Company had raised ' 200 crore by issue of Listed Commercial
Papers during FY 2025-26. The Company had listed its Commercial
Papers on Wholesale Debt Market segment of BSE Limited. As on 31^st
March, 2026 there are no outstanding Commercial Papers. The Company
has not defaulted on payment of any dues to the financial lenders.

FINANCIAL STATEMENTS

The Company has prepared its financial statements as per IND AS
requirements for FY 2025-26. 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, 2026.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2025¬
26 have been prepared in accordance with the applicable provisions
of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and 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 FY
2025-26 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, 2026 are given herein below:

* I nterest Coverage Ratio was higher for the year ended 31^st March, 2026 due to
increase in EBITDA as compared to last year.

** Operating Profit Margin, Net Profit Margin and Return on Net Worth are higher
for the year ended 31^st March, 2026 due to higher profitability.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company
during FY 2025-26.

CEMENT DIVISION

(a) CEMENT INDUSTRY OVERVIEW:

FY 2025-26 was marked by rising input costs and muted pricing,
despite healthy growth in cement sales by volume. It is estimated
that cement demand in FY 2025-26 grew around 9% year-on-year
to 490 million tons (mt), driven primarily by the housing sector
and infrastructure.

With around 43 mt of new production capacity being
commissioned during the year, capacity utilization for the industry
remained at around 70%. Leaders in the cement industry continue
to push for aggressive capacity expansion: they have announced
capital expenditure plans to the tune of ' 120,000 crore till FY
2027-28.

I n the wake of already intense competition, there was a brief
uptick in prices in the first half of FY 2025-26, but prices remained
largely flat at the end of the year as producers pushed for gains
in market share. As a result, the industry couldn't pass on to
consumers the increase in production cost.

The cement industry is expected to derive sustained benefits from
the Union government's budgetary support to the infrastructure
sector announced in 2025. But intense competition has kept prices
down even as rising diesel prices and supply chain disruptions
linked to the West Asia conflict impacted freight costs.

Margins were further impacted by petcoke prices, which rose
35% through the year.

(b) REVIEW OF OPERATIONS AND PERFORMANCE:

Birla Corporation concluded FY 2025-26 with the commissioning
of its subsidiary RCCPL Private Limited's 1.40 mt brownfield
capacity expansion at the Kundanganj unit. Post this expansion,
which cost around ' 300 crore, Birla Corporation's consolidated
production capacity stands at 21.40 mt. This is going to be further
scaled up to 27.60 mt by FY 2028-29 as announced earlier.

The Company faced intense pricing pressure in central India,
especially in Uttar Pradesh due to competition and supply
overhang, while there were some marginal improvements in
prices in the eastern and western markets. The revision of GST
during the year impacted demand for a short while.

The Company's consolidated profitability witnessed a healthy boost
despite subdued cement prices. Though realisation for the year
remained flat at ' 4,869/ton, the cement division's EBITDA per ton
rose 15.08% to ' 786, as the Company contained costs, overcoming
inflationary pressure. The division's EBITDA margin for the year under
review was 16.14%, up 211 basis points from the previous year.

The Company's consolidated cement sales by volume grew 3.52%
year-on-year to 18.72 mt as capacity utilization for FY 2025-26 rose
to 95% from 91 % in the previous year. The March quarter of FY 2025¬
26 stood out for several landmarks: highest ever quarterly sales
by volume of 5.50 mt, highest ever quarterly sales by volume of
premium cement and capacity utilization of 108%, among others.

The Company's portfolio of premium brands registered healthy
growth in FY 2025-26 with sales by volume of Perfect Plus, the
flagship brand, growing 21.81% year-on-year. Sales of Unique Plus,
too, registered a robust growth of 23.69% by volume, albeit on a
lower base. Sales of blended cement during the year at 87.72% of
total sales represent a volume growth of 11.13% over the previous
year.

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:

Consolidated cement sales during FY 2025-26 at 18.72 mt as
against 18.08 mt in the previous year represent a 3.52% growth.
On a standalone basis, Birla Corporation's cement sales during
the year under review at 9.46 mt grew 0.94% year-on-year, while
RCCPL's sales at 9.45 mt represent a growth of 5.73%.

Power Plant (Standalone):

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

Cost and Profitability:

Realization from cement sales remained under pressure almost
the entire length of the year under review. For the full year,
realization at ' 4,869/ton was almost unchanged from the
previous year as the Company was unable to raise prices in the
face of intense competition for market share. EBITDA per ton for
the year under review at ' 786 represents a growth of 15.08%
over the previous year.

The Company registered significant improvement in sales,
accompanied by 18.57% year-on-year growth in EBITDA per ton,
in first quarter of FY 2025-26, but the rest of the year was rather
sluggish. Faced with difficult market conditions, the Company
intensified efforts to improve efficiency and optimize operating
cost.

During the year, the Company has scaled up its consumption of
green power to 31.00% of total power consumed compared with
24.83% in the previous year. Thanks to benign fuel cost through
most of the financial year, the Company's power and fuel cost for
FY 2025-26 was at ' 993 per ton of production, down 4% from
' 1,035 in the previous year.

Marketing Initiatives:

In FY 2025-26, the Company recorded a 3.52% growth in sales by
volume over the previous year. Dispatches from Kundanganj Line
III commenced in March 2026, marking a significant milestone in
capacity expansion.

The Company delivered steady sales growth during the year while
maintaining a strong market position in the premium segment.
Premium cement contributed 61.33% of trade channel sales,
reflecting robust brand positioning and customer preference. The
trade segment registered a healthy growth of 14.25% during the
year.

Blended cement, a high-yield product, accounted for 87.72%
of the Company's total sales by volume, yet again vindicating
the Company's strategic focus on value-accretive products.
Sustained focus on market share retention and targeted growth
in key segments enabled the Company to deliver resilient overall
performance.

' Unnati' a strategic initiative focused on driving profitability-led
growth built on five core pillars—profitable revenue growth,
cost optimization, sustainable growth, right-to-win markets, and
channel engagement—delivered tangible outcomes to enhance
profitability.

The Humsafar platform was further enhanced with advanced
analytics and implemented Power BI dashboards for Clinker
realisation/ PCR tracking, logistics visibility, and complaint
monitoring enabling real-time, data-driven decisions and
improved governance.

Through Customer Relationship Management (CRM) led
programs, influencer platforms (AN, AK), and capability-building
initiatives, the Company strengthened engagement, improved
data accuracy, and ensured scalable, transparent operations
across Sales, Marketing, and Logistics functions.

IT and Digital Initiatives:

During the year, the Company made further progress with
its digital transformation initiatives through the adoption of
automation, analytics, artificial intelligence, Industrial Internet of

Things (I IoT), and digital workflows across the cement value chain.
Key focus areas included strengthening the sales and dealer
digital ecosystem, enhancing logistics and supply chain visibility,
enabling predictive maintenance of critical assets, and improving
productivity, and governance through digital approvals and
automated processes. These initiatives supported improved
operational efficiency and data-driven decision-making across
business functions.

The Company also strengthened its cybersecurity framework,
business continuity, and disaster recovery capabilities, supported
by enhanced governance measures and employee awareness
programmes. Further, a data governance and privacy framework
aligned with the Digital Personal Data Protection Act, 2023
was initiated. The Company remains committed to leveraging
artificial intelligence and emerging digital technologies to drive
operational excellence, sustainability, and customer experience.

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.

The Expert Committee constituted by the Hon'ble Supreme Court
submitted its report on the study of environmental pollution and
its impact on all structures in the fort from the blasting operations.
As per the report there is no impact of blasting in the mines of the
Company at Chittorgarh Fort.

The matter is presently sub judice before the Hon'ble Supreme
Court.

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:

I ndia remains a bright spot in a slowing global economy, having
concluded FY 2025-26 with a GDP growth of 7.6%, surpassing
7.1% in the previous year. Projections for FY 2026-27, however,
are far more conservative, at 6.6% to 6.9%. Inflation has hovered
around 1.9% between April 2025 and February 2026 thanks to
sustained decline in food and fuel prices. But Reserve Bank of India
expects inflation to settle around 4.6% in FY 2026-27.

The outlook for FY 2026-27 is cautiously optimistic, given
unknowns such as the ongoing West Asia conflict and its impact
on oil prices and global supply chains. Inflation has already
started to creep up, amid fears of lower-than-average monsoons.
According to latest Indian Meteorological Department forecasts,
monsoons in 2026 could be significantly lower than long-
period average. If that were to happen, it could raise food prices
significantly and add to inflationary pressure.

All the above factors along with the continuous expansion in
cement production capacity could impact the operations of the
Company. On the brighter side, the government's commitment
to housing and infrastructure creation should augur well for the
industry by shoring up cement demand.

(d) OUTLOOK:

For years, increase in cement production capacity has outpaced
growth in demand. As a result, cement manufacturers have
struggled to raise prices even amid cost pressures. With leaders
in the industry announcing plans to augment capacity further at
an investment of a whopping ' 1,20,000 crore till FY 2027-28, the
supply overhang and intense competition for market share will
persist.

I n the face of pressure on profitability, cement companies will
have to redouble efforts to improve operational efficiency, pare
operating costs and increase consumption of green power.
The cement industry needs to rapidly adopt decarbonization
technologies, driven by policy requirements. Producers are under
pressure to lower clinker-to-cement ratio and those failing to
adapt could face a significant hit on profitability.

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

JUTE DIVISION

(a) JUTE INDUSTRY OVERVIEW:

The jute industry is extremely susceptible to vagaries in raw jute
production. India's raw jute production has fluctuated between
60 and 95 lakh bales of 180 kg each in the past decade, reflecting
changes in farming techniques, rainfall variation and market
factors.

The industry faced massive escalation in raw jute prices for two
consecutive years—FY 2024-25 and FY 2025-26—as raw jute
output remained depressed at around 75 lakh bales. The sharp
escalation in prices from November 2025 disrupted operations
across the industry as it forced mills to scale back production and
squeezed margins.

Whereas mills have hardly any control over raw jute prices, they
are forced to sell a lion's share of their output at government-
regulated prices. Indian mills are currently able to export only
a small fraction of their total production, but exports, too, are
extremely sensitive to geopolitical uncertainties such as the West
Asia crisis.

(b) PERFORMANCE:

Birla Jute Mills reported a negative EBITDA (loss) of ' 2.99 crore for
FY 2025-26 compared with a negative EBITDA of ' 6.13 crore in
the previous year. Though Birla Jute Mills reduced conversion cost
for the year by 8% from the previous year, it couldn't mitigate the
impact of the sharp spike in raw jute prices since November 2025.
During the year under review, domestic sales grew 9.12%, while
exports grew 23.95%.

Production & Dispatch

Sales

(c) COST AND PROFITABILITY:

For the second year on the trot, Birla Jute Mills reported negative
EBITDA, largely on account of the same reason: fall in raw jute yield
and a sharp spike in raw jute prices. In its bid to mitigate the effect
of this external shock, the division implemented various measures
to improve efficiency, resulting in reduction in losses.

(d) THREATS AND OPPORTUNITIES:

Raw jute prices are showing no signs of stabilizing, and as such
profitability remains under immense pressure. According to
projections of the Indian Meteorological Department, rainfall in
FY 2026-27 could be lower than long period average at around
90% or so. That could impact jute cultivation and result in further
escalation of raw jute prices.

J ute is a water intensive crop and a deficit monsoon creates a
two-pronged problem: shortage of water leads to poor retting,
which, in turn, impairs fibre quality; and a decline in harvest leads
to supply side shocks as spot prices shoot up and squeeze margin
for mills.

Bangladesh has introduced cash subsidies on jute exports, making
Indian products considerably more expensive. It may be difficult
to mitigate this competitive edge and compete with Bangladeshi
products, particularly jute bags, in the export market.

The use of jute geotextiles in road construction and riverbank
protection is steadily increasing, and provides a significant
business opportunity for mills. The demand for biodegradable soil
stabilizers is expected to increase substantially as the government
scales up road construction under projects such as PM Gati Shakti.

(e) OUTLOOK:

FY 2026-27 could be another challenging year for Birla Jute Mills
as raw jute prices continue to creep up and monsoons are feared
to remain below normal. Scaling up exports will be difficult given
the competitive edge of Bangladeshi products and geopolitical
tension in West Asia. To address these headwinds, Birla Jute Mills
is looking to improve productivity and develop new products for
overseas markets.

VINDHYACHAL STEEL FOUNDRY

Vindhyachal Steel Foundry produces iron & steel castings primarily for
internal consumption. The total production of castings during the year
has been 150.20 Ts. as against 431.63 Ts. in the previous year. The total
sale of castings during the year was 364.18 Ts. (including 355.05 Ts. inter
departmental transfer) as against 278.64 Ts. (including 269.21 Ts. inter
departmental transfer) in the previous year.

MINERAL BLOCKS

In view of the increasing importance of securing key raw materials for
the cement industry, the Company and its material subsidiary actively
participated in the mineral block auctions conducted by the Ministry of
Mines, Government of India, during FY 2025-26.

Pursuant to the said auctions, the Company was declared as the
Preferred Bidder for mining lease for the below mentioned Limestone
block during FY 2025-26:

Further, the Company's material subsidiary RCCPL Private Limited was
declared as the Preferred Bidder for Composite Licenses for the below
mentioned mineral blocks during FY 2025-26:

CAPITAL EXPENDITURE

The details of various Capital Expenditure and Projects of the Company
and its Material Subsidiary completed during the FY 2025-26 are as
follows:

Birla Corporation Limited

• Installation of loose cement loading system in tanker at CCW
packing Plant at Chanderia Unit.

• I nstallation of Hot gas duct re-routing from CCW PH to Coal Mills
at Chanderia Unit.

• Replacement of reciprocating compressor with high efficiency
screw compressors for CCW & NCCW Kiln control air circuit at
Chanderia Unit.

• Replacement of Diesel Dumpers with EV Dumpers at Sagmania
Mines at Satna Unit.

• Construction of Clinker Silo at Satna Unit.

RCCPL Private Limited (Wholly Owned Material Subsidiary
Company)

• Commissioning of new Cement Mill (Line-3) commercial
production at Kundanganj grinding unit in Uttar Pradesh.
With this expansion, the production capacity of the unit has
increased by 1.40 million ton. The enhanced grinding capacity
at Kundanganj is expected to further strengthen the Company's
competitive position in its key markets across central and eastern
Uttar Pradesh.

• Procurement of 3 nos. Electric Dumper (EV) with setup of Charging
Station at Maihar Unit.

• Installation of new Packer with Truck Loading Machines at
Mukutban Unit.

STRATEGIC INVESTMENT IN RENEWABLE ENERGY

As part of its commitment to sustainability and clean energy, the
Company continued to strengthen its renewable energy portfolio
through multiple initiatives:

• Birla Jute Mill, Birlapur commissioned a 2.1 MW rooftop solar power
plant in December 2025, increasing renewable energy share to
approximately 10%-15% of the Mill's power consumption.

• Durgapur Unit commenced procurement of green power through
the Open Access mechanism within permissible DVC limits.

• RCCPL's Mukutban and Kundanganj Units are in the process
of setting up 5 MW ground-mounted solar plants each. These
initiatives reflect the Company's continued focus on energy
efficiency, carbon reduction and sustainable operations.

• RCCPL Private Limited, wholly owned material subsidiary of the
Company, on 29^th August, 2025 entered into a Share Purchase
Agreement (SPA) and a Power Purchase Agreement (PPA) for
the acquisition of 26.00% equity shares in Enfinity Global Energy
Innovations Private Limited to enhance source of Renewable
Power supply up to 6 MW for its plant located in Kundanganj,
Uttar Pradesh.

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, 2026 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 FY 2025-26 are provided in the
Report on Corporate Governance forming part of this Annual Report.
The number of meetings attended by each Director during FY 2025¬
26 are also provided in the Report on Corporate Governance. The
Independent Directors of the Company held a separate meeting during
FY 2025-26 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) i n the preparation of the annual accounts for the year ended 31^st
March, 2026, 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 2025-26 and of the profit for the year ended
31^st March, 2026;

(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) t he annual accounts for the year ended 31^st March, 2026, 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 GIVEN, INVESTMENTS MADE
AND GUARANTEES GIVEN OR SECURITY PROVIDED BY THE
COMPANY

The details of the loans given, investments made or guarantees given or
security provided during the year, as required under Section 186 of the
Companies Act, 2013 are given in 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 as "A1 ”.

ICRA has re-affirmed its rating of ICRA "AA” (Outlook "Stable”) for Long
Term Non-Convertible Debentures of the Company of ' 175 crore. The
rating Committee of CARE has also reaffirmed its rating as "CARE AA”
(Outlook "Stable”) for Long Term Non-Convertible Debentures of the
Company of ' 175 crore. During the FY 2025-26, Debentures worth
' 75 crore were repaid as per the repayment schedule and balance
amounting to ' 100 crore are outstanding as on 31^st March, 2026.

Further, CARE has reaffirmed its rating on Long Term Facilities as "CARE
AA” (Outlook "Stable”) and "CARE A1 ” for the Company's Long Term /
Short Term Bank facilities aggregating to ' 1,487.50 crore.

Also, during the year, India Ratings and Research has reaffirmed its
rating "IND AA” (Outlook "Stable”) on Long Term Bank Facilities of ' 250
crore and has assigned as "IND AA” (Outlook "Stable”) ratings to Long
Term Bank facilities amounting to ' 128.15 crore.

FINANCE

The Company prudently manages its surplus funds by investing in
debt securities and fixed deposits with banks, financial institutions,
and other highly creditworthy entities. It also allocates funds to debt-
oriented mutual fund schemes, with due consideration to safety,
liquidity, and returns. Borrowings are continuously monitored to identify
opportunities for refinancing or prepayment, enabling the Company to
lower borrowing costs and mitigate foreign exchange exposure.

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 FY 2025-26 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.

During the year under review, the Board of Directors based on the
recommendation of the Audit Committee had revised the Policy
on Related Party Transaction in order to align the said policy with
the amendments made in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Industry Standards on
minimum information to be provided for review of the Audit Committee
and shareholders for approval of related party transactions.

The details of the transactions with related parties pursuant to IND AS
during FY 2025-26 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
Operational Risks, Market Risks, Supply Chain Risks, Human Resource
Risks, Safety, Health and Environmental Risks, Financial Risks, Regulatory
and Compliance Risks, Strategic Risks, Information Technology
and Cybersecurity Risks, Business Continuity Risks and Social and
Governance Risks.

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 year, the Company has been declared as the Winner of
'Golden Peacock Award for Excellence in Corporate Governance' for
the year 2025. Golden Peacock Awards for Corporate Leadership and
Institutional Excellence, over the time, have become a hallmark of
excellence, both locally and globally. Golden Peacock Award is the only
award which has meticulously defined and transparent selection criteria
and is determined by a highly elaborate and independent assessment
process.

The details of other various awards and recognitions received by various
units of the Company during the FY 2025-26 are as follows:

Satna Unit:

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

• "35^th Mines Environment and Mineral Conservation Award”
awarded to Sagmania Limestone Mines as a 5-Star Mine in the
Jabalpur Region by the Indian Bureau of Mines (IBM).

• "Certificate of Appreciation” on "11^th FICCI Award for Excellence in
Safety System”.

• "Certificate of Shram Star Rating (5-Star)” received from
Government of Madhya Pradesh Labour Department for voluntary
abidance of Labour Laws, fulfilment of labour welfare related
parameters and self-compliances of regulatory provisions.

Chanderia Unit:

• "Platinum Award” under Apex India ESG Excellence Award 2024,
awarded by Apex India Foundation, Dehradun (May 2025).

• " Diamond Award” under 9^th Apex India Occupational Health &
Safety Award 2024 awarded by Apex India Foundation, Dehradun
(May 2025).

• "Shiksha Shree” award for outstanding contribution in the area
of Education conferred during District Level-Bhamashah by the
Government of Rajasthan.

• Corporate Social Responsibility Award 2023-24 under category of
Health, Drinking Water, Sanitation & Hygiene by FICCI, New Delhi.

• i CC Sustainability Excellence Award 2025 by Indian Chamber of
Commerce, New Delhi (September 2025).

• iconSWM-CE Excellence Platinum Award for Co-Processing 2025
for Highest average TSR achieved in Five years by IconSWM-CE &
IPLA Global Forum, Dehradun (November 2025).

Raebareli Unit:

• "Silver Award in Excellence in HSE initiatives and Risk Management”
by the American Society of Safety Professional (ASSP) - India
Chapter 2025-26.

Durgapur Unit:

• Rotary National CSR Award for outstanding contribution towards
Community and Economic Development.

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 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 and uses drones
for confined space inspections. 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 emergency management
infrastructure.

In pursuit of accident prevention, the Company has adopted
comprehensive safety programs, including a structural stability
dashboard for tracking and monitoring, process safety assessments,
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 receive serious attention
and are incorporated into accident prevention protocols.

To drive behavioural change and enhance safety awareness, the
Company conducts a range of training programs such as Visible Felt
Leadership, 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 the Mines Act. All critical equipment,
such as lifting tools, pressure vessels and cranes, undergo mandatory

inspections by certified professionals and mapped as Safety Critical
Equipment for regular inspection and maintenance.

To continuously reinforce a safety-first mindset, safety posters, slogans,
pictorial display of standard operating procedures (SOPs), and Do's and
Don'ts are prominently displayed throughout the facilities, including
shop floors, canteens, and plant gates.

Monthly Safety theme-based drives rolled out at all plant locations for
focused technical standards implementation of critical activities such as
energy isolation, confined space, process safety. 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, livelihood and
environmental sustainability. These efforts have positively impacted the
lives of lakh 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.

The Group Chief Financial Officer of the Company has certified that CSR
funds so disbursed for the projects have been utilized for the purposes
and in the manner as approved by the Board.

During the year under review, the Board of Directors based on the
recommendation of the Corporate Social Responsibility Committee had
revised the CSR Policy to ensure continued alignment with applicable
statutory requirements and the Company's CSR objectives. 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 read with Rule 8(1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Annual Report on CSR activities, in
the prescribed format, is provided in "Annexure - B", which is annexed
hereto 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 88% 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. These sustained efforts enabled us to
become 3x water positive during FY 2025-26. 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 FY 2025-26 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. 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 more sustainable mode of transportation.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility & Sustainability Report ("BRSR”), which provides
disclosures on the Company's performance across Environment, Social,
and Governance (ESG) parameters for the FY 2025-26, 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 Harsh V. Lodha (DIN: 00394094),
Director 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:

During FY 2025-26, pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board of Directors had approved the
re-appointment of Shri Sandip Ghose (DIN: 08526143) as the Managing
Director & Chief Executive Officer of the Company 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 aforesaid appointment was further approved by the Members of
the Company, by way of an Ordinary Resolution at the 105^th Annual
General Meeting held on 15^th September, 2025.

Cessation:

During FY 2025-26, 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.

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, 2026:

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

As on 31^st March, 2026, Shri Anup Singh, Smt. Chitkala Zutshi, Smt. Rajni
Sekhri Sibal and Dr. Rajeev Malhotra were Independent Directors of the
Company.

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. They have
also confirmed continued compliance with the Code of Conduct for
Independent Directors set out in Schedule IV to the Companies Act,
2013.

The Independent Directors have also affirmed that they are not aware
of any circumstance or situation existing or anticipated, that could affect
their ability to exercise independent judgement or discharge their
duties objectively and without external influence. The Directors have
also confirmed that they are not debarred from holding the office of
director by any order of SEBI or any other authority.

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 of judgment, 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 DIRECTORS' 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 and Key
Management Personnel.

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.

During the year under review, the Board of Directors based on the
recommendation of the Nomination and Remuneration Committee had
revised the Nomination and Remuneration Policy in order to align with
the amendments made under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. 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 Non-Executive Chairman; and Executive Director.

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 Director 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, 2026, 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).

1 (One) subsidiary company, namely Thiruvaiyaru Industries Limited is
currently under the process of voluntary winding up, accordingly, has
not been considered in the preparation of the Consolidated Financial
Statements for the year.

During the year under review, RCCPL Private Limited, wholly owned
material subsidiary of the Company has performed satisfactorily.

During the year, no company has become or ceased to be the
Company's Subsidiary, Joint Venture or Associate Company.

The "Policy on 'Material' Subsidiary” is available on the Company's
website and may be accessed at the linkhttps://birlacorporation.com/
investors/policies/policy-on-material-subsidiary.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 https://
birlacorporation.com/subsidiaries.html.

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.

ALTERATION OF ARTICLES OF ASSOCIATION OF THE
COMPANY

During FY 2025-26, the Members of the Company, at the Adjourned
105^th Annual General Meeting held on 22^nd December, 2025, approved
the adoption of new sets of Articles of Association of the Company
pursuant to the applicable provisions of the Companies Act, 2013.

The existing Articles of Association were comprehensively revised
and replaced with a new set of Articles, primarily based on Table F of
Schedule I to the Companies Act, 2013. The adoption of the new Articles
was undertaken to align the Company's governance framework with
the provisions of the Companies Act, 2013 and to ensure consistency
and compliance with the current legal regime.

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 https://birlacorporation.com/investors/vigil-
mechanism-whistle-blower-policy.pdf

PARTICLARS OF EMPLOYEES AND RELATED DISCLOSURE

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) ofthe 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 statement 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 statement 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 creating the right workplace environment that
provides opportunities for employees to improve their performance. The
methodology of setting Objectives and Key Results (OKRs) for aligning its
employees with business goals and strategies is continuing to promote
transparency, alignment, and accountability within the organization, helping
everyone work towards common objectives with measurable results.

Robust and up to date Human Resource (HR) Policies are in place for
proper evaluation of performances, which is the key to building future
leaders. Harmonized HR Policies have helped streamline HR processes
and ensure consistent decision-making across the organization.

Efforts to improve HR service delivery have been strengthened through
the use of DarwinBox, a SaaS-based platform for HR processes. Key
modules such as Compensation, Travel, Reimbursement, Recruitment,
and Performance Management are operational, enabling tracking
of OKRs, feedback, transparent appraisals, and regular performance
monitoring. Internal Job Postings have also enabled employees to apply
for roles aligned with their skills and career aspirations.

Learning & Development (L&D) initiatives have been streamlined
encompassing a wide range of continuous efforts aimed at improving
the skills, knowledge, and capabilities of employees at all levels. Training
Needs Identification (TNI) - driven L&D has identified skill gaps and
fulfilled training requirements through regular functional and behavioral
trainings for employees at all locations of our Company. Mentor-Mentee
programmes, C-suite training for women employees, Leadership
development programmes were conducted throughout the year to
enhance employee capability. Employee Well-Being programmes were
also conducted for supporting, engaging and motivating employees
towards more work commitment.

The organization has welcomed the four new labour codes introduced
by the Government of India with effect from 21^st November, 2025
namely Code on Wages, Industrial Relations Code, Code on Social
Security, Occupational Health, Safety & Working Conditions Code.
Phased implementation of the same has been initiated.

Encouraging cordial working relation and maintaining good industrial
relations have been the philosophy and endeavour of the HR
Department. Industrial relations remained harmonious at all the offices
and establishments of the Company throughout the year. Statutory
compliances related to labour laws have been followed with due
emphasis.

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. Awareness and sensitisation
programmes were conducted during the year to strengthen employee
understanding of appropriate workplace conduct and the avenues
available for grievance redressal.

During the financial year ended 31^st March, 2026, the Company did
not receive any complaints relating to sexual harassment at any of its
locations. Further, no cases were pending for disposal as on 31^st March,
2026, including any case remaining unresolved for a period exceeding
90 days.

COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions of the Maternity Benefit Act,
1961, and extends maternity benefits to eligible women employees in
accordance with applicable statutory requirements. The Company also
provides appropriate facilities and support measures, along with various
initiatives aimed at promoting the well-being, safety and professional
development of women employees.

AUDITORS & AUDITORS' 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 FY 2026-27 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:

Pursuant to the provisions of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section
204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
based on the recommendation of the Audit Committee and the Board
of Directors, Members of the Company at the 105^th Annual General
Meeting held on 15^th September, 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 to hold office from the conclusion of
the 105^th Annual General Meeting till the conclusion of the 110^th Annual
General Meeting of the Company to be held in the year 2030.

The Secretarial Audit Report received from M/s. Mamta Binani &
Associates, Company Secretaries for the financial year ended 31^st March,
2026 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 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(1X0 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 the details of application
made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year 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 hence the differences in valuation as enumerated under
Rule 8 (5) (xii) of the Companies (Accounts) Rules, 2014, as amended, do
not arise.

COMPLIANCE WITH SECRETARIAL STANDARDS

During FY 2025-26, 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.

The Board also expresses its deep gratitude to all employees for
their dedication, professionalism and sustained efforts, which have
contributed meaningfully to the Company's performance and growth.
Their commitment and enthusiasm remain central to the Company's
success.

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

Place: Kolkata Chairman Managing Director & Chief Executive Officer

Dated, the 9^th May, 2026 (DIN: 00394094) (DIN: 08526143)