Your Directors have pleasure in presenting their 60^th Annual Report and the Audited Accounts of the Company for the year ended
31^st March 2025.

FINANCIAL RESULTS

SHARE CAPITAL

The paid up capital of the of the Company is ' 8,68,09,060 /- consisting of 8,68,09,060 shares of '1/- each. There has been no change
in the Capital Structure of the Company during the year under review. The Company does not have any scheme for issue of sweat equity
to the employees or Directors of the Company.

The details of Employees Stock Option Schemes (ESOS) are provided in this Report.

The details of the Secured Redeemable Non-Convertible Debentures issued during the period under rev'ew are given below:

CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business and operations of the company during the financial year under review.

DIVIDEND

Your Directors have pleasure in recommending a dividend of ' 1.00 per share (PY ' 0.75 per share) on the equity capital of the Company.
This would entail an outflow of ' 868.09 lakhs with a payout ratio of Company’s consolidated post tax profit. As per the Dividend
Distribution Policy of the Company, the Company should strive to distribute at least 10% of Consolidated Post-Tax Profits as dividend.

The payment of dividend is in accordance with the “Dividend Distribution Policy” of the company. The Policy is available on the website
of the Company under the weblink - http://www.ramcoindltd.com/policies.html

The Dividend Distribution Policy forms part of this report.

TRANSFER TO GENERAL RESERVES

After appropriations, a sum of ' 670.16 crores has been kept as retained earnings of the company and a sum of '12.50 crores has been
transferred to General Reserve. As on 31.03.2025, the General reserve stands at ' 538.23 Crores.

TAXATION

An amount of ' 26.53 crores (C.Y Provision for Taxation of ' 27.74 crores adjusted against P.Y Current Tax of ' 1.22 crores) (P.Y ' 18.43
crores) towards Current Tax, '0.54 crores (P.Y ' 1.52 crores) towards Deferred tax has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Macro-Economic Review
Global Economy

The global economy is projected to grow by 3.3% in 2024, maintaining a steady performance amid a complex macroeconomic
environment. However, growth is expected to moderate to 2.8% in 2025 due to heightened trade tensions, protectionist measures, and
policy uncertainties.

While global headline inflation is on a declining trajectory, services inflation remains persistent, complicating efforts to normalize
monetary policy across economies. These headwinds, combined with weak global trade and investment flows, are expected to weigh
on the medium-term global growth outlook.

Advanced economies are forecast to grow at 1.6% in 2024, with a slight improvement to 1.8% in 2025. This modest recovery is
underpinned by resilient labour markets and improving consumer sentiment, despite elevated interest rates.

Emerging Markets and Developing Economies (EMDEs) are expected to grow by 4.0% in both 2024 and 2025. Although this growth is
relatively stronger than in advanced economies, it falls short of the pre-pandemic average and may be insufficient to make significant
gains in poverty reduction and development

Amid these global challenges, India remains the fastest-growing major economy. According to the National Statistical Office (NSO),
India’s real GDP grew by an impressive 9.2% in FY 2023-24, the highest in the past 12 years. This exceptional performance was driven
by strong momentum in key sectors such as construction, finance, and professional services. In FY 2024-25, the Indian economy is
projected to grow at 6.5%, indicating a normalization in growth rates but still outperforming global peers.

Several factors are supporting India’s growth trajectory. Construction activity is expected to expand by 8.6%, bolstered by government-
led infrastructure projects. The financial and real estate sectors are forecast to grow by 7.2%, while trade, transport, and hospitality
services may see 6.4% growth, reflecting continued recovery in consumer-facing industries. Private consumption is projected to grow
by 7.6%, up from 5.6% the previous year, indicating healthy domestic demand. Government consumption is estimated to rise by 4.1%,
and private investment is forecast to increase by 6.4%, highlighting robust business sentiment and investment activity.

Inflation in India is expected to remain within the Reserve Bank of India’s (RBI) target range, supported by declining food prices and
timely government interventions such as export bans and supply-side adjustments. Financial conditions remain accommodative, and
India’s macroeconomic stability is underpinned by a strong banking sector and prudent fiscal management. According to multilateral
agencies such as the World Bank and the IMF, India continues to demonstrate resilience and is well-positioned to lead global growth,
provided structural reforms, investment facilitation, and digital innovation continue at the current pace.

(Source - World Bank / IMF Report / Reuters )

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION :

Fibre Cement (FC) Sheets:

During the year under review, the Sales quantity of FC Sheets showed a de-growth of 1% compared to previous year and the
Industry reportedly had a de-growth of 2% for the year.

Specific Markets in East, West & South registered a strong growth. New geographical markets for sales are being explored amid
stiff competition.

Competition is seen emerging from “Single plant Regional Operators” and “ Franchise based operations”. Overall building material
segment faced a pricing pressure and lower demand.

Distribution width and depth was the source of market drive last year and will continue to remain for the year as well. Taluk level
dealer appointment has augmented our distribution. Sales Realisation was down by 1%, where we constantly adjusted the market
selling price basis demand which was muted.

There was restricted demand noticed in specific segments of industries viz. Tiles, Ceramics & Poultry for roofing requirements.
Depreciation of Rupee also affected the raw material’s cost. Price of substitutes was on downward trend facilitating usage.

Consistent and Judicious usage of raw materials and supplier negotiations helped to partially mitigate the impact. Seeding of
Colour Sheets in existing distribution network is expected to help build new segment. Newer taluk market penetration contributed
higher double digit salience.

Promotional efforts are v'gorously taken to explore new potential areas with more customized products. Greencor, Non-Asbestos
roofing sheets have been well accepted in the market and sales has been in encouraging state.

Fibre Cement Boards :

Export volumes degrew by 7% during 2024-25 (largely due to sharp increase in ocean freights & manpower issues).

Registered an overall volume growth of 10% in Non-Asbestos Category during the FY 2024-25.

1. Retail Growth: Retail saw a notable 23% growth, driven by channel expansion in unrepresented and underrepresented areas.

2. Challenges in Project Business: The project business remained flat, largely due to external factors like the Parliament
Elections during Q1 and the construction ban in Delhi NCR during H2 by NGT due to poor Air Quality Index. While this impacted
the overall growth, the growth in the retail segment helped to offset the slowdown.

3. Niche Marketing Vertical Growth: The strategy of converting alternative board products like Plywood, MDF, and WPC through
Niche Marketing vertical is paying off. The contribution from this vertical increased to 15% (from 12% in FY 2023-24) on overall
volumes, with a robust 29% growth year-over-year.

4. HILUX LITE Launch: The successful launch of HILUX LITE (Light Weight Calcium Silicate Tile) appears to be a promising move.

5. HILUX Premium (GI channel & frames): The launch of HILUX Premium accessories has been a promising development.

6. BTL Activities and Customer Engagement: Organized extensive BTL (Below the Line) activities, including participation
in Expos, Seminars, Conferences organised by IIA and IIID, Participation in application specific events to connect with key
customer segments, from architects and interior designers to government departments and contractors. This should help in
strengthening the brand presence and fostering deeper customer relationships.

Ramco SmartBuild - Technical Excellence in Green Dry Construction

Ramco SmartBuild Tech Services plays a pivotal role in supporting all marketing channels of the company by providing robust
technical support and creating awareness about sustainable, green dry construction practices.

The core objective is to drive revenue through a strategic blend of project engagement, technology promotion, design consultancy,
and technical training. Actively contribute to the growth and adoption of RIL’s product portfolio, including Hilux, Hicem, Hiden,
Hilux Lite, and other allied solutions, by delivering end-to-end technical support across a diverse range of construction projects.

Ramco SmartBuild offers comprehensive consultancy services in design, structural planning, surface finishes, and board-based
applications-ensuring optimal outcomes for every dry construction initiative. Expert team works closely with architects,
contractors, and developers to deliver technically sound, cost-effective, and time-efficient solutions.

Also support Company’s international expansion by offering design and consultancy services tailored to meet the unique
requirements of overseas markets, enhancing the global reach of the dry construction technologies.

In ongoing pursuit of innovation, Ramco SmartBuild continually explores emerging technologies to deliver faster, smarter, and
higher-quality construction methodologies-cementing the position as a trusted partner in modern construction.

B. WIND MILLS:

During the Financial Year 2024-25, the Wind energy was low with decrease of 9% compared to last year, from the existing 15 Wind Mills.

Position regarding Wind Mills was as follows: -

Total Capacity Installed : 16.73 MW

Total Units generated : 253 Lakh Units (P.Y: 278 Lakh Units)

Income earned : '1682 Lakhs (P.Y: '1817 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :

Production and Sales :

During the year 2024-25, the Unit had produced 24.22 Lakh Kgs. of Cotton Yarn as compared to 26.65 Lakh Kgs. produced during
the previous year.

The Unit had sold Yarn at 36.65 Lakh Kgs. (including traded yarn) during the year under review as against 28.08 Lakh Kgs. during
the year 2023-24.

The cotton production in India during the cotton season 2023-24 was 327 Lakh bales (170 Kgs), compared to 319 Lakh bales,
representing a 3% increase.

At the beginning of the cotton season 2024-25, the Cotton Association of India (CAI) estimated the cotton crop for the new season
to be 302 Lakh bales (compared to the previous year’s 327 Lakh bales). However, the actual cotton arrivals in the market reached
291 Lakh bales. The Cotton Corporation of India (CCI) covered 100 Lakhs bales during 2024-25 and further increased the MSP price
per quintal of medium staple cotton and long staple cotton by 8% and 7% respectively. Despite some price correction in cotton,
the fall in yarn prices was much sharper, leading to a wider disparity that affected the margins of yarn spinners across India.

International Cotton prices were traded in the range of 78.18 US cents per LB to 99.74 US cents per LB compared to domestic
cotton prices which traded in the range of 76.80 US cents per LB to 93.32 US cents per LB.

The company strategically shifted its focus to more value-added counts, and imported more high-quality cotton when prices were
at reasonable levels. This strategy helped the company procure diversified varieties of cotton from across the globe and offer
competitive prices for its yarn. In February 2024, the Government of India exempted Customs duty on the import of Extra Long
Staple Cotton exceeding 32 mm, enhancing the competitiveness of Indian exporters for premium products.

Expecting the Cotton Prices will come down and increase in yarn prices, your Directors are hopeful in achieving good results
during the year 2025-26.

The Company is taking various steps to expand its market presence both in domestic and international markets and hope to
achieve higher volume of sales in value added yarns in the forthcoming years and hope to achieve better performance during the
year 2025-26.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE)
LIMITED, SRI LANKA:

At a Consolidated level of both the Companies, the Net Sales were SLR 1,06,320 lakhs (INR 30,195 lakhs) as against SLR 87,106
lakhs (INR 22,752 lakhs) during the corresponding previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial
Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Board’s Report.

There is no proposal to transfer any amount to the General Reserves and any amount to be retained in the statement of Profit
and Loss.

The Company has no material subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS :

The Company has 5 Associate Companies viz. The Ramco Cements Limited, Rajapalayam Mills Limited, Ramco Systems Limited, Ramco
Industrial and Technology Services Limited, Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [SEBI (LODR)], Companies are required to prepare Consolidated Financial Statements of its subsidiaries and Associates
to be laid before the Annual General Meeting of the Company. Accordingly, the Consolidated Financial Statements incorporating the
accounts of Subsidiary Companies and Associate Companies along with Auditors’ Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act,2013 the financial statements including consolidated financial statements are available at
the Company’s website at the following link at http://www.ramcoindltd.com/financial_performance.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Company’s website. The Company
shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company
who asks for it.

The consolidated net profit after tax of the Company amounted to '93.65 crores for the year ended 31^st March, 2025 as compared to
'72.97 crores of the prev'ous year.

The Consolidated Total Comprehensive Income for the year under rev'ew is '173.69 crores as against '177.48 crores of the prev'ous year.
Key Financial Ratios

Pursuant to Schedule V (B) of SEBI (LODR). the Key Financial Ratios for the year 2024-25 are given below:

a. EBITDA denotes Operating Profit Before Tax Interest Depreciation & Amortisation

Directors and Key Managerial Personnel:

Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it is reported that Justice Shri.P P S Janarthana Raja (Retd.) (DIN
06702871), aged 73 years, has been appointed as an Independent Director for a period of 5 years from 1.10.2024 by members at the
59^th AGM held on 16.08.2024 and Smt.Soundara Kumar (DIN 01974515) has been appointed as an Independent Director with effect from
23.03.2025 for a period of five years by members, through Postal ballot. Further, Shri V.Santhanaraman (DIN 00212334) and Smt.Justice
Chitra Venkataraman (Retd.) (DIN 07044099) Independent Directors had been retired on 30.09.2024 and 23.03.2025 respectively, due
to completion of two consecutive terms of five years each in office in accordance with the special resolutions passed by the members
at the AGM held on 08.08.2019. The Board has recorded its appreciation for the contributions made by them to the Company during
their tenure.

In accordance with the Section 159 and other applicable statutory provisions of the Companies Act, 2013, Regulation 17(1A) of SEBI
(LODR) and the Company’s Articles of Association Shri N K Shrikantan Raja (DIN: 00350693) aged 76 years, retires at the ensuing Annual
General Meeting and being eligible, has offered himself and seeks for his re-appointment, which was recommended by Nomination and
Remuneration Committee and Special resolution has also been included as he attained the age of 75 years as per Regulation 17(1A) of
SEBI (LODR), in the Notice convening the 60^th Annual General Meeting scheduled to be held on 13.08.2025, for the approval of members.

The disclosures for re-appointment of Director as required under Secretarial Standard - 2 are available in the Notice convening the AGM.

The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation.

The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the
Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

In the opinion of the Board of Directors, the Independent Directors have relevant proficiency, integrity, expertise and experience.

Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it is reported that there have been no changes in the Directors and
Key Managerial Personnel other than above, during the year under review and after the end of the year and upto the date of the report.

The Company had formulated a code of conduct for the Directors and Senior Management Personnel and the same has been complied
with.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies
Act, 2013 it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit
Committee.

The Company has a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees duly
approved by the Board of Directors, based upon the recommendation of the Nomination and Remuneration Committee, in accordance
with Section 178(3) of the Companies Act, 2013.

As per provision to Section 178(4) of the Companies Act, 2013, the salient features of the Nomination and Remuneration Policy should
be disclosed in the Board’s Report. Accordingly, the following disclosures are given :

Salient Features of the Nomination and Remuneration Policy :

The objective of the Policy is to ensure that -

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and SEBI (LODR).

The web address of the Policy is - http://www. https://www.ramcoindltd.com/file/Investors/Policies/Nomination_and_Remuneration_
Policy.pdf

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent
Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other
relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations, the details of the Familiarisation Programme for
Independent Directors are available at the Company’s website, at the following link at https://www.ramcoindltd.com/file/Investors/
Board_of_Directors/2023-2024/DIRECTORS%20FAMILIARISATION%20PROGRAMME%202023-24.pdf

The details of the familiarization programme are explained in the Corporate Governance Report also.

The details of remuneration received by the Managing Director, during the year under review are available in the Corporate Governance
report.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors have
evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the
Board as a whole and its Members and other required matters.

Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation
criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought
in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment
of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR), the Board of Directors have evaluated the performance of Independent Directors and
observed the same to be satisfactory and their deliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of SEBI (LODR), the Board of Directors have reviewed and observed that the evaluation framework
of the Board of Directors was adequate and effective.

The Board’s observations on the evaluations for the year under review were similar to their observations for the previous year. No
specific actions have been warranted based on current year observations.

The Company would continue to familiarise its Directors on the industry, technological and statutory developments, which have a
bearing on the Company and the industry, so that Directors would be effective in discharging their expected duties.

MEETINGS

During the year, four Board meetings were held. The details of number and dates of Meetings of the Board and Committees held during
the financial year including the number of meetings attended by each Director are given in the Corporate Governance Report. The
details of the Committees constituted by the Board are available in the Corporate Governance Report. Subsequent to the retirements
of Shri V. Santhanaraman and Smt. Justice Chitra Venketaraman (Retd.) and appointments of Justice Shri P.P.S. Janarthana Raja (Retd.)
and Smt. Soundara Kumar, there have been changes in the composition of the Board committees. The revised composition of the
committees are available in the Corporate Governance Report.

RECOMMENDATION OF AUDIT COMMITTEE

There has not been an occasion, where the Board had not accepted any recommendation of any Committee of the Board.
SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that
such systems are adequate and operating effectively. The Company is in compliance with all the applicable Secretarial Standards.

PUBLIC DEPOSITS

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option
provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon
by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 it is reported that no significant and material orders have been passed
by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

Further, no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code 2016, nor has the
Company done any one time settlement with any Bank or Financial Institutions during the year under review, hence the provisions of
details of difference in valuation arising between such one time settlement and the loan taken from the Banks does not arise.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of
Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In accordance
with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with
reference to the financial statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments along with the purposes are
provided under Notes No.9,10,40,41 of Notes to the separate Financial Statements.

AUDITS

STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act,2013, M/s.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S)
and M/s. SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company

at the 52^nd Annual General Meeting, were re-appointed at the 57^th Annual General Meeting of the Company for another and second term
of 5 years. No change is proposed in the Auditors for the Company.

In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations 2015, the auditors have submitted the necessary certificates issued
by Peer Review Board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31^st March, 2025 does not contain any qualification, reservation or adverse
remark or disclaimer. No fraud has been reported by the Company’s Auditors.

COST AUDIT

As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014 the company is required to maintain cost records and accordingly such
records and accounts are made and maintained.

The Board of Directors at their meeting held on 23.05.2025, as recommended by Audit Committee, had approved the appointment
of M/s N.Sivashankaran & Co, Cost Accountants as the Cost Auditors of the Company to audit the Company’s Cost Records relating to
manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn for the year 2025-26 at a remuneration of '3,00,000/- (Rupees
Three lakhs only) exclusive of GST and out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3)
of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their
remuneration had been included in the Notice convening the 60^th Annual General Meeting scheduled to be held on 13^th August, 2025,
for ratification by the Members.

The Cost Audit Report for the financial year 2023-24 due to be filed with Ministry of Corporate Affairs by 02.09.2024 had been filed on
19.08.2024. The Cost Audit Report for the financial year 2024-25 due to be submitted by the Cost Auditor within 180 days from the
closure of the financial year will be filed with the Ministry of Corporate Affairs within 30 days of such submission.

SECRETARIAL AUDIT

M/s.Sriram Krishnamurthy & Co., (Formerly known as M/s S. Krishnamurthy & Co.,) Company Secretaries and Secretarial Auditor for
the year 2024-25 in pursuance of the provisions of Section 204 (1) of the Companies Act, 2013, submitted the Secretarial Audit Report
for the year ended 31^st March, 2025 which is attached as Annexure - 2. The report does not contain any qualification, reservation or
adverse remark or disclaimer.

As per Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
had at its meeting held on 23.05.2025, approved the appointment of M/s. RSGK & Associates, Practicing Company Secretaries as
Secretarial Auditors of the Company, subject to approval of the Members. The Board of Directors, based on the recommendation of the
Audit Committee considered and recommended the appointment M/s RSGK Associates, Practising Company Secretaries as Secretarial
Auditors of the Company for Audit period of 5 (five) consecutive years commencing from FY 2025-26 till FY 2029-2030, subject to
approval of the Members of the Company at the ensuing Annual General Meeting (AGM).

There are no changes in the Statutory, Cost and Secretarial Auditors of the Company during the year under review and upto the date
of this report except mentioned above.

EXTRACT OF ANNUAL RETURN

In accordance with Clause 22 of Secretarial Standard on Report of the Board of Directors (SS 4), a copy of the Annual Return in Form
MGT -7 for the year ended 31^st March 2024 has been placed on the website of the Company and the web link of such Annual Return is
https://www.ramcoindltd.com/annual_returns.html

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.
As required under Schedule V (C) of SEBI (LODR), a report on Corporate Governance being followed by the Company is attached as
Annexure - 3.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure
pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point
No: 10(l) of Corporate Governance Report.

As required under Schedule V (E) of SEBI (LODR), a Certificate from the Statutory Auditors of the Company confirming the compliance
of conditions of Corporate Governance is attached as Annexure - 4.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (LODR), Certificate from the Secretarial Auditor that
none of the Company’s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is
enclosed as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social
Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that “As the Organisation grows, the Society
and Community around it also grows.”

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion
and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with
Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2024-25 is '205.98 lakhs (after adjusting
previous year 2023-24 excess of '4.34 lakhs from '210.32 lacs which is 2% of average net profit of past 3 years for the year 2024-25).
As against this, the Company has spent ' 246.78 lakhs on CSR. CSR Committee recommended to carry forward and set off the excess
amount spent to the tune of '40.80 lakhs to the financial year 2025-26. Also the Company had spent a sum of '19.14 lakhs on other
social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013. The Annual Report on
CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR), the Company has established
a Vigil mechanism and has a Whistle Blower Policy. The Policy provides the mechanism for the receipt, retention and treatment of
complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints can be made in writing to be dropped
into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to
these. The Policy provides to the complainant access to the Chairman of the Audit Committee. The web link for the Vigil Mechanism is
disclosed in the Corporate Governance Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR), the Company has developed and
implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and strategies
to mitigate/minimisation of risk thereof. The Risk Management Policy of the Company is available at the Company’s website, at the
following weblink: https://www.ramcoindltd.com/file/RISK_MANAGEMENT_POLICY_RIL.pdf

RISK MANAGEMENT

The Company’s risk management system is designed to identify the potential risks that can impact the business and device a framework
for its mitigation along with periodical reviews to reflect changes in market conditions and the company’s activities. The Company’s Board
of Directors has the overall responsibility of the establishment and oversight of risk management framework. The Audit Committee and
Risk management committee periodically review the execution of risk management plan and advice the management wherever necessary.

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also
periodically placed before the Audit Committee for its approval. The details of contracts entered into by the Company during the year
as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by
Shareholders at 56^th Annual General Meeting held on 19.08.2021, in accordance with Company’s “Related Party Transaction Policy” and
Regulation 23 of SEBI (LODR).

In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial
Statements.

As required under Regulation 46 (2) (g) of SEBI (LODR), the Related Party Transaction Policy is disclosed in the Company’s Website and
its weblink is -https://www.ramcoindltd.com/file/Investors/Policies/RELATED_PARTY_TRANSACTION_POLICY_RIL_29012020.pdf

As required under Regulation 46(2)(h) of SEBI (LODR), the Company’s Material Subsidiary Policy is disclosed in the Company’s website
and its weblink is - https://www.ramcoindltd.com/file/MATERIAL_SUBSIDIARY_POLICY_2015.pdf

MATERIAL CHANGES SINCE 1^st APRIL 2025

There have been no other material changes affecting the financial position of the company between the end of the financial year and
till the date of this report.

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

Pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 the information relating
to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure -8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures with respect to remuneration as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure -9.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Companies
Act,2013 the said Annexure is open for inspection. Any member interested in obtaining a copy of the same may write to the Company
Secretary.

EMPLOYEE STOCK OPTION SCHEME ( ESOS)

At the Annual General Meeting held on 19.08.2021 the Members had approved the following Employee Stock Option Schemes :

The relevant disclosure in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Secretarial Standard on Report
of the Board of Directors are given below :

Details of Movement of Employee Stock Options during the year:

The purpose of these plans are to facilitate Eligible Persons (Employees with Long Service and Contributed to the growth of the
Company) through ownership of shares of the Company to participate and gain from the Company’s performance, thereby acting as a
suitable reward. Participation in the ownership of the Company, through share based compensation schemes will be a just reward for
the employees for their continuous hard work, dedication and support, which has led the Company to be what it is today.

The Plan is intended to :

* Create a sense of ownership within the organisation;

* Encourage Employees to continue contributing to the success and growth of the organisation;

* Retain and motivate Employees;

* Encourage eligible persons to align their performance with Company Objectives;

* Reward Eligible persons to align their performance with Company objectives;

* Align interest of Eligible Persons with those of the organisation.

The Schemes are in compliance with the SEBI Regulations. During the year under review, no material changes have been made in the
schemes.

A Certificate from the Company’s Secretarial Auditors, with respect to implementation of the above Employee Stock Option Schemes in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members
of the Company, has been received and same is attached as Annexure -10.

The details as required under part F of Schedule I read with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are disclosed on the company’s website and the weblink is given below :
https://www.ramcoindltd.com/esos.html
INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest co¬
operation for the various cost reduction measures of the Company. There is a special thrust on Human Resources Development with a
view to promoting creative and group effort.

CREDIT RATING

The ratings for the Company’s borrowing are available in Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ( BRSR)

The details of key initiatives with respect to Stakeholder relationship, customer relationship, environment, sustainability, health and
safety are available in the BRSR for the year 2024-25 which forms part of this report.

SHARES

The Company’s shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been
paid for the F.Y. 2025-26 respectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years was transferred to IEPF as detailed below :

Shares corresponding to the dividend for the financial year 2016-17 were transferred to IEPF, as detailed below :

Year wise amount of unpaid /unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferred
to IEPF and due dates for such transfer, are tabled below:

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that

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

(b) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2025 and of the profit of
Company for the year ended on that date;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and
were operating effectively; and

(f) they had dev'sed proper systems to ensure compliance with the prov'sions of all applicable laws and that such systems were
adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the company strategically advanced its pursuit of a cost-efficient and technically optimized manufacturing mix
encompassing calcium silicate boards, fibre cement boards, non-asbestos roofing sheets and light weight calcium silicate tiles. Our
Research and Development Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories
(NABL) and International Laboratory Accreditation Cooperation - Mutual Recognition Arrangement (ILAC MRA) underscoring its
compliance with national and global recognized standards.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and
co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors
wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors
For RAMCO INDUSTRIES LIMITED

Place: ChennaiP.R. VENKETRAMA RAJA
Date : 23.05.2025 Chairman