Your Directors are pleased to present the 38^th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of
the Companies Act, 2013 ("Act”).

The summarised financial highlight is depicted below:

(' in crore)

Operations and Performance of the Company

During the year ended March 31, 2025, the total income
was ' 1,007.40 crore against ' 833.95 crore in previous
year. The Company has incurred a net loss of ' 498.37 crore
against the net loss of ' 448.79 crore in previous year.
The Total Comprehensive loss for the year is ' 498.38 crore
against the total comprehensive loss of '448.34 crore
in previous year.

Credit Rating

Your Company has an external rating as Long term IND
AA/Rating Watch with Positive Implications and short term
IND A1 from India Ratings & Research Private Limited for
proposed bank loan of ' 25 crore. The details of credit rating
during the year are disclosed in the Corporate Governance
Report, which forms part of this Annual Report.

Dividend

In view of losses, your Directors have not recommended
any dividend for the year.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI Listing Regulations is available on your
Company's website and the link for the same is given in
Annexure - A to this report.

Transfer to Reserves

In view of losses, your Directors have not recommended
any amount for transfer to reserves during the year.

The closing balance of the retained earnings/(loss) of
your Company for FY 2024-25 after all appropriations and
adjustments, was ' (182.77) crore.

Share Capital

During the period under review, your Company has issued
and allotted 220 crore 8% Non-convertible Cumulative
Redeemable Preference Shares (RPS) of face value of ' 10
each aggregating to ' 2,200 crore to Ambuja Cements
Limited and as on date the total paid up capital of your
Company is ' 2,458.33 crore divided into Equity Share
Capital of ' 258.33 crore and Preference Share Capital
of ' 2,200 crore. The Authorised Share Capital of your
Company is also increased as well as reclassified and as
on date the Total Authorised Share Capital is ' 2,550 crore
divided into ' 350 crore as Equity Share Capital and ' 2,200
crore as Preference Share Capital.

Non-Convertible Debentures (NCDs)

As on March 31, 2025 your Company has NIL outstanding
Non-Convertible Debentures.

Minimum Public Shareholding Compliance

In compliance with the requirement of Rule 19(2)(b) and
19(A) of Securities Contracts (Regulation) Rules, 1957
and Regulation 38 of SEBI Listing Regulations read with
Section VI-A of the SEBI Circular No. SEBI/HO/CFD/PoD2/
CIR/P/ 2023/120 dated July 11, 2023 ("Master Circular")
your Company is required to comply with the provisions
of Minimum Public Shareholding (MPS) within period of
12 months from February 7, 2024. As on March 31, 2024
Ambuja Cements Limited was holding 60.44% Equity
Shares of the Company and overall Promoter/Promoter
group holding was 78.52%.

During the year under review, in order to achieve the MPS,
Ambuja Cements Limited and Mr. Ravi Sanghi, Promoter/
Promoter Group have sold 60,92,000 Equity Shares and
30,00,000 Equity Shares respectively aggregating to

90,92,000 Equity Shares (representing 3.52% of the total
issued and paid up Equity Share Capital of the Company).

Accordingly, the shareholding of the Promoters / Promoter
Group in the Company has reduced to 75.00% of the issued
and paid-up Equity Share capital of the Company which is
in compliance with the MPS requirements.

As on March 31, 2025 Ambuja Cements Limited was
holding 58.08% Equity Shares of the Company and overall
Promoter/Promoter group holding was 75%.

Shifting of Registered office from the State
of "Telangana" to "Gujarat"

Your Company has received the Order from the office of
Regional Director, Hyderabad, Telangana ("RD Order") on
December 18, 2024 granting approval of shifting of its
registered office from the State of Telangana to State of
Gujarat and subsequently the Company has filed E form
INC 28 for the RD Order and E form INC 22 for change in
address of Registered Office.

Your Company has received the Certificate from the office
of Registrar of Companies, Gujarat dated January 10,
2025 for shifting of Registered Office to "Adani Corporate
House, Shantigram, Nr. Vaishnodevi Circle, S G Highway,
Khodiyar, Ahmedabad - 382 421" and accordingly
the CIN No. of your Company has been changed to
"CIN: L18209GJ1985PLC157787".

Scheme of Arrangement / Amalgamation

The Board has approved the Scheme of Arrangement
("Scheme") between Sanghi Industries Limited ("Transferor
Company") and Ambuja Cements Limited ("Transferee
Company") and their respective shareholders on
December 17, 2024 in accordance with Sections 230 to
232 and other applicable provisions of the Act read with
the rules framed thereunder w.e.f. appointed date April 1,
2024. The Company has filed applications with the Bombay
Stock Exchange (BSE) and the National Stock Exchange of
India Limited (NSE) to obtain their No Objection Certificate.

Public Deposits

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY24 or the previous financial
years. Your Company did not accept any deposit during
the year under review.

Particulars of Loans, Guarantees or Investments

Your Company has not made any loans or provided
any guarantee or has made any investments falling
under purview of Section 186 of the Act during the
year under review.

Subsidiaries, Joint Ventures and Associate
Companies

There are no subsidiaries, Joint Venture and Associate
company of your Company.

Directors and Key Managerial Personnel

As of March 31,2025, your Company's Board had six members
comprising of one Executive Director, two Non-Executive &
Non-Independent Directors and three Independent Directors
including one Woman Independent Director. The details of
Board and Committee composition, tenure of directors, and
other details are available in the Corporate Governance
Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations,
the Board has identified core skills, expertise, and
competencies of the Directors in the context of your
Company's business for effective functioning. The key
skills, expertise and core competencies of your Board
of Directors are detailed in the Governance - Board of
Directors - ESG Overview Section, which forms part of
this Annual Report.

Appointment/ Cessation/ Change in Designation
of Directors

During the year under review, there were no changes in the
board of directors of your Company.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act,
read with rules made thereunder and Articles of Association
of your Company, Mr. Vinod Bahety (DIN: 09192400) is liable
to retire by rotation at the ensuing Annual General Meeting
(AGM) and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of
Mr. Vinod Bahety as Director for your approval.
Brief details as required under Secretarial Standard-2 and
Regulation 36 of SEBI Listing Regulations, are provided in
the Notice of AGM.

Declaration from Independent Directors

Your Company has received declarations from all the
Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations and there has been no change
in the circumstances which may affect their status as an
Independent Director. The Independent Directors have
also given declaration of compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing
in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the year under review the following changes took
place in the Key Managerial Personnel:

Ý Mr. Manish Mistry resigned as a Company Secretary
and Compliance Officer w.e.f. closure of business hours
on March 31, 2024.

Ý Mr. Anil Agrawal was appointed as a Company
Secretary and Compliance Officer of the Company
w.e.f. April 1, 2024.

As on March 31, 2025, the following are Key Managerial
Personnel ("KMPs”) of your Company as per Sections 2(51)
and 203 of the Act:

Ý Mr. Sukuru Ramarao, Whole Time Director and Chief
Executive Officer

Ý Mr. Sanjay Kumar Khajanchi, Chief Financial Officer

Ý Mr. Anil Agrawal, Company Secretary

As on date of this report, following changes took place:

Ý In view of the ongoing talent development initiative
across Adani Group, Mr. Anil Agrawal will be assuming
another role within the Group effective from
1^st June 2025. In view of the same, he will relinquish his
position as Company Secretary and Compliance Officer
(Key Managerial Personnel) of the Company effective
from closure of business hours on May 31, 2025.

Ý Ms. Pranjali Dubey will assume the role of Company
Secretary and Compliance Officer (Key Managerial
Personnel) of the Company effective from June 1, 2025.

Committees of Board

As required under the Act and the SEBI Listing
Regulations, your Company has constituted following
Statutory Committees:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Details of all the committees such as terms of reference,
composition, and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Annual Report.

Number of meetings of the Board

The Board met 8 (Eight) times during the year under
review. The intervening gap between the meetings did not
exceed 120 days, as prescribed under the Act and SEBI

Listing Regulations. The details of board meetings and the
attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on December 17, 2024
to consider and approve the Scheme of Arrangement/
Amalgamation between Sanghi Industries Limited
("Transferor Company") and Ambuja Cements Limited
("Transferee Company") and their respective shareholders.
The Independent Directors also met on March 27, 2025,
without the attendance of Non-Independent Directors and
members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole along with the
performance of the Chairman of your Company, taking into
account the views of Executive Director and Non-Executive
Directors and assessed the quality, quantity and timeliness
of flow of information between the management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties. The Independent
Directors were satisfied with the overall performance of
the Board as a whole.

Board Evaluation

Your Company engaged an independent external agency
"Talentonic HR Solutions Private Limited” ("Talentonic”) to
facilitate the evaluation and effectiveness process of the
Board, its committees and individual Directors for FY25.

A detailed Board effectiveness assessment questionnaire
was developed by Telentonic based on the criteria and
framework adopted by the Board. Virtual meetings were
organidsed with the Directors and discussions were held
on five key themes i.e. Fiduciary Role of the Board, Board
involvement in strategy, quality of Board discussions, Board
leadership and organisation health and talent and Board
Structure & Capability.

The results of the evaluation showed high level of
commitment and engagement of Board, its various
committees and senior leadership. The recommendations
arising from the evaluation process were discussed at
the Independent Directors' meeting, Nomination and
Remuneration Committee meeting and Board meeting held
on March 27, 2025. The suggestions were considered by
the Board to optimise the effectiveness and functioning of
the Board and its committees.

Board Familiarisation and Training Programme

Your Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board is
also updated on the operations, key trends and risk universe
applicable to your Company's business. These updates help

the Directors in keeping abreast of key changes and its
impact on your Company. An annual strategy retreat is
conducted by your Company where your Board provides its
inputs on the business strategy and long- term sustainable
growth for your Company. Additionally, your Directors
also participate in various programmes / meetings where
subject matter experts apprise your Directors on key global
trends. The details of such programmes are provided in
the Corporate Governance Report, which forms part of
this Annual Report.

Policy on Directors' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy”)
which is available on the website of your Company. The link
of the same is available in Annexure - A of this report.

The Remuneration Policy for selection of Directors
and determining Directors' independence sets out
the guiding principles for the NRC for identifying the
persons who are qualified to become the Directors.
Your Company's Remuneration Policy is directed towards
rewarding performance based on review of achievements.
The Remuneration Policy is in consonance with existing
industry practice.

We affirm that the remuneration paid to your Directors is
as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognises and embraces the importance
of a diverse board in its success. Your Board has adopted
the Board Diversity Policy which sets out the approach to
the diversity of the Board of Directors. The said Policy is
available on your Company's website and link for the same
is given in Annexure - A of this report.

Succession Plan

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management.
The Nomination and Remuneration Committee implements
this mechanism in concurrence with your Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the management of your
Company, confirm that:

a) in the preparation of the Annual Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

b) they have selected such accounting policies and
applied them consistently and judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company at the end of the financial year and of the
loss of the Company for that period;

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

d) the annual financial statements have been prepared
on a going concern basis;

e) they have laid down internal financial controls
to be followed by your Company and that such
internal financial controls are adequate and
operating effectively;

f) proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Internal financial control system and their
adequacy

The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

Risk Management

Your Company has a structured Risk Management
Framework, designed to identify, assess and mitigate risks
appropriately. Your Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the
risk management plan for your Company. The RMC is
responsible for reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and
controls. The major risks identified by the businesses are
systematically addressed through mitigation actions on a
continual basis. Further details on the Risk Management
activities, including the implementation of risk management
policy, key risks identified and their mitigations are covered
in Management Discussion and Analysis Section, which
forms part of this Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance
Mechanism providing guidance on broad categories of
applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted

an online compliance management system within the
organisation to monitor compliances and provide update
to the senior management on a periodic basis. The Audit
Committee periodically monitor the status of compliances
with applicable laws.

Board Policies

The link of various policies approved and adopted by
the Board as required under the Act and SEBI Listing
Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Annual Report. The link of the CSR policy is provided
in Annexure - A to this report. The Annual Report on
CSR activities is annexed and forms part of this report
as Annexure - B.

Due to losses during previous FY 2023-24 and the average
net profits of preceding three financial years being negative,
your Company was not mandatorily required to spend any
amount towards CSR Expenditure. However, as a good
corporate governance practice, Adani Foundation, the CSR
arm of Adani Group, has voluntarily carried out CSR Activities
and spent ' 100.20 lakhs towards CSR Expenses during
FY 2024-25. Since the expenditure is incurred by Adani
Foundation, this is not accounted for as CSR Expenditure
in the books of your Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI Listing
Regulations, is presented in a Section forming part of
this Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards
of corporate governance practices. The Corporate
Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Annual Report along
with the required certificate from Statutory Auditors,
regarding compliance of the conditions of corporate
governance, as stipulated.

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
your Company ("Code of Conduct”), who have affirmed the
compliance thereto. The Code of Conduct is available on
the website of your Company and the link for the same is
given in Annexure - A to the report.

Business Responsibility & Sustainability
Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR
for the FY 2024-25, describing the initiatives taken by your
Company from an environment, social and governance
(ESG) perspective, forms part of this Annual Report.
In addition to BRSR, the Annual Report of your Company
provides an insight on various ESG initiatives adopted by
your Company. The BRSR data is independently assured by
an Independent assurance provider agency i.e. TUV India
Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance
with Section 92(3) of the Act is made available on the
website and the link of the same is given in Annexure - A
of this report.

Transactions with Related Parties

All transactions with related parties are placed before the
Audit Committee for its approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm's length basis and in
the ordinary course of business and in accordance with
the provisions of the Act and the rules made thereunder,
the SEBI Listing Regulations and your Company's Policy on
Related Party Transactions.

The Audit Committee comprises solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, your Company has not entered into
any transactions with related parties which could be
considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act, in Form AOC 2,
is not applicable.

During the year, the materially significant Related Party
Transactions pursuant to the provisions of SEBI Listing
Regulations had been duly approved by the shareholders
of the Company through Postal Ballot on June 2, 2024
and March 30, 2025. Your Company did not enter into any
related party transactions during the year under review,
which could be prejudicial to the interest of minority
shareholders. The Policy on Related Party Transactions is
available on your Company's website and can be accessed
using the link as given in Annexure - A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the related party
transactions from time to time as applicable.

Statutory Auditors & Auditors* Report

Pursuant to Section 139 of the Act read with rules made
thereunder, as amended, M/s. S. K. Mehta & Co., Chartered
Accountants (Firm Registration Number: 000478N) Delhi,
were appointed as the Statutory Auditors of your Company
for the consecutive term of five years to hold office till
the conclusion of 40^th AGM of your Company to be held in
the year 2027. The Statutory Auditors have confirmed that
they are not disqualified to continue as Statutory Auditors
and are eligible to hold office as Statutory Auditors
of your Company.

Subsequently, in order to align with the process of
appointment of Statutory Auditors within the Cement
Vertical of Adani Portfolio of companies, wherein audit
of all listed companies within the cement vertical is to
be conducted by Statutory Auditors of Holding Company
(Ambuja Cements Limited), the existing Statutory
Auditors of Company i.e. M/s. S. K. Mehta & Co., Chartered
Accountants (Firm Registration Number: 000478N) Delhi
tendered their resignation vide their letter dated July 16,
2024 to be made effective from closing of business hours
on July 29, 2024.

Pursuant to Section 139 of the Act read with rules made
thereunder, as amended, M/s. S R B C & Co. LLP, Mumbai,
Chartered Accountants (Firm Registration Number:
324982E/E300003), were appointed as the Statutory
Auditors of your Company to fill the casual vacancy caused
due to resignation of the existing Statutory Auditors S K
Mehta & Co., Chartered Accountants (FRN: 000478N) and
they shall hold office until the conclusion of the ensuing
38^th AGM of your Company to be held in the calendar
year 2025. The Statutory Auditors have confirmed that
they are not disqualified to act as Statutory Auditors
and are eligible to hold office as Statutory Auditors of
your Company. The Auditor's Report is enclosed with the
financial statements forming part of this Annual Report.

As on March 31, 2025, M/s. S R B C & Co. LLP, Mumbai,
Chartered Accountants (Firm Registration Number:
324982E/E300003) are the Statutory Auditors
of your Company.

Your Company has received confirmation from the Auditors
to the effect that their appointment, if made, will be in
accordance with the limits specified under the Act and
the firm satisfies the criteria specified in Section 141 of the
Act read with the rules farmed thereunder. Accordingly, a

resolution seeking members' approval for their appointment
as Statutory Auditors of your Company for a period of five
consecutive years from the conclusion of this 38^th AGM till
the conclusion of 43^rd AGM to be held in the financial year
2030 is included in the Notice convening the ensuing 38^th
AGM of your Company. The Board recommends passing of
the proposed resolution.

Statutory Auditor have expressed their unmodified opinion
on the Financial Statements and their reports do not
contain any qualifications, reservations, adverse remarks,
or disclaimers. The Notes to the financial statements
referred in the Auditors' Report are self-explanatory.

Representative from S K Mehta & Co., Chartered
Accountants, the previous Statutory Auditors of your
Company attended the previous AGM of your Company
held on June 26, 2024.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder, the Board re-appointed
M/s. Parikh Dave & Associates, Practicing Company
Secretary, to undertake the Secretarial Audit of your
Company for FY25. The Secretarial Audit Report for the
year under review is provided as Annexure - C of this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought at the ensuing AGM, M/s. Parikh Dave & Associates,
Practicing Company Secretary (C. P. No. 2413; Peer
reviewed certificate no. 6576/2025) has been appointed as
a Secretarial Auditors to undertake the Secretarial Audit of
your Company for the first term of five (5) consecutive years
from FY 2025-26 till FY 2029-30. Secretarial Auditors have
confirmed that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold office as
Secretarial Auditor of your Company.

Secretarial Standards

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India (as amended).

Cost Records and Cost Auditors

During the year under review, in accordance with Section
148(1) of the Act, your Company has maintained the
accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject
to audit by M/s. N D Birla & Co., Cost Auditors (Firm
Registration Number: 000028) to conduct the cost audit of
your Company for the financial year ending March 31, 2025.

Your Board has re-appointed M/s. N D Birla & Co, Cost
Accountants (Firm Registration Number: 000028) as
Cost Auditors of your Company for conducting cost audit
for the FY 2025-26. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable to the
Cost Auditors for FY 2025-26 is provided in the Notice of
the ensuing AGM.

The Cost accounts and records as required to be
maintained under Section 148 (1) of the Act are duly made
and maintained by your Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 256 employees as on March 31, 2025.

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel (KMP) to the median of employees' remuneration
are provided in Annexure - D of this report.

The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. However, in terms of
Section 136 of the Act, the Annual Report is being sent
to the shareholders and others entitled thereto, excluding
the said annexure, which is available for inspection by the
shareholders at the Registered Office of your Company
during business hours on working days of your Company.
If any shareholder is interested in obtaining a copy thereof,
such shareholder may write to the Company Secretary
in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment (POSH) Policy and
has constituted Internal Complaints Committees (ICs), at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external members with relevant experience. The ICs,
presided by senior women, conduct the investigations and

make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace.
The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
a mandatory training/ certification on POSH to sensitise
themselves and strengthen their awareness.

During the year under review, your Company has not
received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal
orientation on POSH policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for directors
and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate
reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for
adequate safeguard against victimisation of whistle
blowers who avail of the mechanism and also provides for
direct access to the Chairperson of the Audit Committee
in exceptional cases.

No person has been denied access to the Chairperson of
the Audit Committee. The said policy is uploaded on the
website of your Company and the link of the same is given
in Annexure - A to this report.

During the year under review, your Company has not
received any complaint under the vigil mechanism.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with rule
8 of the Companies (Accounts) Rules, 2014, as amended is
provided as Annexure - E of this report.

Environment and Pollution Control

The Company has established centralized Environmental
Management Cell (EMC) for environment management and
vigorously pursued its goal of sustainable development
through exacting standard in environmental conservation,
emission control, promotion of alternative fuel & raw
materials and waste management. The Company has been
certified with ISO:14001 standard since 2004.

The Company has installed state of the art air pollution
control systems like ESP, Bag house with membrane
technology, Fugitive emission control systems like Dust

extraction & dust suppression system in all required
locations. The Company has also explored possibility to
upgrade existing pollution control equipment's on the
ground of present technology advancement and implement
accordingly. The Company has concreting of internal
roads, truck parking area and plant floors and carried out
massive plantation in the entire complex. The Company
has provided Clinker storage and state of the art loading
system. The mining activities are being carried out by
eco-friendly surface miner. The Company is committed
for CO2 emissions abatement and implemented series of
project for the same.

The Company has implemented series of measures for
environment and pollution control. Some of the measures
implemented during the year are:

Ý Enhancement in alternative fuel & raw material in
manufacturing process.

Ý Real time monitoring of emission data through online
continuous emission monitoring system.

Ý Enhancement of composite cement mix to enhance fly
ash utilisation.

Ý Regular carbon footprint analysis for green-house gas
emission reduction.

Ý Massive plantation in the plant & colonies.

Ý Internal Water audit has been carried out for
optimisation of water consumption in all the units &
increased the efficiency of cooling tower.

Ý Internal Energy audit has been carried out for the
optimisation of plant process, energy conservation &
enhancing the efficiency of compressors, blowers etc.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines
to network, application and the data.

During the year under review, your Company did not
face any incidents or breaches or loss of data breach in
Cyber Security.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code”)
to regulate, monitor and report trading in your Company's
shares by Company's designated persons and their
immediate relatives as per the requirements under the

Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/ dealing in Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI”).
The Code covers Company's obligation to maintain a digital
database, mechanism for prevention of insider trading
and handling of UPSI, and the process to familiarise with
the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished
price sensitive information which has been made available
on your Company's website and link for the same is given
in Annexure - A of this report.

The employees are required to undergo a mandatory
training/ certification on this Code to sensitise themselves
and strengthen their awareness.

General Disclosures

Neither the Chairman nor the CEO of your Company
received any remuneration or commission from any of the
subsidiary of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (including sweat
equity shares) to employees of your Company
under any scheme.

3. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and your Company's
operation in future.

4. No application was made and no proceeding
was pending under the Insolvency and
Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from the
Banks or Financial Institutions.

6. There were no revisions made in the financial
statements and Directors' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance,
support and assistance received from the Government of
India, Governments of various states in India, concerned
Government Departments, Financial Institutions and
Banks. Your Directors thank all the esteemed shareholders,
customers, suppliers and business associates for their faith,
trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure
that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Ajay Kapur

Place: Ahmedabad Chairman

Date: April 28, 2025

DIN: 03096416