ACC Ltd

Dear Shareholders,

Your Directors are pleased to present the 89^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025 ("FY 2024-25/FY25").

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:

financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

The key aspects of your Company's operational performance during the FY25 are as follows:

• Consolidated income, comprising Revenue from Operations and other income, for the FY 2024-25 was I 22,834.74 crore as against I 20,451.77 crore in FY 2023-24.

• Consolidated Profit before Tax for the FY 2024-25 was I 3,126.78 crore vis-?-vis I 2,757.36 crore in FY 2023-24.

• Consolidated Profit after Tax for the FY 2024-25 was I 2,402.27 crore compared to I 2,335.08 crore in FY 2023-24.

• Cement production is 29.52 Million tonnes in FY 2024-25 as against 29.27 Million tonnes in 2023-24.

• Cement Sales volume is 38.99 Million tonnes in FY 2024-25 as against 35.26 Million tonnes in 2023-2024.

• The Consolidated Net Sales in Cement including RMX is I 20,672.15 crore in FY 2024-25 as against I 19,573.58 crore in FY 2023-24.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Your Company has a robust track record of rewarding its shareholders with a generous dividend payout. The Board of Directors of your Company ("Board") has recommended a dividend of I 7.50 [75%] per Equity Share of I 10 each for the period ended FY25. This represents a pay-out ratio of 5.81 %. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders, would involve a cash outflow of I 140.84 crore.

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

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report which forms part of this Integrated Annual Report.

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY25, after all appropriations and adjustments, was I 14,714.31 crore.

During the year under review, there was no change in the authorised and paid-up share capital of your Company. The authorised equity share capital of your Company is I 225 crore and the authorised preference share capital of your Company is I 100 crore. The paid-up equity share capital of your Company is I 188 crore. During the year, your Company has not issued any shares or convertible securities. Your Company does not have any scheme for the issue of shares, including sweat equity to the Employees or Directors of the Company.

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 FY 25 or the previous financial years. Your Company did not accept any deposit during the year under review.

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements. (Refer Note No. 50).

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review ACC Mineral Resources Limited (AMRL), wholly owned subsidiary of your Company acquired 100% stake in several Special Purpose Vehicles (SPVs) and accordingly the said SPVs became the step-down subsidiaries of your Company, which includes West Peak Realtors Private Limited, Foresite Realtors Private Limited, Krutant Infra Private Limited, Anantroop Infra Private Limited, Eqacre Realtors Private Limited, Kshobh Realtors Private Limited, Prajag Infra Private Limited, Satyamedha Realtors Private Limited, Trigrow Infra Private Limited, Vanang Realtors Private Limited, Victorlane Proj Private Limited, Vihay Realtors Private Limited, Vrushak Realtors Private Limited, Akkay Infra Private Limited and Pearlytic Projects Private Limited.

During the year under review, none of the entities ceased to be subsidiary/joint venture/associate of your Company. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary and joint venture companies shall be made available to the shareholders of the subsidiary companies and joint venture companies seeking such information on all working days during business hours. The financial statements of the subsidiary and joint venture companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary and joint venture companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries and joint venture companies, are available on website of the Company (www.acclimited.com).

Based on Financial Statement as on March 31, 2025, your Company does not have any material subsidiary company. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure – A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

As of 31^st March, 2025, your Company's Board has 8 (eight) members comprising of three Non-Executive Non Independent Directors (including one Nominee Director), one Executive Director and four Non-Executive Independent Directors including one Woman 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 Integrated 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 Corporate Governance Report, which forms part of this Integrated Annual Report.

During the year under review there were no changes in the Board of your Company.

1. In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Arun Kumar Anand ((DIN:08964078 ) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Arun Kumar Anand as a Director for your approval.

2. Based on the recommendations of the Nomination and Remuneration Committee (the "NRC"), the Board of Directors at their meeting held on March 28, 2025 approved the following: (a) Appointment of Mr. Vinod Bahety (DIN: 09192400) (who had been serving as Chief Financial Officer of your Company since September 16, 2022) as Wholetime Director & CEO (Key Managerial Personnel) for a term of three (3) years effective from April 1, 2025, subject to the approval of Members. Consequently, he relinquished his position as Chief Financial Officer of your Company with effect from close of business hours on March 31, 2025. Your Company has also received a Notice under Section 160 of the Act from a Member in writing proposing his candidature for appointment as a Wholetime Director & CEO. (b) Reappointment of Mr. Sandeep Singhi (DIN: 01211070), Mr. Nitin Shukla (DIN: 00041433) and Mr. Rajeev Agarwal (DIN: 07984221) as Independent Directors for a second term of three (3) years with effect from September 16, 2025. They were appointed as Independent Directors of your Company pursuant to Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 ("the Appointment Rules") by the Board for initial term of three years, effective September 16, 2022, to hold office up to September 15, 2025. The NRC, after taking into account their performance evaluation during their first term of 3 (three) years and considering their knowledge, acumen, expertise, experience, substantial contribution and time commitment, has recommended to the Board about their reappointment for a second term of 3 (three) years. The NRC and the Board are of the view that they possess the requisite skills and capabilities, which would be of immense benefits to the Company, and hence, it is desirable to reappoint them as independent directors. Further, they fulfil the conditions as specified in the Act, and Rules made thereunder and SEBI Listing Regulations for their reappointment as Independent Directors of your Company and they are independent of the Management of your Company.

The Board recommends the reappointment of Mr. Sandeep Singhi, Mr. Nitin Shukla and Mr. Rajeev Agarwal as Independent Directors of the Company, for a second term of 3 (three) years effective from September 16, 2025 to September 15, 2028 (both days inclusive).

(c) Mr. Rakesh Tiwary was appointed as a Chief Financial Officer (Key Managerial Personnel) of the Company with effect from April 1, 2025.

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.

Following changes took place in the Key Managerial Personnel:

• Mr. Manish Mistry resigned as a Company Secretary

& Compliance Officer of the Company w.e.f. close of business hours on January 31, 2025.

• Mr. Bhavik Parikh has been appointed as a Company Secretary & Compliance Officer of the Company w.e.f. February 1, 2025.

• Mr. Ajay Kapur resigned as a Wholetime Director & CEO w.e.f. close of business hours on March 31, 2025.

• Mr. Vinod Bahety resigned as a Chief Financial Officer w.e.f. close of business hours on March 31, 2025.

Following changes in Key Managerial Personnel took place after completion of Financial Year:

• Mr. Vinod Bahety appointed as Wholetime Director & CEO w.e.f. April 1, 2025.

• Mr. Rakesh Tiwary appointed as Chief Financial Officer w.e.f. April 1, 2025.

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:

• Mr. Vinod Bahety, Wholetime Director & CEO

• Mr. Rakesh Tiwary, Chief Financial Officer

• Mr. Bhavik Parikh, Company Secretary & Compliance Officer

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. Additionally, your Board has formed other governance committees and subcommittees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, your Board has constituted the following committees/sub-committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Corporate Responsibility Committee

• Information Technology & Data Security Committee

• Legal, Regulatory & Tax Committee

• Reputation Risk Committee

• Mergers and Acquisition Committee

• Commodity Price Risk Committee

• Public Consumer 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 Integrated Annual Report.

Your Board met 6 (Six) 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 Integrated Annual Report.

The Independent Directors met on March 28, 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 Directors 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.

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 organised 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 held on March 28, 2025 and also at the NRC meeting and Board meeting held on March 28, 2025. The suggestions were considered by the Board to optimise the effectiveness and functioning of the Board and its committees.

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

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 the Company and link for the same is given 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.

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. The said Policy is available on your Company's website and link for the same is given in Annexure-A of this report.

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

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 profit 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.

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

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 Report, which forms part of this Integrated Annual Report.

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 and the Board periodically monitor the status of compliances with applicable laws.

The details 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.

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company and the link for the same is given in Annexure-A of the report.

The Annual report on CSR Activities is annexed and forms part of this report as Annexure - B.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY25 have been utilised for the purpose and in the manner approved by the Board of the Company.

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 Integrated Annual 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 Integrated Annual Report along with the required certificate from a Practicing Company Secretary, 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 the Company and the link for the same is given in Annexure-A of this report.

In accordance with the SEBI Listing Regulations, the BRSR for the FY 25, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of the Company provides an insight on various ESG initiatives adopted by the Company.

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 of your Company and link for the same is given in Annexure-A of this report.

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 comprise 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 contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY25 and hence, does not form part of this report. During the year, the material 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 May 18, 2024 and March 30, 2025. Your Company did not enter 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 given in Annexure – A of the report.

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

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003) were appointed as the Statutory Auditors of your Company for the first term of five years till the conclusion of 91^st Annual General Meeting (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. A representative of the Statutory Auditors of your Company attended the previous AGM of the Company held on 26^th June 2024.

Statutory Auditors have provided their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditor's Report are self-explanatory. The Auditor's Report is enclosed with the financial statements forming part of this Annual Report.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. Mehta & Mehta, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 25. 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 Mehta & Mehta, Practicing Company Secretary (C. P. No. 2486; Peer reviewed certificate no. 3686/2023) 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 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.

In their report, the Secretarial Auditors have commented about certain delays in the statutory compliances. The Company submits that the said delays were inadvertent and not material in nature. The processes have been strengthen to ensure timely compliances in future.

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.

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.

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. D. C. Dave & Co., Cost Accountants, Mumbai (Firm Registration No 000611), to conduct the cost audit of your Company for the financial year ended March 31, 2025. Your Board at its meeting held on April 24, 2025 has appointed M/s. P. M. Nanabhoy & Co., Cost Accountants, Cost Auditors (FRN:000012) as Cost Auditors of the Company in place of M/s. D. C. Dave & Co., Cost Accountants, 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 Annual General Meeting.

Your Company had 3,171 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 Integrated 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.

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 mandatory training/certification on POSH to sensitise themselves and strengthen their awareness.

During the year under review your Company received two (2) complaints under POSH, out of which One (1) complaint was resolved during the year under review.

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

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 safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

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

During the year under review, your Company has received 76 complaints under the vigil mechanism, out of which 67 complaints were duly resolved. Further details are mentioned in Corporate Governance Report / BRSR, which is part of this Integrated Annual Report.

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.

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.

Your Company has adopted a Code of Conduct ("PIT 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 PIT 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 undergo mandatory training/certification on this Code to sensitise themselves and strengthen their awareness.

Neither the Chairman nor the Wholetime Director & 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.

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.