Deccan Cements Ltd

Dear Shareholders,

The Directors of your company are glad to present the 44^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

The Financial Results for the year ended 31^st March 2024 are summarized below:

(Rs. in Lakhs)

The profit after tax of the Company for the current year was at Rs. 3,726.27 Lakhs as compared to the previous year profit of Rs. 4,929.52 Lakhs. During the year there was no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the financial year 2018-19. As per Ind-AS requirements GST, rebates and discounts are reduced from the Gross revenue.

(Rs. in Lakhs)

* includes unbilled revenue.

Operational Results are further elaborated in the Management Discussion and Analysis Report.

Your Directors do not propose to transfer any amount to reserves for the financial year ended 31^st March 2024.

In consonance with the Company's policy of rewarding its shareholders on a consistent basis, your directors have recommended final dividend of Rs.3/- per equity share i.e. @60% dividend on the Equity Share Capital of the Company for FY 2023-24, subject to approval of the members in the ensuing annual general meeting of the Company.

The web link for Dividend Distribution Policy is available at:

Policy.pdf.

There is no change in the capital structure during the year.

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act,-

The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable.

A report on the Management Discussion and Analysis is appended to this Report.

Business Responsibility Report as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

The Company's Report on Corporate Governance is attached, and forms part of this Report.

Certificate from the Statutory Auditors of the Company M/s. M Anandam & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

During financial year 2023-24 (on 11^th May 2023) the Company has transferred unclaimed and unpaid dividend amount of Rs. 6,52,065/- pertaining to the Financial Year 2015-16 to the Investor Education and Protection Fund (IEPF).

The unclaimed/unpaid dividend, pertaining to the financial year 2016-17 shall be transferred to the Investor Education and Protection Fund (IEPF) on 10^th September 2024, unless a claim by the respective member is lodged with the Company/RTA before that date.

The year wise details of unpaid and unclaimed amounts lying with the Company as on 31^st March 2024 is available in the Company's website https:// deccancements.com/shareholders-information.php. Shareholders are advised to check their unpaid and unclaimed dividend status and contact the Company for encashment of the same, if depicting unpaid.

Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,

2016 mandates companies to transfer shares in respect of which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF. Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during financial year 2023-24, through Corporate Action on 18^th May 2023, the Company has transferred 16,310 equity shares belongs to 27 shareholders to the IEPF Authority, in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more to the demat account of IEPF Authority held with NSDL. Details of shares so far transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://www. deccancements.com/shareholders-information.php.

The said details have also been uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

Similarly, the shares in respect of which dividend are unpaid / unclaimed for a continues period of seven years, since the dividend declared for Financial Year 2016-17, will be due for transfer to IEPF on 10^th September 2024.

The concerned members/investors are advised to visit the weblink http://www.deccancements.com/ shareholders-information.php or visit the weblink of the IEPF Authority https://www.iepf.gov.in/IEPF/ refund.html, or contact the Company's RTA (KFin Technologies Ltd.), for detailed procedure to lodge the claim with the IEPF Authority.

Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2016-17 and thereafter, are as under:

* Interim Dividend

On 19^th June 2023, Mr. M. B. Raju (DIN: 00016652), Executive Chairman and Promoter of the Company, passed away.

On 11^th August 2023, the Board of Directors of the Company elected Ms. P Parvathi (DIN: 00016597), Managing Director of the Company, as the Chairperson of the Board as well as of the Company.

On 4^th March 2024, Mr. Gopalakrishnan Ramamurthi (DIN: 00296413) passed away.

On 31^st March 2024, Mr. Jonnalagadda Narayana Murty (DIN: 00026474) and Mr. Umesh Shrivastava (DIN: 00229382) retired from the office of Independent Director of the Company after completion of their 2^nd term of five Years as an Independent Director at Deccan Cements Limited.

Mr. Paturi Srinivasa Rao (DIN: 01220158) and Mr. Rabindra Srikantan (DIN: 00024584) are appointed to the office of Independent Directors of the Company for a consecutive period of 5 years with effect from 1^st April 2024. Further, Mr. Srivari Chandrasekhar (DIN: 00481481) is appointed to the office of Independent Directors of the Company for a consecutive period of 5 years with effect from 28^th May 2024.

Mr. Kanwar Pratap Singh (DIN: 02951522) resigned from the office of Independent Directors of the Company with effect from 11^th July 2024.

Pursuant to Section 152 of the Companies Act, 2013 Ms. P Parvathi (DIN: 00016597) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment.

Mr. S. Venkateswarlu (DIN: 08602254) was

appointed as a Whole Time Director of the company for a period of 5 years with effect from 11^th November 2019. On the recommendation of the Nomination and Remuneration Committee the Board recommends the shareholders to consider the re-appointment of Mr. S. Venkateswarlu as a Whole Time Director, for a further period of 5 years with effect from 11^th November 2024.

Brief resume of Ms. P Parvathi (DIN: 00016597), Director retiring by rotation and Mr. S. Venkateswarlu (DIN: 08602254), proposed to be re-appointed as Director and Whole Time Director, respectively including nature of their experience in specific functional areas, names of companies in which they holds directorship and membership of committees of the Board of other companies is appended to the Notice calling the 44^th Annual General Meeting.

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company's philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Company's website at www. deccancements.com.

Your Company has received necessary declaration from each independent director under Section 149 of the Companies Act, 2013, confirming that he/she meets the criteria of independence laid down in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

M/s. M. Anandam & Co., Chartered Accountants (FRN 000125S) were re-appointed as Statutory Auditor of the Company for a second term of 5 Consecutive years at the 42^nd Annual General Meeting held on 14^th September 2022 to hold office till the conclusion of 47^th Annual General Meeting of the Company.

The Notes on the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

M/s. Aruna Prasad & Co., Cost Accountants, Chennai, has been re-appointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2024-25. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. V. Shankar & Co., Company Secretaries, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31^st March 2024. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I). There has been no qualification, reservation, adverse remarks or disclaimer in the Secretarial Audit Report, except some observations, the clarification of which is furnished hereunder:

1. Observations in para 2 and 3 are selfexplanatory.

2. Due to delay in receiving information from the Dividend payment banker there was a delay of one day in filing Form IEPF-7.

3. Due to change in the procedure of Corporate Action, there was a delay in approval of Corporate Action by the NSDL for the transfer of Shares to IEPF, in respect of which dividends were unclaimed and unpaid for seven consecutive years. Accordingly, there was delay in filing Form IEPF-4.

The Annual Return for FY 2023-24 is available on the website of the Company and the same can be accessed through the link: http://www. deccancements.com/shareholders-information.php.

During the year, Five (5) meetings of the Board of Directors were convened and held. The details of the meetings of the Board are furnished in the Corporate Governance Report which forms part of this Report.

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, relating to Directors' Responsibility Statement, your Directors, confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March 2024 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the year ended 31^st March 2024 on a going concern basis;

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

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The CEO and CFO certification on the Financial Statements for Year 2023-24 is provided elsewhere in this Annual Report.

The Company's policy on directors' appointment and remuneration and other matters has been disclosed in the Corporate Governance Report, which forms part of this Report.

The Company has not granted any loans, secured or unsecured, which falls under the provisions of Section 186 of the Companies Act, 2013.

The Company had not entered into any arrangement/ transaction with related parties which is material in nature and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

Transactions entered by the Company with its related parties were on an arm's length basis and suitable disclosures as required under Ind AS-24 have been made in Note No. 33 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Company's website https://deccancements.com/corporate-governance. php.

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors' Report for the year ended 31^st March 2024 are given in Annexure II.

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015 the Board of Directors have constituted the Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Risk Management Policy is disclosed in the company's website https://deccancements.com/ corporate-governance.php. The Risk Management Policy envisages identification of risk and procedures for assessment and mitigation thereof.

Pursuant to Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition of the Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is available on the website of the Company www.deccancements.com.

A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2023-24 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure III.

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV.

During the financial year under review, none of the Company's employees are in receipt of remuneration more than the limit prescribed under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the 'The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder.

During the financial year ended 31^st March 2024, the Company has not received any Complaint pertaining to Sexual Harassment.

Your company's affairs are being managed in a fair and transparent manner. There were no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report. No application has been

made under the Insolvency and Bankruptcy Code, 2016 during FY 2023-24 and thereafter. For FY 202324 the Auditors of the Company did not report any frauds to the Audit Committee under sub-section (12) of section 143 of the Companies Act, 2013. There was no change in the nature of business of the Company during FY 2023-24 and thereafter. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are being made and maintained. 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.

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain amongst the well performing units of the industry.

Your Directors take this opportunity to express their gratitude to Central and State Governments and their departments and the local authorities, the Banks, Dealers, Stockists and Customers for their continued guidance and support to the Company during the year under review.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

For and on behalf of the Board of Directors, Deccan Cements Limited