Dalmia Bharat Ltd

Dear Members,

Your directors have pleasure in presenting their 12th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2024-25.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

in crore)

On a standalone basis, your Company recorded net revenue of ^202 croreforthe FY 2024-25 registering a growth of 55.39% as compared to the net revenue of R 130 crore in the FY 2023-24; Earnings before Finance Cost, Depreciation and Taxes stood at ^ 212 crore in FY 2024-25 as compared to ^ 132 crore in FY 2023- 24 and earned profit before tax of R 205 crore during the FY 2024-25 as compared to R 123 crore profit earned in the FY 2023-24.

The consolidated performance of the Company, its subsidiaries, associates and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

Your Company achieved a sales volume growth by 2% in the financial year 2024-25 from 28.8 MnT to 29.4 MnT. On a consolidated basis, the net revenue reached R 13,980 crore, marking a de-growth of -4.8 % compared to the previous financial year's net revenue of R 14,691 crore, there was a decline in the earnings before finance cost, depreciation, and taxes, which stood at ^ 2,954 crore in FY 2023-24, representing a decrease of 9.9 % compared to K 2,660 crore in FY 2024-25.

Due to this decline, the Company's profit before tax in FY 2024-25 amounted to ^ 817 crore, indicating a de-growth of 23.6 % when compared to ^ 1,070 crore earned in the financial year 2023-24. Moreover, the profit after tax for FY 2024-25 reached K 699 crore, showing de-growth rate of 18.1 % compared to ^ 853 crore earned in FY 2023-24.

During the FY 2024-25, ICRA ESG Ratings Limited, a SEBI registered Category-1 ESG Rating Provider, assigned [ICRA ESG] Combined Rating 78, Strong to the Company. The rating underscores Company's status as one of the leaders in sustainability within the cement sector in India, integrating environmental considerations into its long-term strategic goals characterised by focus on emissions reduction, renewable energy integration while making continued efforts for water and biodiversity conservation and responsible waste management.

As at the close of the year, Dalmia Cement (Bharat) Limited ('DCBL'), wholly owned subsidiary of the Company, along with its subsidiaries, has enhanced its Cement capacity to 49.5 MnT; Clinker Capacity to 23.5 MnT; Solar Power capacity to 136 MW and West Fleat Recovery System Power to 72 MW. During the year under review, DCBL has Commenced commercial production of its 2.5 MTPA Cement Grinding Capacities at Andhra Pradesh, Tamil Nadu and Bihar. DCBL also approved proposal to increase the overall Clinker capacity by 3.6 MnT and Cement capacity by 3 MnT at Belgaum.

Further, during the year DCBL entered into

following Agreements:

a) Share Purchase Agreement ("SPA"), Deed of Accession ('DOA') and Power Purchase Agreement ('PPA') on April 5,2024, to acquire 18.13% of equity share capital of 02 Renewable Energy V Private Limited, to source wind power as a captive consumer for a capacity upto 11 MW located in the State of Karnataka. Addendums to aforesaid SPA and PPA were also executed on August 22, 2024 for acquisition of additional 7.31% equity share capital of 02 Renewable Energy V Private Limited. Consequently, pursuant to the aforesaid acquisition of additional equity, DCBL holds 25.44% of total equity share capital in 02 Renewable Energy V Private Limited.

b) Share Subscription and Shareholders'Agreement ("SSSA") and Solar Power Purchase Agreement ("SPPA") on June 7, 2024, to acquire 19.18% of equity share capital of Amplus Kaveri Solar Private Limited, to source solar power as a captive consumer for a capacity upto 45.20 MW located in the State of Maharashtra.

c) Share Subscription Agreement ("SSA"), Share Holders Agreement ("SHA") and Power Purchase Agreement ("PPA") on June 8, 2024, to acquire 26% of equity share capital and 26% of compulsory convertible debentures of Solarcraft Power India 23 Private Limited to source solar power as a captive consumer for a capacity upto 46.88 MW located in the State of Karnataka.

d) Share Subscription and Shareholders agreement ('SSSHA')onSeptember3,2024,toacquire 26% of equity share capital of TruereSurya Private Limited, to source solar power as a captive consumer for a capacity upto 128 MW located in the State of Tamil Nadu.

e) Share Subscription and Shareholders agreement ('SSSHA') on September 18, 2024, to acquire 26% of equity share capital of Solsolis Solar Energy Solutions Private Limited, to source solar power as a captive consumer for a capacity upto 11.2 MW located in the State of Odisha.

f) Share Subscription and Shareholders agreement ('SSSHA') on October 1, 2024, to acquire 25.38% of equity share capital of Bijlee Kandasamy Private Limited, to source solar power as a captive consumer for a capacity upto 11.00 MW located in the State of Tamil Nadu.

g) Share Purchase & Shareholders Agreement ("SPSA") on October 24,2024, to acquire 5.39% of equity share capital of Atria Wind Power (Basavana Begawadi) Private Limited, to source wind power as a captive consumer for a capacity upto 6 MW located in the State of Karnataka.

h) Share Subscription and Shareholders agreement ('SSSHA') on January 17, 2025, to acquire 26% of equity share capital of Solis Urja Energy Private Limited, to source solar power as a captive consumer for a capacity upto 7.0 MWp located in the State of Andhra Pradesh.

i) Share Subscription and Shareholders' Agreement ('SSSHA') on March 5, 2025, to acquire 34.52% of equity share capital of Kilavikulam Rajalakshmi Solar Power Developer Private Limited, to source solar power as a captive consumer for a capacity upto 10.00 MW located in the State of Tamil Nadu.

Dalmia Cement (North-East) Limited (formerly, Calcom Cement India Limited) ('DCNEL') has successfully commenced commercial production of its 2.4 MTPA Increased Cement Grinding Capacity at Lanka, Distt. Hojai, Assam. With the commencement of commercial production of this 2.4 MTPA Increased Cement Grinding Capacity at Lanka, Distt. Hojai, Assam, the total cement manufacturing capacity of the Group stands increased to 49.5 MTPA.

During the year, the Hon'ble National Company Law Tribunal, Guwahati Bench ("NCLT") vide its Order dated February 21, 2025 ("Order"), approved the Scheme of Arrangement between Dalmia Cement (North East) Limited ("Transferee Company", a material subsidiary of the Company), Vinay Cement Limited ("Transferor Company", a subsidiary of the Company) and their respective shareholders and creditors ("Scheme"), involving demerger and transfer of the cement and mining business operation undertaking of the Transferor Company to the Transferee Company, with effect from the Appointed Date i.e. March 31, 2023 under Sections 230 to 232 of the Companies Act, 2013. The Scheme became effective on March 31, 2025. Both subsidiaries continue to remain subsidiaries of the Company post the Scheme becoming effective.

Dalmia Bharat Green Vision Limited ("DBGVL"), a wholly owned subsidiary of the Company, approved proposal to commission new Cement Capacity of 3.0 MnT at Pune.

During the beginning of FY 2024-25 the Company received requests from RHI Magnesita India Refractories Ltd. ("RHIMIRL", formerly known as Dalmia OCL Limited) and Dalmia GSB Refractories GmbH ("DGSB"), former wholly owned subsidiaries of Dalmia Bharat Refractories Limited ("DBRL", an entity belonging to Promoter Group), for reclassification from 'promoter and promoter group' category to 'public' category shareholders in accordance with Regulation 31A of the Listing Regulations, as DBRL had sold its entire stake in RHIMIRL and DGSB. The approval of Members was not required for such requests, since

the entities seeking re-classification did not hold any share or voting rights in the Company. The said requests were accordingly approved by the Board of Directors of the Company at its meeting held on April 24, 2024, and requisite applications, seeking approval for re-classification of aforesaid shareholders from 'Promoters and Promoter Group' to 'Public' category, were submitted to BSE Limited and National Stock Exchange of India Limited which are under consideration with both stock exchanges.

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business, risks and concerns and material developments during the financial year under review.

During the year under review, the Board of Directors of the Company at its meeting held on October 19, 2024, declared an Interim dividend of R 4/- (@200%) per equity share having face value of R 2/- each. The interim dividend was paid to the shareholders on November 6, 2024.

The Board of Directors at its meeting held on April 23, 2025, has also recommended payment of R 5/- (@ 250%) per equity share having face value of R 2/- each as final dividend for the financial year ended March 31, 2025. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

Accordingly, the total dividend for the financial year 2024-25, including the proposed final dividend, amounts to R 9/- (@ 450%) per equity share having face value of R 2 each in consistency with the dividend of R 9/- (@450%) per equity share of the face value of R 2 each paid for the previous financial year 2023-24.

The dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at:

Your Directors have not proposed to transfer any amount to the General Reserve.

The consolidated financial statements of your Company for the Financial Year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and form an integral part of this Annual Report.

A report containing the salient features of the financial statements of the Company's subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2025 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

During the year under review, Dalmia Cement (Bharat) Limited ('DCBL') and Dalmia Cement (North East) Limited ('DCNEL') were material unlisted subsidiaries of the Company in terms of the Listing Regulations, as amended from time to time, and the Company's Policy for determining material subsidiary. An Independent Director of the Company is also a Director on the Board of both material unlisted subsidiaries of the Company.

The said policy may be accessed at the Company's website at https://www.dalmiacement.com/assets/pdf/ir/Policy-on- Material-Subsidiaries.pdf

As on March 31, 2025, the Company has 30 subsidiaries and 2 joint ventures. During the financial year 2024-25, there has been no addition or deletion of number of subsidiaries of the Company.

During the year the Company acquired more than 20% stake in the following power companies, however the Company does not exercise significant influence or control on decisions of these companies:

1. Solarcraft Power India 23 Private Limited

2. O₂ Renewable Energy V Private Limited

3. Bijlee Kandasamy Private Limited

4. Kilavikulam Rajalakshmi Solar Power Developer Private Limited

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Company's website www.dalmiabharat.com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member

desirous of obtaining a copy of the same may write to the Company Secretary.

During the year under review, the Board of Directors of the Company met Five (5) times, i.e., on April 24, 2024, May 28, 2024, July 18, 2024, October 19, 2024 and January 21, 2025. The Board meetings are conducted in due compliance with and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sh. Yadu Hari Dalmia (DIN: 00009800), Chairman and Non-Executive Director of the Company, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting ('AGM'), and being eligible, offers himself for reappointment. Appropriate resolution for his reappointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Sh. Yadu Hari Dalmia and other related information, as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meeting (SS-2), is appended in the Notice of AGM.

During FY 2024-25, Mr. Haigreve Khaitan (DIN: 00005290) joined the Board as an Independent Director w.e.f. April 1, 2024 for a term of five consecutive years. His appointment was duly approved by the shareholders at the 11th AGM held on June 28, 2024. In accordance with the provisions of Sections 2(51) and section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company during the year under review:

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & CEO

3. Mr. Dharmender Tuteja, Chief Financial Officer

4. Mr. Rajeev Kumar, Company Secretary

There was no other change in Directors or KMPs during the year under review, except as mentioned above.

Your Company has received declarations from all the Independent Directors, namely Mr. Paul Heinz Hugentobler, Mrs. Anuradha Mookerjee, Mr. Anuj Gulati

and Mr. Haigreve Khaitan confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Listing Regulations and they have registered their names in the Independent Directors' Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have submitted declarations that they have not been disqualified to act as a Director.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from the Management.

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees of the Board namely (a) Audit Committee (b) Stakeholders' Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee.

The details with respect to the compositions, number of meetings held during the financial year 2024-25 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

Apart from above, to ensure smooth operations, the Board constitutes several operational committees from time to time.

The Nomination and Remuneration Policy of the Company inter alia lays down the constitution and role of the Nomination and Remuneration Committee and provides framework for appointment, resignation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management. The Policy has been framed with the following objectives:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

b. to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

c. to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

d. to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

iii. Align the growth of the Company and development of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent by the Company; and

e. to ensure diversity of the Board of the Company.

The Policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy of the Company can be accessed at https://www.dalmiacement.com/assets/pdf/ir/DBL- Nomination-and-Remuneration-Policy.pdf

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance;

(iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2024-25.

The Board's functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the Management outside Board/ Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) In preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have 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 at the end of the financial year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

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.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time are provided in the prescribed format and is attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

None of the Directors (including Managing Director and CEO) received any remuneration from the subsidiaries of the Company, except (i) sitting fees for attending meetings of their Board & Committees; and (ii) remuneration to Mr. Yadu Hari Dalmia as an Advisor of Dalmia Cement (Bharat) Limited.

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 2024-25 forms an integral part of this Annual Report. Requisite certificates from M/s Vikas Gera & Associates, Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance and that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority, are also attached to the Corporate Governance Report.

The Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

During the year under review, the Company has allotted 17,532 equity shares of R 2/- each to certain eligible employees pursuant to exercise of stock options by them under DBL ESOP Scheme 2018. As of March 31, 2025, the Issued, Subscribed and Paid-up equity share capital of the Company was R 37.51 crore constituting of 18,75,65,161 equity shares of R 2/- each.

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i.e. "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the "DBL ESOP Scheme 2018" of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company's website at https://www.dalmiacement.com/assets/ pdf/shareholder-Information/ESOP/fy25/DBL%20ESOP%20 Disclosure%20as%20on%20March%2031.%202025.pdf

A certificate from the Secretarial Auditor of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder's resolution will be made available electronically for inspection by the members during the AGM.

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2025 is available on the Company's website at https://www.dalmiacement.com/ assets/pdf/shareholder-Information/annual-return/DBL%20 Annual%20Return%202024-2025.pdf

The Group has been following the concept of giving back and sharing with the under privileged sections of the society for more than eight decades. The CSR of the Group is based on the principal of Gandhian Trusteeship. For over eight decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our CSR policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Board of Directors of your Company has formulated and adopted a policy on CSR. The said policy can be accessed at https://www.dalmiacement.com/assets/pdf/ir/Corporate- Social-Responsibilitv-Policy.pdf. Since the Company has brought forward excess CSR spending of R 3.51 crore from previous years, during the year under review, the Company has set off the same against the spending requirement of R 80.28 Lakhs, being 2% of the average net profits of last three financial years. As a result, the excess amount spent would be carried forward for set off in next financial year(s).

The annual report on CSR activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent around R 19 crore in FY 2024-25 towards CSR.

ntracts/ arrangements/ transactions entered by the ny during the financial year with related parties were rdinary course of business and on an arm's length basis.

I the year, the Company had not entered into any ct/ arrangement/ transaction with related parties which De considered material in accordance with the policy of mpany on materiality of related party transactions or is required to be reported in Form No. AOC-2 in terms of t 134(3)(h) read with Section 188 of the Act and Rule 8(2) Companies (Accounts) Rules, 2014.

d Party Transactions are placed before the Audit ittee for prior approval. Prior omnibus approval of dit Committee is obtained for the transactions which etitive in nature including the transactions where the iary(ies) of the Company is a party, but the Company a party, except transaction with or amongst wholly subsidiaries.

the year, Dalmia Cement (Bharat) Limited, a materially owned subsidiary has provided corporate guarantee to r materially wholly owned subsidiary, Dalmia Cement East) Limited to secure the loans raised by it from its ?s for R 1,700 Crore. The same being the material related ransaction under Regulation 23 of the Listing Regulations, proved by shareholders at the 11th AGM of the Company,

pliance with the requirements of the Companies Act, nd Listing Regulations, your Company has formulated a on Related Party Transactions. The said policy was revised the year to align it with the amendments in the Listing tions. The said policy is available on Company's website 3s://www.dalmiacement.com/assets/pdf/ir/Policy%20 Related%20Party%20Transactions 2025.pdf

:ompany has meticulously designed a robust Risk jement Framework to proactively identify, assess, and te risks. This framework serves as a strategic shield, ng the Company to navigate uncertainties effectively. tures include:

: Identification: Rigorous processes allow us to identify ential risks across various dimensions.

: Assessment: We evaluate risks based on their impact likelihood, ensuring a comprehensive understanding.

c Mitigation: Adequate measures are implemented to imize adverse effects.

nitoring and Reporting: Regular monitoring ensures ely intervention, and transparent reporting keeps

The Risk Management Committee (RMC) plays a pivotal role in overseeing risk-related activities. Key responsibilities of RMC include:

• Monitoring and Review: The committee continuously monitors and reviews our risk management plan and processes.

• Holistic Approach: It addresses a wide spectrum of risks, including strategic, financial, liquidity, security (including cyber security), regulatory, legal, and reputational risks.

• Policy Formulation: The committee ensures the existence of a robust Risk Management Policy that guides our risk mitigation efforts.

Your Company has appointed a Chief Risk Officer (CRO) who spearheads risk management initiatives. The CRO collaborates with business units, assesses risk exposure, and recommends appropriate actions.

Our approach to risk assessment follows a systematic procedure:

1. Identification: We proactively identify major risks across the organization.

2. Classification: Risks are categorized based on their significance and likelihood.

3. Prioritization: We prioritize risks to allocate resources effectively.

We assure our stakeholders that there are no elements of risk that, in the opinion of the Board, threaten the existence of the company. Our commitment to sound risk management practices ensures continuity and resilience.

For detailed insights into our risk management practices, please refer to the Corporate Governance Report, which is an integral part of this Annual Report.

This comprehensive overview underscores our commitment to prudent risk management and strategic resilience. We appreciate the collective efforts of our teams and stakeholders in safeguarding our organization's future.

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions such as Human Resource, Logistics, material movement, legal Compliances, SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control

systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations as amended from time to time, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's website at https://www. dalmiacement.com/assets/pdf/ir/DBL-Whistleblower-Policy- Vigil-Mechanism.pdf.

Your Company is committed to ensure that all are treated with dignity and respect. Company has zero tolerance towards any action of any executive which may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Human Resources and the Legal department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2024-25, four complaints were received and disposed of by the ICC.

Your Company has given loans and guarantees, provided security and made investments in other Companies with the requisite approval and in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no. 35.

The particulars of energy conservation and technology absorption in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, of the Company on stand-alone basis, are nil. The relevant information on consolidated basis is provided in Management Discussion and Analysis Report and Business Responsibility and Sustainability Report.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) Profit before tax from continuing operations for the financial year ended March 31, 2025 was lower by R 153 Crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (b) in respect of dispute between one of the Company's subsidiary

namely Dalmia Cement (Bharat) Limited (DCBL) and Bawri Group (BG) shareholder of a step down subsidiary. (c) Release of mutual fund units to DCBL pursuant to Hon'ble Supreme Court order, upon furnishing of Bank Guarantee of R 344 Crore in Trial Court; and (d) Provisional Order of Attachment (POA) against certain land parcels of the DCBL by the Directorate of Enforcement ('ED') under the Prevention of Money Laundering Act, 2002 ('PMLA').

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(ii), 6(i)(a), 36(B), 36(C) and 36(E) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2025, which are self-explanatory and do not call for any further comments and explanation.

With respect to the report of the Statutory Auditors on the consolidated financial statements, regarding disclosure made under the heading other matters, with respect to consolidation of management certified financial statements of a joint venture company; it may be noted that since the audit of the said joint venture company is yet to be completed, the consolidation is made based on the unaudited financial statements furnished by its management. This has no material impact on the financial statement.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s Vikas Gera & Associates, Company Secretaries, as the Secretarial Auditor for the Financial Year 2024-25.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report in Form MR-3 of the Company for the FY 2024-25 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report. The Secretarial Auditor has also issued the Secretarial Compliance Report for the FY 2024-25, required to be filed with Stock Exchanges under Regulation 24A of the Listing Regulations.

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited, material unlisted subsidiaries of the Company during FY 2024-25, has also been carried out. Copy of Secretarial Audit Report(s) of said material subsidiaries is available on Company's website at www.dalmiabharat.com and are also attached and marked as Annexure - 4.

Further, in terms of the amended Regulation 24A of the Listing Regulations, M/s Vikas Gera & Associates, Company Secretaries (CP No. 4500), a peer reviewed firm (Peer Review No. S2007DE094600), have been recommended by the Board for appointment as the Secretarial Auditors of the Company, for a term of five consecutive years, beginning from FY 2025-26, for the approval by the shareholders of the Company at the ensuing 12th Annual General Meeting.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried on by the Company.

During the year under review, the Company has not accepted any deposits.

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Operations in future.

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company, have occurred between March 31, 2025 and the date of the report.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

The Board of Directors wishes to extend heartfelt gratitude to various stakeholders who have contributed significantly during the past year. We deeply appreciate the unwavering support and cooperation received from Government Authorities for their guidance and regulatory framework have been instrumental in our operations; Financial Institutions and Banks for their financial backing and strategic partnerships have strengthened our position; Customers for their trust and loyalty drive our commitment to excellence; Vendors for their reliability and quality services have been invaluable and Members for their active participation and engagement enrich our corporate community. Additionally, we acknowledge the dedicated efforts of our executives, staff, and workers. Their tireless commitment ensures our continued success. Thank you for being an integral part of our journey.

For and on behalf of the Board of Directors