Shree Digvijay Cement Co. Ltd

Dear Shareholders,

Your Board of Directors has immense pleasure in presenting 80^th Annual Report on business and operation of Shree Digvijay Cement

Company Limited ("Company") along with the audited standalone & consolidated financialstatements for the year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS: are as under: Thefinancial highlightsforthe

The Company's total income for the year was 73,499.13 Lakhs, representing a decrease of about 8% compared to the total income of 80,097.34 Lakhs in the previous year.

Profit before tax for the year stands at 3,454.50 Lakhs, which marks a significant 11,820.67 Lakhs in the previous year. Similarly, profit after tax has decreased to 2,520.06 Lakhs during the year, compared to

8,775.71 Lakhs in the previous year.

A major contributing factor to this decline was the extremely poor cement prices, which were significantly lower as compared to the previous year. This sharp price correction can be attributed to a combination of factors, including the general elections, extreme heatwaves, intense competition, and heavy rainfall. These factors collectively resulted in low demand and, consequently, significantly depressed cement prices across the industry.

* Cement sales of 13.72 Lakh tons include 0.076 Lakh ton used for self-consumption, which is an increase from last year's 0.063 Lakh ton.

During the year under review, there was a notable increase in Cement production, which soared to 13.87 Lakh MT as compared to 13.48 Lakh MT in the previous year. In addition to this, the Company also achieved record Cement sales of 13.72 Lakh MT, as compared to 13.61 Lakh MT in the previous year. There has not been any change in the nature of the business of the Company.

The construction and erection of the new grinding unit at your Company's site in Sikka, as announced by the Board of

Directors last year, has now reached at the final stage and commissioning of this unit is expected in the first quarter of FY

2025-26. Although there was a slight delay due to late delivery of the cement mill to the plant site, we are pleased to report that the project is now back on track.

Once commissioned, this grinding unit will significantly enhance total cement capacity, reaching a new milestone of 3.00 MTPA. This achievement represents a major step forward for your Company as the Company continue to strengthen its foundation and expand into new markets. The successful completion and upcoming commissioning of the new grinding unit stand as testaments of unwavering commitment to growth and excellence.

The Board of Directors is pleased to recommend a Dividend of 1.50/- (i.e. @15%) per equity share on 14,78,14,278 Equity Shares of 10/- each for the year ended 31^st March, 2025 payable to those Shareholders, whose names appear in the Register of

Members as on Record Date to be fixed for the purpose.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. 1^st April, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"), the Company has formulated a Dividend Distribution Policy ("Policy"). The Dividend recommendation is in accordance with the Policy of the Company. The Policy is available on the Company's website and can be accessed at https://.digvijaycement.com/wp-content/uploads/2021/12/Dividend-Distribution-Policy.pdf.

The Company currently has no unclaimed dividends that need to be transferred to the Investor Education and Protection Fund (IEPF), since the Company started declaring dividend from the year 2019-20.

During the year under review the Company has not transferred any amount from Retained Earning to General Reserves.

During the year, the paid-up Equity Share Capital of the Company increased from 1,47,40,67,780/- (14,74,06,778 Equity Shares of 10/- each) to 1,47,81,42,780/- (14,78,14,278 Equity Shares of 10/- each). The increase in share capital was on account of the issue and allotment of fresh 4,07,500 equity shares of face value of 10/ each, arising out of exercise of equivalent number of stock options by eligible employees of the Company under "SDCCL Employee Stock Option Plan 2019" ("ESOP Plan"). The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors of the Company, other than under ESOP Plan.

No disclosures are required under Section 67(3)(C) of the Companies Act, 2013 ("Act") in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Over the years, your Company has consistently been making substantial tax contributions, and we are pleased to inform you that your Company has paid 23,221.99 Lakhs as taxes, duties, royalty etc., to both the State and the Central Government during the financial year 2024-25.

As of 31^st March, 2025, the Company has a Wholly-Owned Subsidiary ("Subsidiary") Company viz. SDCCL Logistics Limited (CIN: U63000GJ2020PLC115066).

Presently, the Company does not have any material subsidiary. The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the Listing Regulations, can be accessed on the Company's website at https://. digvijaycement.com/policies/.

Pursuant to the Power Purchase Agreement and Share Purchase Agreement executed between Shree Digvijay Cement Company Limited ("SDCCL") and CGE Shree Digvijay Cement Green Energy Private Limited ("CGESDC") for supply of wind and solar energy (hybrid power) for a contracted capacity of 8.10 MW ("Project"), SDCCL has on 18^th May, 2023, acquired 27% equity stake in CGESDC (a part of Continuum Green Energy group's portfolio of renewable energy project). This 27% equity shareholding comprises 79,90,000 Equity Shares of Face Value of 10/- each at par and for consideration of 7.99 Crores.

CGESDC is a subsidiary of Continuum Green Energy Limited ("Continuum"). However, by virtue of holding 27% equity in CGESDC, pursuant to Section 2(6) of the Companies Act, 2013, CGESDC is treated as an associate of the Company. Further, CGESDC became a related party of the Company under the Act and the acquisition of equity shares of CGESDC and other transactions between the Company and CGESDC is at arm's length and in the ordinary course of business.

Pursuant to Power Purchase Agreement ("PPA") executed between SDCCL and CGESDC, the Project was scheduled to be fully commissioned from the Scheduled Commencement Date i.e. 6^th January, 2023. However, due to delay, fundamental breaches and negligence on the part of Continuum (Promoter Company of CGESDC), the Project was partly commissioned on 19^th June, 2023 and fully commissioned only on 24^th January, 2025. As per PPA, CGESDC and Continuum were obligated to compensate the Company for delayed commissioning and supply of electricity as per PPA.

In this regard, as of 31^st March, 2025, your Company has asserted a claim of 21,16,56,080 (Rupees Twenty-One Crore Sixteen Lakhs Fifty-Six Thousand Eighty) by issuing debit notes to CGESDC for non-supply or short supply of power, in accordance with the PPA. According to the stipulations of the PPA, CGESDC is obligated to compensate for the non-supply or short supply of power by granting credit in the immediate next invoices raised by CGESDC.

On the other hand, CGESDC has issued invoices for the power supplied and the Company has recorded a liability of

8,75,71,083 (Rupees Eight Crores Seventy-Five Lakhs Seventy-OneThousandEighty-Three)ason31^stMarch,2025.Theinvoices issued by CGESDC were disputed by the Company.

The Company had proposed resolving this dispute amicably and also sent its proposal in this regard to CGESDC / Continuum, but the proposal has not been fruitful. To resolve the dispute between the parties, the Arbitral Tribunal has been constituted pursuant to the Order of the Hon'ble Gujarat High Court dated 25^th April, 2025. Further as per this Order of the Hon'ble High Court of Gujarat and to prove bonafide, the Company has deposited

9 crores (Rupees Nine Crores) before the Hon'ble High Court towards past dues claimed by CGE for supply of electricity. The said deposits made as per the direction of Hon'ble High Court shall be subject to the outcome of the proceedings before the Arbitral Tribunal.

The consolidated financial statements of the Company and its Subsidiary for the Financial Year 2024-25 are prepared in compliance with the Section 129(3) read with Schedule III of the Act and Rules made thereunder, including Indian Accounting

Standards (IND AS) specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors' Report thereon forms part of the Annual Report. Pursuant to Section 129(3) of the Act read with the rules made there under, a statement containing salient features of the Financial Statements of the Associate is disclosed in Form AOC - 1 in this Annual Report.

The Financial Statements of the Subsidiary company are available for inspection by the Members at the Registered

Office of the Company pursuant to the

136 of the Act. The Company shall provide, free of cost, a copy of the Financial Statements of its Subsidiary company to the Members upon their request. The statements are also available on the website of the Company and can be accessed at . digvijaycement.com under the ‘Investors' section.

We understand the importance of maintaining a healthy balance between liquidity and earning sufficient returns. Liquidity is crucial for us to be flexible and prepared to meet any unexpected strategic and business challenges and opportunities that may arise.

As on 31^st March, 2025, cash and cash equivalents stand at

4,877.83 lakhs, excluding fixed deposits of 8,558.95 lakhs increase for more than three months. This is a significant compared to 1,293.11 lakhs last year, excluding fixed deposits of 10,033.29 lakhs for more than three months.

Total cash and bank balance has risen to 13,436.78 lakhs from

11,326.40 lakhs in the previous year.

The Company has availed rupee term loan for a limit upto

150 crores from our banker for partly funding the new grinding unit project, the total project cost of which is estimated at approx. 250 crores. As on 31^st March, 2025, the Company has drawn 110 crores from the sanctioned loan amount to support the progress of this project.

CRISIL has confirmed our credit ratings for the total bank loan facility of 150 crores, with a long-term rating of CRISIL A/ Negative and a short-term rating of CRISIL A1.

The Company is having strong working capital management processes. Our well-structured procedures enable us to continuously track and oversee receivables, payables, inventories, and other factors, ensuring smooth financial operations.

As required under the applicable provisions of the Act and Listing Regulations, a Cash Flow Statement is attached to the Balance Sheet.

Your Company has neither accepted any deposits during the year under the report nor did any deposits remain unpaid or unclaimed at the end of the year.

Your Company has neither given any loan or guarantee nor has made any investment, except Investment in its Subsidiary as appearing under Note no. 5 of this report, during the year under report attracting the provisions of Section 186 of the Act.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

(a) in preparation of Annual Accounts for the financial year ended 31^st March, 2025, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures; (b) that such accounting policies as mentioned in the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March,

2025 and the profit of the Company for the year ended on that date;

(c) that 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 the Company and for preventing and detecting fraud and other irregularities; (d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the

Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and (f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

The Board has on the recommendation of the Nomination

& Remuneration Committee, framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management, and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the Company at https://.digvijaycement.com/ policies/.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company.

Directors are appointed/re-appointed with the approval of the Members for a term in accordance with the provisions of the Act and the Articles of Association of the Company. The appointment of CEO and Managing Director is generally for a period of five year. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One-third of the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

Further details on the election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

Pursuant to the provisions of Section 197 and other applicable provisions, the Members of the Company at 76^th Annual General Meeting held 18^th June, 2021 approved the payment of commission to the Directors of the Company who are neither in the whole-time employment nor managing director(s) of the

Company subject to a limit up to 0.50% of net profits for each financial year in addition to sitting fee for attending the meetings of the Board and Committees of the Board for a period of 5 years effective from 1^st April, 2020 and such commission being divisible amongst the eligible Directors in such proportion, to such category and in such manner as may be decided by the Board. Further, the Company has now proposed to continue payment of remuneration by way of commission to Non-executive Directors w.e.f. financial year 1 ^st April, 2025 for a period of 5 years in addition to sitting fee for attending the meetings of the Board and Committees of the Board subject to Shareholders' approval at this AGM. Non-executive Directors do not take any sitting fee for attending such meetings.

Details of contracts/arrangement with the Related Parties appear under Note no. 37b and form part of this report. All related party transactions that were entered into during the year under report were at arm's length basis and were in the ordinary related course of business. There were no materially significant party transactions which could have potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as well as before the Board, wherever required, for their approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The Company's management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm's Length Basis without any compromise.

The Company has not entered into any transaction with any person or entity belonging to the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 (Annexure A) in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no material changes and commitments in terms of

Section 134(3)(l) of the Act, affecting the financialposition of the Company between the end of the financial year of the Company as on 31^st March, 2025 and the date of this report i.e. 28^th April, 2025.

It has been the Company's endeavor to focus on energy conservation and efficiency measures and accordingly were undertaken in various areas of cement manufacturing during the year.

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134(3)(m) of the Act is annexed hereto as Annexure B and form part of this report.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto as Annexure C. In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours (up to the date of ensuing Annual General Meeting) at the

Registered Office of the Company, and the Report & Accounts are being sent to all the Members of the Company, excluding the aforesaid particulars of employees. Alternatively, any Member, who is interested in obtaining these details, may also write to the Company Secretary at the Registered Office of the Company or to email id at investors.sdccl@digvijaycement.com.

Pursuant to approval of Shareholders at the Annual General Meeting held on 5^th August, 2019 and in accordance with SEBI

(Share Based Employee Benefits) Regulations, 2014 ("SBEB

Regulations"), the Nomination and Remuneration Committee of the Board has, during the financial year 2019-20 granted

70,60,000 options at an exercise price of 16/- per option to eligible employees of the Company, as per the terms and conditions mentioned in SDCCL Employee Stock Option Plan 2019 ("ESOP Plan"). Out of the total options granted, 2,20,000 (Two Lakh Twenty Thousand) options got vested during the year. On exercise of rights by eligible employees, 4,07,500 underlying Equity Shares of 10/- each were allotted to them during the year in accordance with the ESOP Plan.

The certificate of the auditors regarding the implementation of the scheme being in accordance with SBEB Regulations and in accordance with the resolution of the Company in the general meeting would be placed at the Annual General Meeting (AGM) or posted electronically for the inspection of the member. Applicable disclosure as stipulated under SBEB regulation and Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on 31^st March, 2025 with regard to ESOP Plan is provided at Annexure D to this report.

Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender, and ethnicity. The Company has organized a series of sensitization and awareness campaigns, to help create an open mind and culture to leverage on the differences. On and around International Women's Day, the Company has organized various program to role sensitize employees and locals, inter alia, on significant that women played in digitization and other activities of the Company. It has been the Company's endeavour to focus on women empowerment.

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment and that there are no complaints pending at the end of the year. The Company has complied with all the applicable provisions of the said Act.

The Company's plants, properties, equipment, and stocks are adequately insured against all major risks including loss on accountofbusinessinterruptioncausedduetopropertydamage.

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company has developed and implemented a Risk Management Policy that also includes the process for identifying, minimizing and mitigating risks which is periodically reviewed by the Risk Management Committee, Audit Committee, and the Board of Directors.

They also review Risk Management procedures measures from time to time, to ensure that executive management controls risk through a properly defined framework. The major risks in critical areas have been identified by the Company and its mitigation process/measures have been formulated accordingly.

Your Company aims to remain essential to society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is the responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The Company was the firstindustrial unit in the region, who started providing free drinking water and free medical amenities to nearby villagers, whosoever residing in the radius of more than 15 KMs around Company's business locations.

Our continually rising CSR spending on carefully crafted CSR programmes that consider the needs of our communities have helped us win their hearts and made them a part of Digvijay family. Key thematic areas of Digvijay's CSR activities include Healthcare, Hygiene & Sanitation, Promotion of Education and Women empowerment, Rural and Community infrastructure development, Water Conservation & Environmental protection, including employment creation initiatives and sustainable livelihood, promotion of sports and contribution for other social cause. The details of such initiatives, CSR spend etc., have been provided as Annexure E to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

TheCompanyhassixdirectorsonitsBoard.Detailedcomposition about the Board is disclosed in Corporate Governance Report. All Directors have submitted relevant declarations / disclosures as required under the Act and Listing Regulations.

1. Mr. Anil Singhvi (DIN: 00239589)- Executive Chairman : Mr. Singhvi retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of your Company and being eligible, has offered himself for re-appointment as the Director.

2. Mr. Satish Kulkarni (DIN:08741350) - Non-Executive Independent Director: Mr. Kulkarni was appointed as an Independent Director at the 75^th Annual General Meeting held on 30^th June, 2020 for a period of 5 years with effect from 2^nd June, 2020 and up to the date of Annual General Meeting in the year 2025. The Board has at their meeting held on 28^th April, 2025 re-appointed Mr. Satish Kulkarni (DIN: 08741350) as an Independent Director in the category of Non-Executive Independent with effect from 2^nd June, 2025.

The Board recommends re-appointment of Mr. Satish Kulkarni as Non-Executive Independent Director of the Company for a second term of five (5) consecutive years with effect from 2^nd June, 2025.

As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial standards, brief resume and other details of the above-mentioned Director getting appointed & reappointed, are attached to the Notice of the ensuing AGM. None of the Directors proposed for appointment / reappointment at the ensuing AGM is disqualified from being appointed /reappointed as Directors under the provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI, or any other statutory authorities.

Our definition of ‘independence' of Directors is derived from

Regulation 16(b) of SEBI Listing Regulations and Section

149(6) of the Companies Act, 2013. Based on the confirmation

/ disclosures received from the Directors and on evaluation of the independence of directors during the Board evaluation process and assessing veracity of disclosures, the following Non-Executive Directors are Independent.

All the Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations.

In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the Listing Regulations and are independent of the Management. All the Independent Directors of the Company have complied with the provisions of sub-rule (1) and (2) of Rule

6 of the Companies (Appointment and Qualification of Directors)

Rules, 2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors' Database. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required to fulfill their duties as Independent Directors. a) Mr. Mahesh Gupta b) Mr. Satish Kulkarni c) Ms. Mitu Samarnath Jha

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Rules made thereunder and Listing Regulations and are independent of the management. Independent Directors are persons of high integrity. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields strategy, business management, accounts & finance, auditing, tax and risk advisory services, legal, HR, IT, sales & marketing, logistics, people management, branding, infrastructure, technical, banking, insurance, financial services, investments, mining & mineral industries both in cement & other sectors and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA').

Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies

(Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, wherever required, Independent Directors of the Company have undertaken to complete online proficiency self-assessment test conducted by the said Institute.

As required under Section 2(51) and Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are the Key Managerial Personnel of your Company:

Mr. R. Krishnakumar, Chief Executive Officer & Managing

Director

Mr. Vikas Kumar, Chief Financial Officer

Mr. Suresh Meher, Vice President (Legal & HR) & Company

Secretary

There were no changes in Key Managerial Personnel during the year 2024-2025.

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

In terms of Policy on Evaluation of Performance of Directors and the Board, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees and other committees of Board as mandated under the Act and Listing Regulations. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. of

In accordance with the Listing Regulations, a certificate has been received from M/s Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure F.

The Company has over the years been fortunate to have eminent people from diverse fields to serve as Directors on its Board.

Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age, and culture. The Policy on diversity is available on the Company's website .digvijaycement.com.

As per the requirements of Regulation 25(10) of the SEBI Listing

Regulations, the Company has taken Directors and Officers

Insurance (‘D&O') Policy for all its Directors and members of the Senior Management.

Meetings of the Board and its Committees are held as per statutory requirements and as per business needs. A calendar of meetings is circulated in advance to the Directors to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board and Committees have also been approving several proposals by circulation from time to time.

During the year, four Board Meetings were convened and held on 27^th April, 2024, 19^th July, 2024, 13^th November, 2024 and 24^th January, 2025, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards-1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

The Company has the following six (6) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders' Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Committee of Directors for routine matters

The Audit Committee comprises of three members, with the majority of Independent Directors The Chairman of the Committee is an Independent Director. The Committee met four times during the year.

The Company has a Nomination and Remuneration Committee comprising of three members, all members of which are Non-Executive Directors and two-thirds of the members are Independent Directors. The Committee met once during the year.

The Risk Management Committee comprises of three members, with the majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice during the year.

The Stakeholders' Relationship Committee of Directors comprises of three members, with the majority of Non-Executive Directors. The Chairman of the Committee is an Independent Director. The Committee met once during the year.

The CSR Committee comprises of four members. The Chairman of the Committee is an Independent Director. The Committee met once during the year.

More details about all the Committees of the Board, including details of the role and responsibilities of Committees, the particulars of meetings held and attendance of the Members at such meetings are stated in the Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of the Act and the Rules made thereunder, M/s. BSR and Co. (BSR), Chartered Accountants, Mumbai (ICAI Firm Registration Number 128510W) from BSR

& Affiliates network, were re-appointed as Statutory Auditor of the Company for a second term of five (5) consecutive years from the conclusion of the 78^th Annual General Meeting held on 28^th June, 2023 to hold office from the conclusion of the said

Meeting till the conclusion of the 83^rd Annual General Meeting to be held in 2028.

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

Pursuant to Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year 2024-25. The Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration No. 00025), as the Cost Auditors of the Company for the financial year 2025-26. The Cost Audit Report for the financial year ended 31 st March, 2024 was filed with the Central Government on 14^th August, 2024 vide SRN No. F97436117.

Further, the Board of Directors has fixed the remuneration of

M/s Kiran J. Mehta for conducting Cost Audit of the FY 2024-25, subject to ratification by the shareholders at the ensuing AGM of the Company. M/s Kiran J. Mehta & Co. have confirmed that their appointment is within the limits of Section 139 of the Act and free from any disqualifications have alsocertified specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company.

An Ordinary Resolution for the ratification of remuneration of

Cost Auditors for FY 2025-26 is included in the Notice convening 80^th Annual General Meeting for approval by the Members.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Manoj Hurkat and Associates, Company Secretaries (Firm Registration No. P2011GJ025800) to undertake the Secretarial Audit of the Company for Financial Year ended 31^st March, 2025. The

Secretarial Audit Report for the financial year ended 31^st March, 2025, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, is appended as Annexure-G to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with SEBI (LODR) (Third Amendment) Regulations, 2024 the Board has recommended to appoint M/s Manoj Hurkat and Associates, Company Secretaries (Firm Registration No. P2011GJ025800) Company Secretaries as the Secretarial Auditors of the Company for the term of 5 (five) years i.e. from Financial Year 1^st April, 2025 to 31^st March, 2030.

M/s. Manoj Hurkat and Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and

SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

In terms of provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark.

Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

The Board of Directors, on the recommendation of the Audit Committee, re-appointed M/s B. S. R. and Co., Chartered Accountants, to carry out the Tax Audit for the Assessment Year 2025-26.

M/s. RSM Astute Consulting (RSM) has been the Internal Auditors of the Company for the year under review. The Audit

Committee of the Board reviews the audit findings of RSM and the remedial measures taken by the Company. The Board of Directors, based on the recommendation of the Audit Committee, re-appointed RSM to carry out the Internal Audit of the Company for the Financial Year 2025-26.

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The

Company has adequate internal financial control, which is constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of external and Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthens the controls. The scope, functioning, periodicity, and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company had, in all material respects, an adequate internal financial controls system with respect to its financial statements for the year ended 31^st March, 2025, and that are operating effectively. More details on internal financial controls form part of the Management Discussion and Analysis Report.

In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31^st July, 2018, the extract of annual return is no longer required to be part of the Board Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year ended 31^st March, 2025 and other policies of the Company is placed on the Company's website at .digvijaycement.com.

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company's business operations, performance, and reputation, your Company has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistleblower Policy, in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and posted on the website of the Company at .digvijaycement.com.

In addition to above policy, Company has in place the Code of Conduct ("Code"), Ethics, Anti-Corruption policy and other critical compliance policies which are laid down based on the Company's values, beliefs, principles of ethics, integrity, transparency, and applicable laws. Your Company has zero tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

To create awareness about the Company's commitment to conduct business professionally, fairly, and free from bribery and corruption, regular training and awareness programs and workshops is conducted for all employees (both direct and indirect) across the organization.

More details about the Code are given in the Corporate Governance Report.

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading ("Insider Code") as approved by the Company's Board. Any Insiders

(as defined in Insider Code) including designated employees

& persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "Unpublished Price Sensitive Information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing in Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms a part of this Annual Report.

The Corporate Governance Report forms an integral part of this Report, as annexed hereto as Annexure H, together with the

Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the Listing Regulations.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format as annexed to this report as Annexure-I and also available on the Company's website: https://.digvijaycement.com/.

As per SEBI norms, all requests for transfer of securities including transmission and transposition requests shall be processed only in demat form. The procedure to dematerialize shares is available at .digvijaycement.com. Further vide circular date 24^th January, 2022, SEBI has notified that request for duplicate issuance, splitting and consolidation requests too will be processed in a demat mode only. The necessary forms are available on the Company's website .digvijaycement. com.

The Company's equity shares are listed on the BSE Limited and National Stock Exchange of India Limited.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

At Digvijay, we continuously invest in the development and improvement of our operations to achieve the world best. Your

Company received several awards and recognitions during the year 2024-25.

Key recognitions among them are reflected through the following awards conferred on the Company:? Greentech Pollution Control Waste Management & Recycling Award 2024 for outstanding achievements in Recycling Technology & Process Innovation;? Greentech Global Environment, Health & Safety Award 2024 for outstanding achievements in EHS Best Practices;? Apex India Occupational Health & Safety Award 2024 in Platinum Category.

? Indian Cement Review Award 2024-25 for being the second fastest Cement Company in small category.

True North Fund VI LLP is the "Promoter" of the Company. During the year, there has not been any change in the number of shares held by Promoter. As at the end of the Financial Year 2024-25, the Promoter and the Holding entity continue to hold 8,08,25,928 fully paid-up equity shares.

Your people are your greatest resource. The Company has a structured induction process at all its locations. Your Company has a performance appraisal system for senior employees and junior management staff. HR dept is effectively involved in nurturing, enhancing and retaining talent through job satisfaction, management development program etc. Your Company encourages and provides regular training to employees to improve their skills. In-house newsletters provide a forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section form and material orders were passed part of Management Discussion and Analysis Report.

The Company continues to accord high priority to the health and safety of employees at all locations. During the year under review, the Company conducted safety training programs for increasing disaster preparedness and awareness amongst all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with the aim to imbibe safety awareness among all the employees (both direct and indirect) at the Company's business locations.

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

Section 134(3) of the Companies Act, 2013 requires the Board's Report to include several additional contents and disclosures compared to the earlier law. Most of them have accordingly been made in the Corporate Governance Report at appropriate places that forms an integral part of this Report.

No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as there were no transactions during the year under review:

• Details relating to deposits covered under Chapter V of the Companies Act, 2013.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Managing Director of the Company does not receive any remuneration or commission from its subsidiary company.

Further your directors state that no disclosure or reporting is required in respect of the following items as either there were no transactions on these items, or these items are not applicable to the Company during the year under review:

1) No company has ceased to be Subsidiary, Associate, or joint venture of the Company during the year under review. by the 2) No significant regulators or courts or tribunals which impact the going concern status and Company's operations in future.

3) No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

4) During the year under review, no revision was made in the previous financial statement of the Company, except as otherwise required under applicable laws.

5) There are no proceedings pending against the company under the Insolvency and Bankruptcy Code, 2016.

6) There was no instance of one-time settlement with any bank or Financial Institution.

We believe in sustainable development. We regard social, economic, and environmental responsibility as an integral element of our business.

Your Company is an ISO 14001:2015 Environment Management

System Certified and adheres to ISO 45001 standards of

Safety and Occupational Health. Company gives top priority to health and safety of its employees (both direct & indirect) at its workplaces not only to avoid work related injuries and fatalities, but they are essential to effective business performance. With this approach, the Company switched over from OHSAS to the latest version of ISO 45001:2018 on Occupational Health and Safety Management Systems.

Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board's certified auditors and Environmental

System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plants, colonies, and surrounding areas provide a lush green cover and reflect our respect for the environment.

Your directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company. Your directors wish to place on record their appreciation for the support and guidance provided by its Parent Company/ Promoter.