The Ramco Cements Ltd

Your Directors have pleasure in presenting their 67th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2025.

Capital and Debt Structure

The paid-up capital of the Company is Rs.23,62,92,380/- consisting of 23,62,92,380 shares of Rs. 1/- each. There has been no change in the Capital Structure of the Company during the year under review.

The Company does not have any Scheme for issue of sweat equity to the employees or Directors of the Company.

The details of Employees Stock Option Schemes (ESOS) are provided in this Report.

The Company has not issued any Secured Redeemable Non-Convertible Debentures during the year under review.

Dividend

Your Directors have pleasure in recommending a dividend of Rs.2/- per share [PY: Rs.2.50 per share] on the equity capital of the Company. This would entail an outflow of Rs.47.31 crores with a pay-out ratio of 17.35% of Company?s consolidated post tax profit. As per the Dividend Distribution Policy of the Company, the Company should strive to distribute at least 10% of consolidated post-tax profit as dividend.

The payment of dividend is in accordance with the "Dividend Distribution Policy" of the Company. The Policy is available on the website of the Company under the weblink: https:// www.ramcocements.in/investors/codes-and-policies The Dividend Distribution Policy forms part of this Report.

Transfer to General Reserves

After appropriations, a sum of Rs.200 crores has been kept as retained earnings of the Company and a sum of Rs.349.94 crores has been transferred to General Reserve. As on 31-03-2025, the General Reserve stands at Rs.7,237.26 crores.

Taxation

The Company does not have current tax liability for the year ended 31-03-2025 as against Rs.45.74 crores during the previous year [out of Rs.45.74 crores in FY24, Rs.2.96 crores was recognised in OCI].

Current tax adjustments of earlier years are Rs.0.28 crores as against tax credit of Rs.1.86 crores during the previous year.

The deferred tax expense for the year is Rs.48.19 crores (PY: Rs.104.88 crores), out of which, deferred tax of Rs.(2.80) crores is recognised in OCI [PY: Rs.(5.65) crores].

Deferred tax credit adjustments pertaining to earlier years, for the year ended 31-03-2025 is Rs.2.70 crores [PY: Rs.2.96 crores]. Out of this, deferred tax charge pertaining to earlier years of Rs.0.22 crores [PY: Nil], is recognised in OCI.

Indian economy

India?s economic landscape in FY25 continues to demonstrate notable resilience amid persistent global uncertainties. According to the Second Advance Estimates released by the National Statistical Office (NSO), real GDP is projected to grow by 6.5% in FY 2024-25, reflecting a moderation from the robust 9.2% expansion recorded in FY 2023-24. This deceleration is primarily attributed to subdued external demand and ongoing global supply chain challenges, coupled with inflationary pressures in key sectors such as food and energy.

However, the domestic economy remains well-supported by increased government capital expenditure, strong investment in core infrastructure, and a steady push for industrial growth factors that are particularly encouraging for sectors such as cement and construction. These efforts are further reinforced by improved credit flow to businesses, supportive policy measures, and a focus on fiscal prudence.

Looking ahead, India is expected to sustain a healthy growth trajectory, with real GDP growth in FY 2025-26 anticipated to remain in the range of 6.5%–6.6%, positioning the country firmly among the fastest-growing major economies, even amid an uncertain global backdrop.

Cement industry

India remains the second-largest cement producer globally, accounting for approximately 10% of the world?s total installed capacity. As of FY25, the country?s cement capacity estimated at ~670 million tonnes per annum (MTPA), with ~40 MTPA added during the year.

Cement demand in India continued its upward trajectory, growing by ~9.3% YoY in FY24, underpinned by robust infrastructure activity and housing demand. However, the first half of FY25 witnessed a temporary moderation in demand momentum due to factors such as election-related construction slowdown, intense heatwaves, seasonal monsoons, and labour unavailability. The second half of FY25 witnessed a strong rebound, supported by heightened infrastructure investments and a revival in construction activity.

The sector?s growth remains volume-led, anchored by government-led infrastructure development, private capital expenditure, and housing expansion.

Key growth drivers:

Housing Growth: The government?s push under the Pradhan Mantri Awas Yojana (PMAY) – both urban and rural – remains a pivotal demand driver. FY25 allocations have risen significantly, with a 70% increase to Rs.54,500 crores for PMAY (Gramin) and an 18% increase to Rs.26,170 crores for PMAY (Urban). The announcement of an additional 2 crore houses over five years, atop the 2.6 crore already completed, is expected to sustain housing demand, especially in semi-urban and rural areas.

Infrastructure Investments: Allocations of Rs.2.5 lakh crores to Railways and Rs.2.78 lakh crores to the Ministry of Road Transport and Highways for FY25 reinforce the infrastructure thrust. The National Infrastructure Pipeline (NIP), with total projected investments revised from Rs.111 lakh crores to Rs.160 lakh crores, for the period 2020-2021 to 2024-2025, continues to focus on sectors like roads, railways, affordable housing, renewables, and irrigation.

Mega Projects: Execution under marquee initiatives like Bharatmala (targeting 60,000 km of roads) and Metro expansion (945 km operational, 919 km under construction across 26 cities) will further support cement demand in the coming years.

Real Estate Momentum: The residential real estate sector saw record sales in 2023, with 4.1 lakh units sold-up 33% YoY-on the back of favourable homeownership sentiment, stable interest rates, and a strong economic outlook. This trend is expected to persist through FY25, with the real estate sector projected to contribute ~13% to GDP by 2025 and expand to ~15.5% by 2047.

Commercial and Hospitality Segments: Increasing traction in commercial real estate, retail, warehousing, and hospitality-particularly in Tier-II cities-continues to create additional avenues for cement consumption.

India?s per capita cement consumption, at ~280 kg, remains significantly lower than the global average of 500–550 kg, indicating a large headroom for growth. The favourable demographic dividend-with the working-age population share peaking by 2030-combined with the structural shift from renting to homeownership, further supports long-term sectoral growth.

Cement Division

The Division has sold 181.74 lakh tons of cement during the year compared to 180.89 lakh tons in the previous year, registering a marginal increase. The revenue including scrap sales and other operating income from this division for the year is Rs.8,275.43 crores (net of applicable taxes) compared to Rs.9,140.69 crores (net of applicable taxes) during the previous year, showing a decrease of 9%.

Out of the above, the Company?s cement exports accounts for 0.51 lakh tons for a value of Rs.26.46 crores as against 0.99 lakh tons for a value of Rs.51.23 crores during the previous year.

Construction Chemicals Division

In line with the Company?s ethos of "Right Products for Right Applications", the division has wide range of products for plastering including self-curing plaster, tile fixing, block fixing, water proofing product, bonding agents, etc. Further, the Company?s MACE Division is focussing on educating the users for scientific application of these products.

The Division has sold 3.26 lakh tons of products accounting for a revenue of Rs.210.06 crores (net of applicable taxes) during the year as against 3.07 lakh tons of products accounting for a revenue of Rs.194.37 crores (net of applicable taxes) during the previous year. Out of the above, the Company?s exports accounted for 650 tons for a value of Rs.0.37 crores as against 89 tons for a value of Rs.0.10 crores during the previous year.

Ready Mix Concrete Division

The Division has sold 17,915 cu.m. of concrete during the year, accounting for a revenue of Rs.9.61 crores (net of applicable taxes) compared to 21,914 cu.m. of concrete accounting for a revenue of Rs.12.03 crores (net of applicable taxes) during the previous year. The operations of the Ready Mix Concrete Division had been discontinued and cease to exist.

GREEN POWER a. Wind Farm Division

The Division has generated 2,164 lakh units as compared to 2,117 lakh units in the previous year. Out of this, 2,096 lakh units were generated from the wind farms in Tamil Nadu and another 68 lakh units from the wind farms in Karnataka. The entire 2,096 lakh units generated in Tamil Nadu, were adjusted against the power consumed in the Tamil Nadu plants.

From June 2023, the existing energy purchase agreements have been converted into energy wheeling agreements, for the purpose of captive consumption. Including previous balances, a sum of Rs.32.52 crores was outstanding from TANGEDCO as on 31st March 2025.

The 68 lakh units generated during the year under review in Karnataka have been banked with Bangalore Electricity Supply Company Limited (BESCOM) and the same have been adjusted during the year. Further, 77 lakh units generated in the year 2021-22, remain unbilled.

b. Waste Heat Recovery System (WHRS)

The Company continues to lay emphasis on having lesser carbon footprint. In this connection, during the year under review, the Company has expanded its WHRS capacity from 43.15 MW to 45.15 MW.

Sale of Non-Core Assets

The Company had identified certain non-core assets in the form of lands and financial assets for monetisation. These assets were acquired by the Company over a period of time and are found to be no more in need and disposal of such assets and generation of cash thereof, would reduce the Company?s borrowings and result in saving of interest cost.

Accordingly, during the year under review, the Company has liquidated assets as per the following details:

The Company has targeted a generation of about Rs.1,000 crores by way of sale of non-core assets, out of which 459.79 crores has already been achieved. We expect to complete the remaining process during the year 2025-26.

Other Income

Other income during the year was Rs.44.00 crores compared to Rs.42.34 crores in 2023-24.

Net Revenue

The total sales for the cement and construction chemicals division is 185 lakh tons as against 183.96 lakh tons showing a marginal increase. However, the net revenue for the company for year under review had declined to Rs.8,539.10 crores (net of applicable taxes) compared to Rs.9,392.17 crores (net of applicable taxes) during the previous year.

Power Plants

During the year under review, the Company has commissioned a thermal power plant of 18 MW capacity at Kolimigundla Plant. With this, the aggregate capacity of the thermal power plants has increased from 175 MW to 193 MW.

The thermal power plants act as source for captive power for the Company, and the power generated from the thermal power plantsareusedforcaptiveconsumptionincementmanufacturing.

Progress on Expansion

The Company continued to make steady progress on its ongoing expansion initiatives, with focused capital deployment aimed at enhancing capacity, improving efficiency, and strengthening its long-term competitiveness.

Kolimigundla

At the Board?s Report for the year ended 31st March 2024, it was informed that the railway siding would be commissioned in

2024-25. The Company had installed additional siding line from the main line, to enable flexibility in the operation. Also, as per the local requirements, additional bridges, underpasses and culverts had been constructed. Because of the above, there had been a delay in completion of the project and is expected to be commissioned during 2025-26.

Establishment of Line II

It was informed in the Board?s Report for the year ended 31st March 2024 that it was proposed to establish Line II at Kolimigundla. The second line will have the following capacities:

Out of the above, the cement mill is scheduled to be commissioned in June 2025 and the rest of the project would be commissioned in 2026-27. The clinkerisation capacity of the Line I will be able to meet the requirement of clinker for the Line II cement grinding.

Construction Chemical Division

The Company has established plants at Sriperumbudur, Salem and Ramasamy Raja Nagar to produce construction chemical products. During the year under review the Company had commissioned its fourth plant at Jayanthipuram. The fifth plant at Haridaspur is expected to be commissioned during 2025-26. The Company?s focus on specialised construction chemical products has started yielding results and the products are getting accepted in the market.

De-bottlenecking initiatives

During the year under review, the Company had a close look at the production process and carried out de-bottlenecking at Kolumigundla Cement Plant and Valapady Grinding Unit. Because of this, the cement manufacturing capacity had increased by 0.90 MTPA and 0.40 MTPA at Kolumigundla and Valapady respectively.

Cement Plant at Bommanalli

In the Board?s Report for the year ended 31st March 2024, it was informed that the Company was declared as Preferred Bidder, for the Bommanalli Limestone Block in Kalaburagi District, Karnataka. The Company has now become the Successful Bidder. We have acquired 878.63 acres of limestone bearing lands and 83.80 acres of factory land at a cost of Rs.239.24 crores. Further acquisitions are under progress.

During the year under review, the Company had incurred Rs.1,024.01 crores towards capital expenditure.

Analysis of the Statement of Profit and Loss - Separate Financial Statement

The summary of key components of the Statement of Profit and Loss for the financial year 2024-25 is detailed below:

Revenue

Cement sale volume including construction chemicals, increased marginally by 1% to 18.5 Mn T from the previous year?s 18.4 Mn T, during FY25. Volume growth affected due to 10% drop in the average net realizable sale price of cement in view of severe pressure on cement prices due to intense competition followed by M & A activities in South India. The share of premium products decreased to 26% in FY25 as against 28% in FY24. However, the Company continue to focus on the strategy of right cement for right applications with emphasis on strengthening the company?s brand in the market.

100% of the power generated from wind mills was captively consumed. Hence there is no revenue from wind power sale during the year.

Other Operating income witnessed a marginal decrease due to decrease in scrap sales whereas other income has shown a marginal increase due to increase in interest income.

Cost of materials consumed

Duringtheyear,thecostofmaterialsconsumedinFY25increased marginally by 1% compared to FY24. While the introduction of composite cement and improved clinker conversion ratio from 1.3x to 1.42x through process improvements in blended cement, contributed positively, these benefits were partially offset by inflationary pressures on raw materials such as fly ash, slag, gypsum, and other additives. Despite a 6% decline in clinker production, these measures helped the Company to contain the material cost increases and thus mitigated higher impact.

As a % of revenue, cost of materials consumed for the year under review accounted for 20.71 % in FY25 as against 18.58 % in FY24.

Change in inventories of finished goods / work-in-progress

The increase in inventories of finished goods / work-in-progress was mainly due to increase in process inventory including clinker.

Employee Benefits Expenses

The employee benefits expenses for the year remained flat. While the employee cost for other than directors was increased by 5% due to increments in annual salaries and a rise in head count from 3,647 as at 31st March 2024 to 3,767 as at 31st March 2025. This was offset by reduction in managing directors? remuneration, which was linked to profit. Further, the absorption of employee benefits expenses was better in view of improved operating leverage.

As a % of revenue, the employee cost for the year under review stood at 6.18% in FY25 as against 5.59% in FY24.

Transportation and Handling expenses

Transportation and Handling expenses for the year remained flat. The benefit of reduction in diesel price and lead distance by 2% and 20 KMs respectively in FY25 is offset by the effect of increased sale volume by 1% coupled with inflationary effect in handling charges at depots. The rail co-efficient in FY25 is 9% as against 8% during FY24.

As a % of revenue, transportation and handling expenses for the year under review remains at 22.86% in FY25 as against 20.80% in FY24.

Power and Fuel

During the year, power and fuel cost for FY25 have decreased by 19% compared to FY24 in view of lower fuel price compared previous year. The blended fuel consumption per ton of material have come down from $149 in FY24 to $127 in FY25. The decrease in clinker production by 6% contributed for reduction in power and fuel cost. The rupee depreciation by 2% during FY25 partially offset the benefit of fuel price reduction.

The Company uses both pet coke / coal for kiln operations depending upon cost per Kcal of the respective fuel. The blended fuel cost per Kcal for FY25 was Rs.1.53 as against Rs.1.75 during FY24. The pet coke usage was 63% in FY25 as against 52% in FY24, and coal usage was 35% in FY25 as against 42% in FY24.

The power generation from WHRS with a capacity of 45 MW has led to significant reduction in the overall power cost. During FY25, 100% of power generated from windmills were captively consumed as against 96% in FY24. The Company?s strategy of transition of wind power capacity from ‘Sale to Board? to ‘captive use? has helped to reduce the power cost besides reducing the carbon footprint significantly. During FY25, 41% (PY: 42%) of the total power requirements were met from captive thermal power plants, 23% (PY: 24%) from electricity grids and 36% (PY: 34%) from Green Power viz. wind power, and WHRS.

The power & fuel cost per ton of cement has decreased by Rs.266 per ton during the year. Power and fuel cost accounted for 24.33% of revenue in FY25 as against 27.20% in FY24.

Other expenses

Other expenses decreased by Rs.61.70 crores. The packing material expenses have increased by Rs.10.77 crores due to increase in polymer prices and increase in sales volume by 1%.

During the year, the Advertisement / sales promotion expenses have decreased by Rs.23.65 crores. Selling Agents? Commission and Other Selling Expenses have decreased by Rs.18.80 crores due to decrease in non-trade volume.

The company has made political contribution for Rs.3 crores in FY25 as against Rs.35 crores in FY24. The political contributions were made well within the limits specified under Companies Act, 2013. Apart from the above, the Company has contributed Rs.2 crores to Andhra Pradesh Chief Minister?s Relief Fund during the year. Further, the CSR expenditure has been reduced by Rs.4.28 crores in FY25, in view of reduced profit.

Other fixed expenses such as R & M, Rates & Taxes, Security charges and other administrative expenses increased by Rs.4.26 crores due to inflationary effects.

Other expenses accounted for 11.52% of the revenue in FY25 as against 11.13 % in FY24.

Depreciation & Amortisation

Depreciation and Amortisation have increased from Rs.635.87 crores in FY24 to Rs.691.18 crores in FY25. The reason for increase is due to depreciation arising out of commissioning of manufacturing facilities in the previous year.

Depreciation & Amortisation accounted for 8.09% of revenue in FY25 as against 6.77% in FY24.

Finance Costs

Finance costs have increased by 10% from Rs.415.53 crores in FY24 to Rs.458.76 crores in FY25 due to commissioning of manufacturing facilities in previous years. The effective rate of borrowings for FY25 stood at 7.90% as against 7.70% in FY24. The Net Debt as at 31st March 2025 has decreased from 4,821.58 crores in FY24 to Rs.4,481.30 crores in FY25. The Net Debt to EBITDA stood at 3.51 times in FY25 as against 3.02 times in FY24, in view of lower EBITDA on account pressure in cement prices.

The interest coverage ratio decreased from 3.14 times in FY24 to 3.04 times in FY25, due to increased interest commitments for FY25. The Gross interest on the borrowings for FY25 was Rs.530.98 crores as against Rs.493.77 crores in FY24. Out of which, Rs.72.22 crores (PY: Rs.78.24 crores) was capitalised as part of eligible qualifying assets.

Finance costs accounted for 5.37% of the revenue in FY25 as against 4.42% in FY24.

Tax Expenses

The overall effective tax rate has decreased from 27.70% in FY24 to 10.60% in FY25 mainly due to application of grandfathering provisions under Section 112A of Income Tax Act for the sale of listed equity investments.

Current tax charge and deferred tax credit relating to earlier years was Rs.0.28 crores and Rs.2.92 crores respectively.

Overall Tax expenses accounted for 0.57% of the revenue in FY25 as against 1.58% in FY24.

Other Comprehensive Income (OCI)

Other comprehensive income includes loss arising out of re-measurement of defined benefit plans, net of taxes amounting to Rs.6.62 crores, which is due to increase in salary escalation rate assumption and decrease in discount rate during the year.

Loss on sale of equity investment of Rs.2.26 crores and fair value loss recognition for the investments of Rs.0.10 crores along with net tax credit of Rs.0.36 crores, is recognised under OCI, during the year.

Exceptional Items

The Company has recognised profit on sale of investments of Rs.290.12 crores and profit on sale of surplus lands amounting to Rs.49.71 crores, aggregating to Rs.339.83 crores as Exceptional items during the year.

Profitability

EBITDA decreased by 20% from Rs.1,594.87 crores in FY24 to Rs.1,275.85 crores in FY25 due to severe pressure in cement sale prices. The average cement price for FY25 has decreased by 10%, when compared to FY24. The EBITDA margin for FY25 stood at 15% as against 17% in FY24. Blended EBITDA per ton for FY25 have decreased by 20% from Rs.867 per ton in FY24 to Rs.690 per ton in FY25.

Profit before exceptional items and tax for FY25 is Rs. 125.91 crores as against Rs.543.47 crores in FY24, with a de-growth of 77%. Profit after Tax (PAT) up by 6% from Rs.394.98 crores in FY24 to Rs.417.39 crores in FY25 due to exceptional items and tax savings on sale of listed equity investments upon application of grandfathering provisions under Section 112A of Income Tax Act. The PAT margin stood at 5% for FY25 as against 4% during FY24.

Analysis of the Balance Sheet – Separate Financial Statement

The summary of the financial position as at 31-03-2025 is detailed below:

Non-current Assets

Non-current assets have increased by Rs.219.55 crores due to the following reasons:

(a) The company incurred a capital expenditure of Rs.1,024.01 crores towards capacity expansion at Kolimigundla, acquisition of mining lands, WHRS Capacity expansion at RR Nagar and construction chemical plants besides regular capital expenditure. This is after considering non-cash adjustments viz. Depreciation and Amortisation of Rs.691.20 crores (including capitalisation of depreciation of Rs.0.02 crores), increase in capital payables of Rs.8.85 crores and other non-cash adjustments of Rs.3.10 crores. Besides the Company has derecognised the net carrying value of Rs.32.49 crores towards sale of assets during the year.

(b) The company has derecognised the carrying value of investments in equity shares of Associate, Ramco Industries Limited amounting to Rs.36.01 crores and investments in Swiggy Limited, which had the net carrying amount of Rs.50.31 crores, upon sale of such investments during the year.

The Company has also recognised fair value loss of Rs.1.65 crores during the year, through Other Comprehensive Income.

(c) The loans to subsidiaries have increased by Rs.3.35 crores and other loans such as loans to employees and service providers have decreased by Rs.2.68 crores due to loan repayments. The loans pertaining to subsidiaries carry interest on an arms-length basis.

(d) Other non-current financial assets have increased by Rs.6.49 crores mainly due to increase in deposits with electricity department.

(e) Other non-current assets decreased by Rs. 11.93 crores, mainlyduetorefundreceivedfromgovernmentdepartments following favourable orders from higher authorities in disputed case.

Current Assets

Current assets decreased during the year by Rs.13.80 crores due to the following reasons:

(a) Inventories increased by Rs.32.74 cores due to increase in raw materials, stores and spares, work in progress and finished goods and accordingly, the inventory turnover ratio increased from 36 days to 43 days.

(b) Trade receivable decreased by Rs.130.24 crores. However, there is an increase in the average collection period from 26 days in FY24 to 34 days in FY25, due to decrease in revenue by 9% during the year.

(c) Increase in cash and bank balances by Rs.72.20 crores.

(d) Increase in other current financial assets by Rs.4.71 crores due to increase in industrial promotion assistance receivable from Government of Andhra Pradesh.

(e) The Company has also paid advance tax, TDS and TCS amounting to Rs.20.16 crores during the year.

(f) There was a decrease in other current assets including short-term loans to the extent of Rs.13.37 crores due to decrease in claims with government departments, supplier advances and prepaid expenses.

Equity

(a) There is no change in the equity share capital during the year.

(b) The total comprehensive income for the year is Rs.408.77 crores. The Company has paid dividend for FY24 during FY25 amounting to Rs.59.13 crores. The Company?s return on net worth remained at 6% for FY25 after considering the exceptional items.

Non-current liabilities

(a) Long-term Borrowings have decreased by Rs.548.16 crores due to repayment of borrowings using the proceeds from sale of investments and surplus lands. The debt-equity ratio and net debt / EBITDA stood at 0.62 times and 3.51 times respectively as at 31st March 2025 as against 0.69 times and 3.02 times as at 31st March 2024. Return on capital employed is maintained at 7% after considering the exceptional items. The decrease in Debt-Service Coverage Ratio from 1.85 times in FY24 to 1.29 times in FY25 is due to decrease in EBITDA by 20% on account of constant pressure on cement prices compared to FY24.

(b) Deferred Tax Liabilities increased by Rs.45.49 crores due to recognition of temporary differences of Rs.48.19 crores primarily due to depreciation and tax credit adjustments pertaining to earlier years of Rs.2.70 crores.

(c) Provisions have increased by Rs.16.80 crores due to increase in provision for mines restoration obligation. Lease Liabilities have increased by Rs.2.61 crores due to recognition of right-of-use assets in respect of long term non-cancellable adjusted for lease payments and interest on liability.

(d) Other liabilities have decreased by Rs.2.43 crores due to recognition of grant income.

Current liabilities

(a) Short-term Borrowings other than current maturities of long-term borrowings decreased by Rs.64.81 crores.

(b) Current maturities of long-term borrowings increased by Rs.348.25 crores, which is due within one year as per repayment schedule.

(c) Security deposits from customers / Customer?s credit balance with customers have decreased by Rs.7.13 crores because of decrease in accruals of customer rebates available for adjustment in subsequent periods which was partially offset by increase in customer deposits.

(d) Trade payables decreased by Rs.56.07 crores; however, the average payable days has increased from 32 days in FY24 to 41 days in FY25 due to decrease in revenue by 9%.

(e) Increase in factoring liability by Rs.179.37 crores, being the amount directly remitted by the customers to the Company subsequent to factoring, is disclosed as other financial liabilities, which is payable to the bank on respective due dates as per the terms of factoring arrangement.

(f) Statutory liabilities decreased by Rs.59.44 crores due to decreased sale volume and drop in price in the month of March 2025 compared to the month of March 2024.

(g) Provisions increased by Rs.6.24 crores due increase in provision for compensated absences.

(h) Other liabilities decreased by Rs.4.61 crores due to decrease in current tax liabilities by Rs.3.83 crores and decrease in other liabilities by Rs.0.78 crores due to decrease in book overdraft, interest accrued but not due which is partially offset by increase in payable for capital goods suppliers, security deposits from service providers.

(g) Current ratio for the year stood at 1.05 times in FY25 as against 1.04 times in FY24.

Analysis of the Cash flows – Separate Financial Statement

The summary of the Cash flows for the year ended 31-03-2025 is given below:

Net cash flows from Operating Activities

Net cash flows from Operating activities decreased by Rs.484.99 crores due to decrease in EBITDA because of pressure on cement prices and working capital release.

Net cash flows used in Investing Activities

This largely covers the Capex incurred for integrated unit at Kolimigundla, construction chemical plants and acquisition of mining lease and lands, WHRS Plant at Ramasamy Raja Nagar and other general capex for an amount of Rs.1,024.01 crores, loan given to subsidiaries for an amount of Rs.5.32 crores which was partially offset by sale of investments net of its direct expenses for Rs.375.75 crores, sale of property, plant and equipment including surplus lands for Rs.82.80 crores and interest, dividend and lease rental receipts of Rs.25.59 crores.

Net cash flows from Financing Activities

Net cash flows from Financing Activities include net repayment of borrowings for an amount of Rs.270.80 crores from the proceeds of sale of equity investments and surplus lands and payment of interests / dividend / lease liabilities of Rs.511.10 crores.

Movement in Key Financial Ratios

Reason for relative variation in excess of ? 25%

(a) The trade receivables turnover in days increased by 31%, primarily due to decrease in revenue caused by pricing pressures, along with relatively longer credit periods offered to customers to drive higher sales volume.

(b) Net profit ratio has increased by 25% primarily due to exceptional item arising out of profit on sale of investments and surplus lands.

(c) Debt Service Coverage Ratio has decreased by 30% mainly due to decrease in EBITDA on account of pressure in cement prices.

Risk Management Policy

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of LODR, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and strategies to mitigate / minimisation of risk thereof. The Risk Management Policy of the Company is available at the Company?s website, at the following weblink: https://www.ramcocements.in/investors/codes-and-policies

Risk Management

The Company has in place a well-defined risk management system to ensure identification of potential business risks. The system also has a framework which enables in implementing effective mitigation strategies. As per the ever-evolving internal and external factors, the system is periodically reviewed by the Risk Management Committee. The key risks and their mitigation measures are detailed below:

Operations and Maintenance risk

Risk arising from inadequacy or failure of internal processes, people or systems, may impact business operations. All processes and systems need to be maintained periodically for smooth functioning. Any disturbance in the operations would have adverse impact in the profitability.

Mitigation measures: To ensure smooth functioning of all processes and systems, the Company has in place well-structured standard operating procedures (SOP). These procedures also take care of the safety of the people at all times. To avoid possibility of any hazards like fire etc., the Company ensures proper storage of all hazardous material, coverage of all storage sheds, installation of explosion vents, linear heat sensing cables, fire tenders and fire hydrant. The Company is increasing the use of renewable energy and usage of alternate fuels to ensure adequate fuel availability. To avoid any crash accident within the premises, multiple precautions are in place. These preventive measures help the Company isolate itself from operations risk.

Raw material risk

Any unavailability or limited availability of important raw materials like fuels – pet coke and coal, and limestone, may result in disruption in production, resulting in impact of margin.

Mitigation measures: The Company has long term supply agreements in place for indigenous sourcing of raw materials. In addition to indigenous sources, the Company imports pet coke from Saudi Arabia, US, Gulf, etc. There are no supply constraints of pet coke. In terms of coal, while on the one hand India has ramped up its coal production, globally coal demand has softened also leading to softening in prices. The Company participates in various auctions to ensure its limestone needs are met adequately.

Logistics risk

Logistics is a crucial part of business operations. Any disruptions or increase in logistics cost may result in impact on business profitability.

Mitigation measures: The Company uses various modes of transportation like road, rail, and ports as per availability while ensuring cost optimization. To avoid damage of products in warehouse, the Company continuously educates its labourers to ensure proper handling. In addition, effective supervision helps in controlling damages. For the transit damages, the Company has insurance cover or agreement with transporters to cover any damages.

Human Resource risk

Human resource is a crucial part of organizational success. The Company?s operations may get disrupted in case of high attrition rate, inadequate skillset of employees, overstaffing / understaffing, improper work environment and disturbances in industrial relations.

Mitigation measures: The Senior Management team meets periodically to review and execute the plan for filling key positions, arising out of retirement. Internal transfer policy is implemented for transferring employees to desired locations to manage any losses in personnel due to retirement/ resignation. Annual manpower forecast enables the Company to implement proper recruitment plan to hire right people at the right time. To ensure high retention rate, the Company has adopted employee friendly practices such as extending loan schemes, Group Medical Insurance, Group Personal Accident Insurance Scheme, car scheme, etc. The Company fosters a productive and safe work environment with open door policy and merit-based rewards and recognition. The Company also takes utmost care of safety at work and employee wellness of both physical and mental health through various programs and events, annual health check-ups, etc.

Information Technology risk

Keeping with changing times, the Company operations have been digitalised and dependent on IT systems. This makes it mandatory to ensure data security, prevent cyber-attacks, avoid unauthorised access and misuse of sensitive information or disruption to operations.

Mitigation measures: The Company conducts Vulnerability Assessment and Penetration Testing (VAPT) for identifying vulnerabilities and risks in IT Infrastructure through certified external authorities. This ensures that various Data Centre Servers, Cloud Servers and Firewall and Switches are completely isolated from external threats.

The company has migrated to a new Smart Data centre which was designed to improve efficiency, scalability, and security while simultaneously reducing downtime and energy costs. This upgrade not only streamlines the Company?s operations but also decreases its operational overhead, ensuring that a future-ready, sustainable, and reliable IT infrastructure is maintained.

The Company had successfully added another layer of security to its core servers. This enhancement would effectively isolate its servers from potential malware and threats, helping to minimize vulnerabilities and significantly enhancing its overall security posture.

The Company?s IT security policy ensures protection of business information. The Company?s IT system has been certified to ensure robustness as per industry standards.

Finance risk

The Company faces various risks arising due to volatility in interest rate, default of customer, insufficient funding for business needs, risk of guarantees or fluctuation in forex. These events may lead to financial losses for the Company.

Mitigation measures: The Company has secured its future financial needs through term loan sanctions. The Company has booked forward covers for high value import transactions insulating itself from foreign exchange fluctuation risks. To address fluctuation in interest rate, the Company closely monitors the fixed / floating ratio of financial liabilities.

The Company ensures it effectively manages servicing its repayment obligations through financial planning and analysis, forecasting cash flows regularly, monitoring and optimizing net working capital and managing existing credit facilities.

Competition risk

Given the lucrative growth prospects of the cement industry, there is heightened competitive intensity. With strong Government?s focus on infrastructure development, all players are stepping up their game. This poses risk to Company?s market position.

Mitigation measures: The Company follows the strategy of ‘Right Product for Right Application? which helps strengthen its ability to market its capacities efficiently. The MACE Division of the Company educates the end users for making right choice to suit their specific requirements. The Company has enhanced its efforts in the Projects and Infrastructure segments. The Company motivates its dealers through close and continuous engagement which helps to not only maintain but also improve its counter share. Initiatives in building brand awareness and brand consciousness among the public, has enabled the Company to have a healthy moat against competition.

Commodity price risk

Commodity price risk arises on account of fluctuations in price of raw materials and fuels viz. coal and pet coke, which are linked to international developments. Since these are primary costs in cement production, any adverse fluctuation in these prices can lead to significant drop in operating profitability.

Mitigation Measures: The Company maintains adequate inventory of these raw materials. It also closely monitors the prices to make optimal buying decisions, including entering of long term contracts. The R & D division strives to develop usage of alternative fuels and optimum fuel mix to reduce the impact of the risk.

Mining operation risk

Mining is an integral part of our business operation. Mining operations involve numerous risks that need to be evaluated on and mitigate, including safety hazards, environmental impacts, operational and natural disruptions, handling of explosives, logistics availability and operational safety. Any disruptions in mining activity may result in impact on business profitability.

Mitigation Measures: All the Mines are under the supervision of a manager who possess a first class Mine Manager Certificate issued by DGMS. All the mines Boundary are earmarked, fenced and properly gated with round-the-clock security and access control, which prevent the unauthorised entry into the Mines area. The Operation of heavy Earth Moving machinery inside Mine area is done by Operators who were trained and holding a valid Certificate. SOPs are framed for every operational activity inside Mining area and validated by the safety Committee. Personal protective equipment like helmets, safety shoes, reflective vests, ear plugs, masks are being provided to the people working in Mining area for their safety.

The explosives are being stored at the Licensed premises as approved by PESO (Petroleum & explosive safety organisation) of India and are guarded round the clock. Explosive used in Mines for blasting are handled by the authorised person as per the strict protocol laid by DGMO in day light. The stocks of explosives are taken daily and updated in the PESO website. The explosives are purchased from the authorised vendor on a monthly basis and transported through a licence explosive van. All the Mines are equipped with safety management system, where the individual risk and mitigate measures are reviewed periodically with cross functional teams, documented and implementation is monitored.

Separate SOP is being followed for each operation inside the Mines area and monitoring is being done at the company level.

The Company is having a well-developed in-house Vocational Training Centre approved by Directorate General of Mines Safety and training is being given to the Mines operators at regular intervals for skill upgradation.

Human Resources

Our employees are our brand ambassadors, embodying our values and mission. By empowering them to excel, we not only enhance their careers but also strengthen our organisation?s foundation for long-term success. By investing in our employees? development, well-being and engagement, we foster a positive work environment that encourages collaboration, creativity and productivity. This, in turn, leads to increased job satisfaction, retention and overall business success.

Talent Sourcing

The Company placed significant emphasis on strengthening its human capital by enhancing its talent sourcing strategies. Recognizing that people are our most valuable asset, we continued to adopt a proactive and diversified approach to talent acquisition, ensuring alignment with our long-term business objectives and organizational culture.

Key initiatives included the expansion of digital recruitment platforms, leveraging employee referral programs, and fostering strategic partnerships with universities and technical institutions to build a sustainable talent pipeline. We also enhanced our employer branding through targeted campaigns to attract high-calibre candidates across functions and geographies.

In line with our commitment to diversity and inclusion, our talent sourcing efforts aimed at creating a balanced and inclusive workforce, thereby enriching our organizational capabilities. These efforts have enabled us to attract professionals with the right skill sets and mindset to drive innovation, operational excellence, and future growth.

We remain committed to continuously refining our recruitment processes to remain competitive in a dynamic talent market.

Performance Management Systems (PMS)

The Company recognizes that a robust Performance Management System (PMS) is integral to driving employee productivity, accountability, and organizational growth. During the year under review, we continued to enhance our PMS to ensure it remains transparent, objective, and aligned with our strategic goals.

Our performance management framework emphasizes continuous feedback, goal setting, competency development, and regular performance reviews. The system enables clear articulation of expectations and supports employees in achieving both individual and team objectives. It also provides a basis for identifying high performers, addressing skill gaps, and facilitating career development.

The PMS continues to play a vital role in fostering a high-performance culture, rewarding merit, and aligning employee contributions with the Company?s mission and values.

Skill Enhancement

The Company remains committed to the continuous development of its workforce through structured skill enhancement initiatives. In an increasingly dynamic business environment, equipping employees with relevant knowledge and competencies is vital to sustaining performance and driving innovation.

Targeted training programs were implemented across all levels of the organization, focusing on technical skills, leadership development, digital literacy, and domain-specific expertise. These initiatives were delivered through a combination of in-person workshops, virtual learning platforms, and on-the-job training, ensuring flexibility and accessibility for all employees.

We also partnered with reputed training institutions and subject matter experts to deliver high-impact learning experiences tailored to evolving industry requirements. Special emphasis was placed on upskilling employees in emerging technologies and regulatory compliance to enhance operational efficiency and ensure business continuity.

These efforts have not only improved individual capabilities but also contributed to building a future-ready workforce aligned with the Company?s strategic objectives.

Employee Well-Being

We believe that a healthy, engaged, and motivated workforce is fundamental to sustainable business performance. During the year under review, we undertook several initiatives aimed at supporting the physical, mental, emotional, and social well-being of our employees.

Our comprehensive well-being framework included regular health check-ups, wellness webinars, mental health counselling support, fitness programs, and access to digital health platforms. We also enhanced flexibility in work arrangements, promoting a healthy work-life balance and reducing workplace stress. The Company has full-fledged most modern township in all its factories. The Company remains committed to fostering a positive environment that promotes resilience, inclusivity and overall employee satisfaction.

Recognition and Reward

The Company firmly believes that recognizing and rewarding employee contributions is essential to fostering a high-performance culture and enhancing motivation across all levels. During the year under review, we continued to strengthen our recognition and reward mechanisms to celebrate excellence, encourage innovation, and reinforce desired behaviours aligned with our core values.

Our approach includes both monetary and non-monetary rewards, encompassing performance-pay, long-service awards, and team-based appreciations. These initiatives are designed to be fair, transparent, and inclusive, ensuring that outstanding efforts are acknowledged promptly and meaningfully. By continually refining our recognition practices, we aim to nurture talent, build employee loyalty, and drive sustained organizational success. During the year under review we felicitated 291 employees for their long service in the organisation. The retention ratio for the Company is 90.5%, continuing to be above 90%. 49% of our employees are with our Company for more than 10 years.

Subsidiary Companies

The Company has two subsidiaries, viz. Ramco Windfarms Limited and Ramco Industrial and Technology Services Limited.

The Company has no material subsidiaries.

Ramco Windfarms Limited (RWL)

The Share Capital of RWL is Rs.1 crore, out of which 71.50% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of RWL was 39.835 MW as on 31-03-2025 comprising of 127 Wind Electric Generators. The Company had generated 284.36 lakh units of power as compared to 364.96 lakh units of power during the previous year.

The revenue for the Company for the year ended 31-03-2025 was Rs.8.03 crores compared to Rs.15.15 crores for the previous year.

The Company had incurred a loss of Rs.11.38 crores for the year ended 31-03-2025 as against a loss of Rs.11.66 crores for the previous year.

The Total Comprehensive Income of the Company for the year was Rs.(11.38) crores as against Rs.(11.66) crores of the previous year.

Ramco Industrial and Technology Services Limited (RITSL)

The Share Capital of RITSL is Rs.4.78 crores, out of which 94.11% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The Company provides Transport services, Manpower services and Information Technology related services, mainly involving Software Implementation services.

The revenue of the Company for the year ended 31-03-2025 on standalone basis was Rs.57.34 crores as against Rs.48.18 crores for the previous year. The Company?s profit after tax was Rs.3.26 crores as against Rs.1.50 crores for the previous year. The Total Comprehensive Income of the Company for the year was Rs.2.99 crores as against Rs.1.99 crores of the previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Subsidiaries and Associates is attached in Form AOC-1 as Annexure-1. The contribution of Subsidiaries and Associates to the overall performance of the Company are available in Form AOC-1.

In accordance with Regulation 46(2)(s) of LODR, separate audited financial statements of the above subsidiary companies are placed in the website of the Company.

Consolidated Financial Statements

The Company has 4 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited and Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of LODR, Companies are required to prepare a consolidated financial statement of the Company and of all the Subsidiaries and Associate Companies, which shall also be laid before the Annual General Meeting of the Company.

Accordingly, the consolidated financial statements incorporating the accounts of Subsidiary Companies and Associate Companies, along with the Auditors? Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Company?s website at the following Link: https://www.ramcocements.in/investors/financials

Separate audited accounts in respect of the subsidiary companies are also made available at the Company?s website.

The Company will provide a copy of separate audited financial statements in respect of its Subsidiary Companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to Rs.272.65 crores for the year ended 31-03-2025 as compared to Rs.359.95 crores of the previous year.

The consolidated total comprehensive income for the year ended 31-03-2025 was Rs.262.88 crores as against Rs.424.15 crores of the previous year.

Directors and Key Managerial Personnel

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is reported that, the Company had appointed Smt.Soundara Kumar as Non-Executive Independent Director, for a period of 5 consecutive years commencing from 19th March 2025 to 18th March 2030. The resolution for her appointment was approved by the Shareholders by way of Special Resolution, through Postal Ballot process.

Further, Smt. Justice Chitra Venkataraman (Retd.), Director, had retired on 19th March 2025, after completing her second term of five consecutive years in office, in accordance with the Special Resolution passed by the Shareholders of the Company at the AGM held on 8th August 2019.

Shri.R.Dinesh retires at the forthcoming AGM and offers himself for reappointment. His reappointment has been included as an Ordinary Resolution, in the Notice convening the AGM scheduled to be held on 13-08-2025. The disclosures for his reappointment, as required under Secretarial Standard-2 are available in the notice convening the AGM.

The Independent Directors hold office for a fixed term of 5 years from the date of their appointment and are not liable to retire by rotation.

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is reported that, there have been no changes in the Key Managerial Personnel during the year under review and after the end of the year and upto the date of the report.

The Company had formulated a Code of Conduct for the Directors and Senior Management personnel and the same has been complied with.

The Company has a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and other employees duly approved by the Board of Directors, based upon the recommendation of Nomination and Remuneration Committee, in accordance with Section 178(3) of the Companies Act, 2013.

As per Proviso to Section 178(4) of the Companies Act, 2013, the salient features of the Nomination and Remuneration Policy should be disclosed in the Board?s Report. Accordingly, the following disclosures are given:

Salient Features of the Nomination and Remuneration Policy: The objective of the Policy is to ensure that: (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and LODR.

The web address of the Policy is –https://www.ramcocements.in/investors/codes-and-policies

As required under Regulation 25(7) of LODR, the Company has programmes for familiarisation for the Independent Directors about the nature of the industry, business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of LODR, the details of the Familiarisation Programme for Independent Directors are available at the Company?s website, at the following link –https://www.ramcocements.in/investors/management

The details of familiarisation programme are explained in the Corporate Governance Report also.

The details of remuneration received by the Managing Director, during the year under review are available in the Corporate Governance report.

Board Evaluation

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, performance of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

Pursuant to Regulation 17(10) of LODR, the Board of Directors have evaluated the performance of Independent Directors and observed the same to be satisfactory and their deliberations were beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of LODR, the Board of Directors have reviewed and observed that the evaluation framework of the Board of Directors was adequate and effective.

The Board?s observations on the evaluations for the year under review were similar to their observations for the previous year. No specific actions have been warranted based on current year observations.

The Company would continue to familiarise its Directors on the industry, technology and statutory developments, which have a bearing on the Company and the industry, so that Directors would be effective in discharging their expected duties.

Meetings

During the year, 5 Board Meetings were held. The details of Meetings of the Board and Committees held during the financial year including the number of Meetings attended by each Director are given in the Corporate Governance Report. The details of Committees constituted by the Board are available in the Corporate Governance Report. Subsequent to the retirement of Smt. Justice Chitra Venkataraman (Retd.) and appointment of Smt.Soundara Kumar, there have been changes in the composition of the Board Committees. The revised composition of the Committees are available in the Corporate Governance Report.

Recommendations of Audit Committee

There has not been an occasion, where the Board had not accepted any recommendation of any Committee of the Board.

Secretarial Standards

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. The Company is in compliance with all the applicable Secretarial Standards.

Public Deposits

The Company has stopped accepting deposits from 01-04-2014 and have repaid / transferred to IEPF the deposits as the case may be and no deposit amount is pending with the company.

Orders Passed by Regulators

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company?s operations in future.

Internal Financial Controls

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls by means of Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments along with the purposes are provided under Notes No. 12, 13, 14, 21 and 50 of Notes to the Separate Financial Statements.

Statutory Audit

The Members at the Annual General Meeting held on 10-08-2022 have appointed M/s.Ramakrishna Raja And Co., Chartered Accountants, (FRN: 005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN: 015041S), as the Statutory Auditors of the company for their second term of five years from the conclusion of the 64th Annual General Meeting, till the conclusion of the 69th Annual General Meeting of the Company.

In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations, 2015, the auditors have submitted the necessary certificates issued by Peer Review Board of The Institute of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31st March 2025 does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Company?s Auditors.

Cost Audit

As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly such records and accounts are made and maintained.

The Board of Directors had approved the appointment of M/s. Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Company?s Cost Records for the year 2025-26 at a remuneration of Rs.7,00,000/- (Rupees Seven lakhs only) exclusive of GST and out-of-pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 67th Annual General Meeting scheduled to be held on 13-08-2025, for ratification by the Members.

The Cost Audit Report for the financial year 2023-24, due to be filed with MCA by 24-08-2024, had been filed on 21-08-2024. The Cost Audit Report for the financial year 2024-25 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the Ministry of Corporate Affairs, within 30 days of such submission.

Secretarial Audit

M/s.Sriram Krishnamurthy & Co., Company Secretaries (formerly known as M/s.S.Krishnamurthy & Co.), who are the Secretarial Auditors of the Company for the year 2024-2025, had conducted the Secretarial Audit. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31st March 2025 is attached as Annexure-2. The report does not contain any qualification, reservation or adverse remark.

As per Regulation 24A(1)(b) of LODR, on the basis of recommendation of Board of Directors, a listed entity shall appoint the Secretarial Auditor / Secretarial Audit Firm for a term of five consecutive years with the approval of its shareholders at the AGM. Accordingly, the Board of Directors at their meeting held on 22-05-2025 have recommended M/s. Sriram Krishnamurthy & Co., Company Secretaries, as the Secretarial Auditors for the Company. The matter relating to their appointment has been included in the Notice convening the AGM, for Members? approval.

There are no changes in the Statutory, Cost and Secretarial Auditors of the Company during the year under review and upto the date of this report.

Annual Return

The draft of the Annual Return for the year ended 31st March 2025 in Form MGT-7 is available in the Company?s website at the following link: https://www.ramcocements.in/investors/shareholders

Corporate Governance

The Company has complied with the requirements regarding Corporate Governance as stipulated in LODR. As required under Schedule V(C) of LODR, a Report on Corporate Governance being followed by the Company is attached as Annexure-3.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No.12(l) of Corporate Governance Report.

As required under Schedule V(E) of LODR, a Certificate from the Secretarial Auditors confirming compliance of conditions of Corporate Governance is also attached as Annexure-4.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Secretarial Auditor that none of the Company?s Directors have been debarred or disqualified from being appointed or continuing as Directors of Companies, is enclosed as Annexure-5.

Corporate Social Responsibility

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that "As the Organisation grows, the Society and Community around it also grows."

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-6.

Vigil Mechanism / Whistle Blower Policy

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of LODR, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The Policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints can be made in writing to be dropped into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to these. The Policy provides to the complainant access to the Chairman of the Audit Committee. The weblink for the Vigil Mechanism is disclosed in the Corporate Governance Report.

Related Party Transactions

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party Transactions and the transactions are also periodically placed before the Audit Committee for its approval. The details of contracts required to be disclosed in Form AOC-2 are given in Annexure-7.

No transaction with any related party is material in nature, in accordance with Company?s "Related Party Transaction Policy" and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Notes to the Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Company?s website and its weblink is –https://www.ramcocements.in/investors/codes-and-policies

As required under 46(2)(h) of LODR, the Company?s Material Subsidiary Policy is disclosed in the Company?s website and its weblink is –https://www.ramcocements.in/investors/codes-and-policies

Material Changes since 1st April 2025

Government of Tamil Nadu on 20-02-2025, had passed a new Act, viz. Tamil Nadu Mineral Bearing Land Tax Act, 2024, which had come into effect from 04-04-2025. As per the Act, the Company is required to pay a tax of Rs.160/- per tonne of limestone mined in Tamil Nadu.

Other than this, there have been no material changes affecting the financial position of the Company between the end of the financial year and till the date of this report.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure-8.

Particulars of Employees and Related Disclosures

The disclosure with respect to remuneration as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-9.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Companies Act, 2013, the said Annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

Employee Stock Option Scheme

At the Annual General Meeting held on 03-08-2018, the Members had approved the following Employee Stock Option Schemes.

The relevant disclosures in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Secretarial Standard on Report of the Board of Directors are given below:

Details of Movement of Employee Stock Options during the year:

The purpose of these plans is to facilitate Eligible Persons (employees with long service and contributed to the growth of the Company) through ownership of Shares of the Company to participate and gain from the Company?s performance, thereby acting as a suitable reward. Participation in the ownership of the Company, through share based compensation schemes will be a just reward for the employees for their continuous hard work, dedication and support, which has led the Company to be what it is today.

The Plans are intended to:

Create a sense of ownership within the organisation; Encourage Employees to continue contributing to the success and growth of the organisation;

Retain and motivate Employees;

Encourage Eligible Persons to align their performance with

Company objectives;

Reward Eligible Persons with ownership in proportion to their contribution;

Align interest of Eligible Persons with those of the organisation.

The schemes are in compliance with the SEBI Regulations. During the year under review, no material changes have been made in the schemes.

A certificate from the Company?s Secretarial Auditors, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolution passed by the Members of the Company has been received and the same is attached as Annexure-10.

The details as required under Part F of Schedule I read with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are disclosed on the Company?s website and the web link is given below: https://www.ramcocements.in/investors/shareholders

Credit Rating

The ratings for the Company?s borrowing are available in Corporate Governance Report.

Awards

The Company has been receiving various awards in Environment, Health & Safety, CSR, Energy Efficiency, etc. More details are available in page 39.

Business Responsibility and Sustainability Report (BRSR)

The details of key initiatives with respect to stakeholder relationship, customer relationship, environment, sustainability, health & safety are available in the BRSR for the year 2024-25, which forms part of this report.

Shares

The Company?s shares are listed in BSE Limited and National Stock Exchange of India Limited.

Investor Education and Protection Fund (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years, transferred to IEPF, during the year under review are detailed below:

Shares transferred to IEPF, during the year under review are detailed below:

Year wise amount of unpaid/unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferred to IEPF and due dates for such transfer, are tabled below:

Directors? Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that (a) they had followed the applicable accounting standards along with proper explanation relating to material departures, if any, in the preparation of the annual accounts for the year ended 31st March 2025;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2025 and of the profit of the Company for the year ended on that date;

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

(d) they had prepared the annual accounts on a going concern basis;

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

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

Acknowledgement

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors also wish to place on record their appreciation of employees at all levels for their commitment and their contribution.