The Directors have the pleasure in presenting the 104th Annual Report on the business and operations of Birla Corporation Limited ('Company') together with the Audited Financial Statements of the Company and its Subsidiaries for the financial year ended 31st March, 2024.TheManagementDiscussionandAnalysisalsoformsa partofthis Report.

| FINANCIAL PERFORMANCE

The financial performance of the Company (Standalone and Consolidated) for the financial year ended 31st March, 2024 and its comparison with the previous year is summarised below:

| FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

The Company's full-year consolidated revenue was at '9,748.29 crore, which represents an increase of 10.83% over the consolidated revenue of '8,795.32 crore during the financial year 2022-23. Cement sales by volume grew 12.18% year-on-year. While revenue and sales growth were marginally ahead of the industry average for the year, net profit rose over 10 times to '420.56 crore from '40.50 crore in the previousyear.EBIDTAfortheyear grew72% to' 1,523.17croreversus '885.06crore in financial year2022-23.

Pricing was a major challenge through the year with major players focusing on consolidating market share. However, the Company delivered superior performance through improvement in capacity utilisation by rapidly ramping up of Mukutban operations and overallcostefficienciesin power, fuel, logisticsand overheads.

| DIVIDEND_

The Board is pleased to recommend a dividend of' 10.00 per share (i.e. 100%) on 7,70,05,347 Ordinary Shares of the Company for the year ended 31st March, 2024 aggregating to '77.01 crores. The dividend recommended is in accordance with the Company's Dividend Distribution Policy (at https://www.birlacorporation.com/ investors/policies/dividend-distribution-policy.pdf).

Dividend is subject to approval of the Members at the ensuing Annual General Meeting. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Accordingly, the Company shall make the payment of Dividend after deduction of taxat prescribed rates as perthe Income Tax Act, 1961andrules framed thereunder.

| TRANSFERTORESERVES_

The Board of Directors does not propose to transfer any amount to Reserves and has decided to retain the entire amount of profit for the financial year 2023-24 in the Statement of Profit & Loss for the financial yearended 31stMarch,2024.

| SHARECAPITAL_

The paid up Equity Share Capital of the Company as on 31st March, 2024 stood at '77.01 crores comprising of 7,70,05,347 Ordinary Shares of '10 each. During theyear,theCompany neither has issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity sharesoftheCompany.

| DEBENTURES_

During the year, the Company has made partial redemption amounting to ' 60 crores out of the outstanding amount of '120 crores of 1500 unlisted, Secured, Redeemable, Non-Convertible Debentures Series-VIII of' 8,00,000/- each on 8th December, 2023 and accordingly, the face value of the said Non-Convertible Debentures has been reduced from '8,00,000/- to '4,00,000/- per Debenture.

| FINANCIAL STATEMENTS_

The Company has prepared its financial statements as per IND AS requirements for the financial year 2023-24. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect, in a true and fair manner, the formand substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31st March, 2024.

| CONSOLIDATEDFINANCIALSTATEMENTS_

The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by following applicable IND AS issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

| MATERIALCHANGESANDCOMMITMENTS_

No material changes and commitments which could affect the financial position of the Company have occurred between the end ofthefinancialyear2023-24and dateofthis Report.

| KEYFINANCIALRATIOS_

The key financial ratios of the Company showing financial performance forthe financial year ended 31st March, 2024 are given herein below:

* InterestCoverage Ratiowas higherfortheyearended 31st March, 2024due to increasein EBIDTAascompared tolastyear.

** Operating Profit Margin, Net Profit Margin and Return on Net Worth are higherfortheyearended31stMarch,2024duetohigherprofitability.

I CHANGE INNATUREOFBUSINESS_

There has been no change in the nature of business of the Company duringthefinancial year 2023-24.

| CEMENTDIVISION_

(a) CEMENTINDUSTRYOVERVIEW:

Cement consumption in India grew for the third consecutive year to an estimated 441 million tons (MT)* during the financial year 2023-24. As against industry estimates of growth in cement consumption at around 11%* in 2023-24, the Company's salesgrew 12.18% by volume.

Demandfor cement was robust in the first half of the fiscal year, growing at 15% on the back of increased government spending on infrastructure, welfare schemes like PMAY and pick-upin demand for housing.

However, there was an unexpected slump in the second half due to multiple factors such as extended festival period, state

assembly elections and extreme weather conditions in certain parts of the country. This also impacted prices with a slide of ' 40-45 per bag of 50 kg between November 2023 and March 2024. Consequently, overall margin for the industry is estimated to have shrunk sequentially by 120-170 basis points* inthe second halfofthefinancialyear.

During FY 2023-24, the cement industry has benefited from a sharp correction in power and fuel costs, which typically accounts for 30-35% of total production cost. For the cement industry as a whole, power and fuel costs for the year are estimated to have declined 16-18%*. Further moderation in power and fuel costs is expected in FY 2024-25. Freight costs too are expected to reduce.

Overall, FY 2023-24 witnessed a capacity addition of 40-42 MT and adeclineof 1.5%in prices*.

(b) REVIEW OF OPERATIONS AND PERFORMANCE:

In the financial year 2022-23, the Company incurred losses in the first nine months till December 2022 due to external headwinds such as power and fuel costs. Turn around started from the March quarter of 2022-23 as power and fuel costs started to moderate, and has continued through FY 2023-24, despite subdued realization.

The Company managed to steadily ramp up production from its Mukutban unit of its material subsidiary RCCPL Private Limited over the past five quarters. A major milestone was crossed in the March quarter of FY 2022-23, when overall sales by volume of the Company touched 4.44 MT - the highest ever atthattime.

In the March quarter of FY 2023-24, it was even higher and yet again the highest ever for the Company, at 4.85 MT. Capacity utilization forthe lastquarter of FY 2023-24 was 97%, the highest ever,andforthefullyear,itwas89%asagainst81%lastyear.

The major headwind faced during the year was pricing, the impact of which was mitigated by a series of measures such as increase in sale of premium products and geo-mix optimization.Realization per ton for the full year fell marginally, from '5,216 to '5,204, but this was still better than industry estimate of1.5%* decline.

During the year under review, the Company has steadily managed to expand its EBIDTA per ton, starting with '664 in the first quarter to '964 in the last quarter. For the full year, EBIDTA per ton at '808 represents a year-on-year growth of 69.04%.

The Company's total borrowings at the end of March were at ' 3,769.73 crore compared with ' 4,349.66 crore a year earlier. InterestcostfortheMarchquarterofFY2023-24 was7.91%.

Production ofthe Company (Standalone):

The details of production of clinker and cement of the Companyare as follows:-

Sales:

During the year under review, the Company has registered an increase of 6.32% in cement sales on standalone basis and 12.18% on consolidated basis. In absolute terms, the sale of cement on standalone basis has increased to 96.14 lakh tons from 90.43 lakh tons inthe previous year.

RCCPL has sold 81.84 lakh tons of cement during financial year 2023-24 compared with 67.97 lakh tons inthe previousyear.

PowerPlant:

The details of power generated at various plants of the Companyare as under:

Costand Profitability:

The Company's power and fuel costs declined 23.79% from last year to '1,197 per ton, which was better than the industry average, due to a sharp decline in coal and pet coke prices. According to industry estimates, power and fuel costs for cement companies declined 16-18%* during the year. Freight and forwarding costs, too, declined 3.46% during the year to ' 1,282 perton.

Due to better availability and soft prices, the Company increased purchases of domestic coal during the year, while scaling back production from its own captive coal mine, Sial

Ghogri, an opportunistic decision to conserve own resources. Production from Sial Ghogri during the year was 328,500 tons asagainst351,565tons last year.

The increase in use of renewable power was substantial during the year. Green power accounted for 23.78% of total power consumed in FY 2023-24 as against 21.53% last year. The Company is further raising consumption of renewable power, and in the quarter till March 2024, share of green power was even higherat 25.37%.

The Company has initiated an internal efficiency improvement and cost optimization drive by the name of Project Shikhar, which resulted in savings of' 41.48 per ton of production and gross savings of' 66.18 crore for the full year. Project Shikhar remains a work-in-progress, and will lead to further improvementinefficiencyand savings.

The Company's operating profit margin from cement was at 15.17% for the full year as against 9.07% last year, which represents a margin expansion in excess of 600 basis points, as against anestimated industry average of 300-350basispoints*.

Marketing Initiatives:

In fiscal 2023-24, the Company achieved a sales growth by volume of more than 12% over the previous year. Ramping up Mukutban operations ahead of projections was a key achievement. By the end of the fiscal year, the plant's capacity utilization had stabilized at 68% with dispatches reaching a steady state of 2.24 lakh tons per month. The Company's lead brands have established a strong foothold in the core markets of Vidarbha and Khandesh regions. With improved cost efficiencies, the footprint is being steadily extended to Mumbai.

The Company had a consistent performance in terms of sales growth and continued to maintain its strong market share in the premium segment. The share of premium cement in the portfolio stood at 53.70% of sales through the trade channel. Sales of premium cement for the full year stood at 6.86 million tons, which was the highest ever, up 11.52% over the previous year.The Company's superpremiumbrand Rakshak has gained acceptance in Uttar Pradesh, Madhya Pradesh and has also been launched inMaharashtra.

The Company has maintained a high share of high-yielding blended cement, at 85.06% of total sales for the full year, which indicates a strong market position and customer preference. A successful strategy in maintaining market share and driving growth in key product segments resulted in a strong overall performance.

The Company has started a new initiative termed Unnati, which aims to improve growth in profitability. The foundations of the initiative are based on five strong pillars of profitable revenue growth, cost optimization, sustainable growth, right to win markets and channel engagement.

IT and Digital Initiatives:

The Company's thrust on use of technology to enhance efficiency and competitiveness received further impetus during the year with digitization initiatives being taken across functions such as manufacturing, supply chain, sales, logistics marketing and HR management.

Keyinitiatives include:

• Cloud basedCRMsystem

• Integrated Logistics Management System

• InfluencerProgramme

• Plant Maintenance

• Transition to Human Resource Management System (HRMS)-Darwin Box

• Integrated Business Planning

• Safety.

Improvising Cloud Optimization:

Enhancing and optimizing the use of Microsoft Azure's cloud services to meet specific needs and requirements of the Company more efficiently.

Improvising Plant Maintenance Activitythrough Barcode:

Leveraging barcode technology for equipment identification in plant maintenance operations to help the organization optimize maintenance processes, reduce costs and improve overall operational efficiency.

Integrated Logistics Management System (ILMS):

Integrated Logistics Management System with Packing Plant automation, which involves the integration of various technologies and processes to streamline and optimize the logistics and packing operations was rolled out at another integrated manufacturing unit.

IT Security Measures:

To strengthen IT Security, the Company continues to conduct half-yearly VAPT (Vulnerability Assessment and Penetration Testing). This helps with identifying weaknesses in the Company's IT infrastructure and application platforms, and enables stakeholders to necessary actions to plug them in a proactive manner.

Digital SafetyMeasure:

Implemented during the year, Boots on Ground (BoG) is a digital initiative that leverages information technology to create a safer work environment. This utilizes real-time data through Digital Tours (Survey) to predict potential failures, and prevent accidents (Unsafe Act, Safe Act, Observations and IncidentReporting).

Human Resource Management System:

The Company has implemented a newHRMS (Human Resource Management System) by the name of Darwinbox PaaS (Platform as a Service), which involves leveraging cloud based technologies to streamline HR processes, enhance employee experienceand drive organizational efficiency.

Mining OperationsatChanderia:

TheMining Operations through blasting attheChanderia plant has been suspended since August, 2011 owing to the Order of Jodhpur High Court (Rajasthan), which was challenged by the Company before the Hon'ble Supreme Court. As a partial relief, the Supreme Court allowed mining operations beyond two kms from the Chittorgarh Fort by using heavy earth moving machinery. The Hon'ble Supreme Court further directed the Central Building Research Institute (CBRI) to submit a report after comprehensive study of all relevant aspects and facets relating to full-scale mining operations and its impact, if any, on the Chittorgarh Fort. The report of CBRI concluded that vibrations and air pressures induced by the mine of Birla Cement Works and adjoining mines are well within safe limits as per national and international standards and there is no damage to the Fortduetothe mining operations.

Recently, the Hon'ble Supreme Court vide its Order dated 12th January, 2024 has inter alia directed that a radius of five kilometers from the compound wall of the Fort shall not be subjected to mining by blasting or use of explosives for mining of any minerals, however, the manual/mechanical mining operations permitted within a radius of five kilometers are allowed to be continued, subject to the lessees possessing a valid leasein accordance with law. The Hon'ble Supreme Court further directed the Chairman of the Indian Institute of Technology (Indian School of Mines), Dhanbad, Jharkhand [IIT (ISM)-Dhanbad] to constitute a team of multi-disciplinary experts, within two weeks from the receipt of a copy of the Order, which shall undertake the study of environmental pollution and impact on all structures in the Chittorgarh Fort from the blasting operations beyond a five kilometer radius. The study shall be carried out for four months from the date of commencement and the blasting activities are allowed to be undertaken during the study period. Expenses for carrying out the study are to be defrayed by the Company. The team of multi-disciplinary experts is constituted and the study as directed by the Hon'ble Court has commenced w.e.f. 16thMarch,2024.

The Company has been carrying outmining operations entirely by mechanical means in its Mines at Chanderia within the permissible limits, including at a distance beyond a radius of five kilometers to ten kilometers from the compound wall of the Fort. Bulk of Company's limestone reserves is located at a distancebeyond five kilometer radius.

(c) OUTLOOK:

According to projections, the Indian economy is to grow at 6.8% in fiscal 2024-25*, slightly slower than the better-than-expected growth of 7.6% in fiscal 2023-24. It is expected that India's economy will continue to grow at a compounded annual rate of 6.7% and reach the $7 trillion mark by 2031, whichwill makethecountrytheworld'sthird largest economy.

Government spending on infrastructure was one of the key drivers of capital expenditure in the country over the past three years.The National Highways Authority of India spent a record ' 2.07 trillion on construction of highways in fiscal 2023-24, up 20% overthe previous year.

Overall capital expenditure is expected to grow at 9-11%* annually over the next four years with a healthy mix between industrialand infrastructure segments.

This augurs well for the cement industry, but pricing will be the key challenge in the immediate future as additional capacity gets commissioned and key players push for volume growth at thecostofoperating profitmargin.

Keeping in mind the projected growth in the economy and cement consumption, the Company has started doing its groundwork forits next phase ofgrowth to scale up production capacityfrom 20 MT to 25 MT over the next two years.

*Estimates ofCRISILMarketIntelligenceandAnalytics.

All figuresstatedinthe Directors' Reportareconsolidatedfigures unlessotherwise indicated.

| JUTEDIVISION_

(a) JUTEINDUSTRYOVERVIEW:

Jute industry is concentrated in the eastern part of India, particularly West Bengal. It plays a vital role in the economy of theState.Juteindustrysupports over 300,000workers and over four million farmer families.

Jute industry is dependent on protection provided under Jute Packaging Materials (Compulsory use for Packing Commodities) Act, 1987 (JPMA) under which over 70% of Jute industry's produce is procured by Government agencies for packaging offoodgrains and pulses.

(b) PERFORMANCE:

The Company's Jute Division has reported an EBIDTAof '20.74 crore for fiscal 2023-24 as against '37.16 crore last year. The reason for lower profits is weak demand for fine fabric coupled with increase in capacity for manufacturing of fine fabric by peers.

Pursuing a newlineof business of manufacturing and selling of jute shopping bags, the division has reported sale of '55.32 crore in the financial year 2023-24 as against' 35.05 crore last year. It is expected that this new line of business will grow substantially.

(c) COST AND PROFITABILITY:

During the year, the jute industry entered into an agreement with the Central Trade Unions, and as a result, minimum wages and house rent allowance of workers were revised. This will adverselyaffectthecostofproduction of jute goods.

(d) OUTLOOK:

Sowing of jute crop this year has been poor so far. Further, the crop already sown is also reported to have dried up due to excessive heat. This may result in drop in yield and, in turn, lead to veryhigh rawjute prices.

The increase in cost of manufacturing jute bags has widened the gap between the prices of jute and synthetic bags. If this trend continues, there is a serious concern that packing of many more commodities will shift to synthetic material. This may disrupt demand for the jute industry with significant long termimplications.

Looking to improving its performance, the Jute Division is taking various measures such as reducing dependence on Government orders, increasing presence in food-grade jute bags in various countries, developing new value-added products and designs, including new fabric for shopping bags, curtains,upholsteryetc.

The Division is confident that the above efforts coupled with investments being made currently and those made in the past, will helpmitigatethestructural risksfacing theindustry.

| VINDHYACHALSTEELFOUNDRY_

Vindhyachal Steel Foundry produces iron & steel castings primarily for internal consumption. The total production of castings during the year has been 570.92 Ts. as against 387.70 Ts. in the previous

year. The total sale of castings during the year was 352.27 Ts. (including 321.47 Ts. inter departmental transfer) as against 484.24 Ts. (including 321.04 Ts. inter departmental transfer) in the previous year.

| CAPITALEXPENDITURE_

The details of various Capital Expenditure and Projects of the Company and its Material Subsidiary during the financial year 2023-24areasfollows:

Birla Corporation Limited

• Installation of Alternative Fuel and Resources (AFR) preprocessing unit and new common AFR pre-processing plant at Chanderia unit.

• Upgradation of AFR Feeding system (pre-processing and coprocessing) at Satna unit.

RCCPL Private Limited (Wholly Owned Material Subsidiary Company)

• Installation&Commissioning of Hot Air Recirculation systemof Waste Heat Recovery System (WHRS) atMukutban Plant.

• ClinkercapacityenhancementatMaiharunit(existing line).

• InstallationofAFR pre-processing unit at Maihar unit.

| STRATEGICACQUISITON_

During the financial year, RCCPL Private Limited, wholly owned material subsidiary of the Company acquired the mining rights comprising of 889.760 Hectares at Katni, Madhya Pradesh pursuant to a Tripartite Agreement executed with the Government of Madhya Pradesh and SIMPL Mining and Infrastructure Limited (formerly known as Sanghi Infrastruture M.P. Limited) (hereinafter referredas"SIMPL”).

Further, RCCPL acquired 100% equity shares of SIMPL for a cash consideration of '5155.49 lakhs, pursuant to which RCCPL has obtained control over SIMPL w.e.f. 12th May, 2023 and SIMPL has becomethestepdownwhollyowned subsidiaryoftheCompany.

| ANNUALRETURN_

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, the Annual Return as on 31 st March, 2024 is availableon the Company's website athttps://www.birlacorporation.com/annual-return.html.

COMPOSITION, NUMBER AND DATES OF MEETINGS OF THE BOARD AND COMMITTEES

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2023-24 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings attended by each Director during the financial year 2023-24 are also provided in the

Report on Corporate Governance. The Independent Directors of the Company held a separate meeting during the financial year 2023-24 details of which are also provided in the Report on Corporate Governance.

| DIRECTORS' RESPONSIBILITYSTATEMENT_

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors,tothebestoftheir knowledge and ability,confirmthat:

(a) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed with proper explanation relating to material departures, ifany;

(b) the accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of theCompany attheend ofthefinancialyear2023-24and ofthe profitfortheyearended 31stMarch,2024;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts for the year ended 31st March, 2024, have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that the financial controlsareadequateand areoperating effectively;

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and are adequate and operating effectively.

| PARTICULARS OF LOANS,GUARANTEES ANDINVESTMENTS

Details of loans, guarantees, investments and acquisition covered under the provisions of Section 186 ofthe Companies Act, 2013, are given in the Notes forming part of the Standalone Financial Statements.

| CREDITRATING_

CRISIL has reaffirmed its ratings for Commercial Paper (CP) to the extentof '300croresas“A1 ''.

ICRA has also re-affirmed its rating of “AA” (Outlook revised to Negative) for Long Term Non-Convertible Debentures of the Companyof '250crores.

Further, CARE has reaffirmed its rating on Long Term Facilities as “CARE AA” (Outlook revised to Negative) and “CARE A1 ”/ ”CARE AA” (Outlook revised to Negative) for the Company's Short Term/Long Term Bank facilities aggregating to '1464.48 crores.

The rating Committee of CARE has reaffirmed its rating as“CAREAA” (Outlook revised to Negative) for the outstanding Non- Convertible Debenturesof' 250crores.

India Ratings and Research has reaffirmed “INDAA”(OutlookStable) ratings to Non-Convertible Debentures (unlisted)amounting to' 60 crores outstanding as on date. During the financial year 2023-24, ' 60 crores was repaid as per the repaymentschedule.

Also, '150 crores Non-Convertible Debentures issued at floating rate coupon (listed) have been reaffirmed by India Ratings and Researchas“INDAA” (Outlook Stable) ratings.

| FINANCE_

The Company efficiently manages its surplus funds by investing in debt securities, fixed deposits with banks, financial institutions and companies with high creditworthiness. Funds are also invested in the debt schemes of mutual funds considering safety, liquidity and returns. It monitors the borrowings on a continuous basis for opportunities to refinance or prepay its loans in order to reduce borrowing costsand foreign exchangeexposure.

| CORPORATEGOVERNANCE_

The Board of Directors reaffirm their continued commitment to good Corporate Governance Practices as set out by the Securities and Exchange Board of India ('SEBI'). The Company has complied with the Corporate Governance Code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Aseparatesection on Report on Corporate Governance, along with certificate from the auditors confirming the compliance of conditions of Corporate Governance, is annexed and forms part of theAnnual Report.

| RELATEDPARTYTRANSACTIONS_

All transactions entered with Related Parties during the financial year 2023-24 were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. The transactions are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, duringtheyearunderreview,there were no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) ofthe Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval ofthe Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted, along with a statement giving details of all related party transactions, are placed beforetheAuditCommitteeforits reviewonquarterlybasis.

The Company has adopted Policy on Related Party Transactions as per the requirements oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the same is uploaded on the Company's website and may be accessed at the link https://www.birlacorporation.com/investors/policies/policy-on-related-party-transactions-BCL.pdf.

The details of the transactions with related parties pursuant to IND AS during financial year 2023-24 are provided in the accompanying financial statements.

Transactions with person or entity belonging to the promoter/ promoter group in the Company which hold(s) 10% or more shareholding in the Company have been disclosed in the accompanying financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of the Companies Act, 2013 andRule 8(3) of Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in "Annexure-A", which is annexed heretoandformspartoftheDirectors' Report.

| RISK MANAGEMENT_

The Company's board and management are fully committed to maintain sound risk management systems to safeguard Company and shareholders' interests. The board and senior management of the Company set the tone at the top for proactive and transparent identification and management of risks.

The Board of Directors has formulated a Risk Management Committee ('RMC') to frame, implement and monitor the Risk Management Plan and Policy ('Policy') of the Company and to ensure the adequacy of the risk management systems. The said Policy is also reviewed by the Audit Committee and approved bythe Board from time to time. Robust mechanisms and systems have been put in place to identify and manage the inherent risks in business and strategy, and to monitor the Company's exposure to key risks that could impact the overall strategy and sustainability of the business. The purpose is to identify risks in time which have the potential effect on the Company's business orcorporate standing or growth and manage them by calibrated action.

The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as raw materials and fuel, quality, market, safety, litigation, logistics, community relations, intellectual property, project execution, business continuity plan, financial, human resources, fraud, environment, information technology and statutory compliance.

| AWARDS&RECOGNITIONS_

During the year, the Company has been declared as the Winner of 'Golden Peacock Award for Excellence in Corporate

Governance' for the year 2023. Golden Peacock Awards for Corporate Leadership and Institutional Excellence, over the time, have become a hallmark of excellence, both locally and globally. Golden Peacock Award is the only award which has a meticulously defined and transparent selection criteria and is determined by a highly elaborate and independentassessmentprocess.

Further, during the year the Company has won the Public Relations Society of India (PRSI) National Award 2023 (second prize), for its Warli-artthemed Annual Report 2022-23, at the International Public Relations Festival.

The details of other various awards and recognitions received by various units of the Company during the financial year 2023-24 are as follows:

? Satna Unit received thefollowing award/recognition:

• "5 Star Rating Award" to Sagmania Limestone Mines for FY 2021-22 for scientific, efficient and sustainable mining practices.

• "Platinum Award” in 14th EXCEED Environment Award 2023 undertheEnvironmentPreservation category.

• "Gold Award" in "Apex India Occupational Health & Safety Award 2023" under Cement Sector category by Apex India Foundation,NewDelhi.

? Chanderia Unitreceivedthefollowing award/recognition:

• Gold Award in Cement Sector for outstanding achievement in environment preservation and corporate social responsibility by Sustainable Development Foundation.

• "Apex India Occupational Health & Safety Award 2023 -Platinum Award" under the cement sector category bythe ApexIndiaFoundation.

• "23rd Greentech Environment Award 2023" for outstanding achievements in "Environmental Excellence" category by Greentech Foundation, New Delhi.

• 1 st Prize for Mineral Conservation & 3rd Prize for Publicity and Propaganda during 34th Mines Environment & Mineral conservation WeekbyIndian Bureau ofMines.

? Raebareli Unitreceivedthefollowingaward/recognition:

• "Platinum Award" under Apex India Green Leaf Award for Environment Excellence in the Cement Sector by the Apex India Foundation.

• "Gold Award" under Apex India Occupational Health & Safety Award in Cement Sector by the Apex India Foundation.

| OCCUPATIONAL HEALTH & SAFETY_

The Company recognizes that excellence in Health, Safety and Environment is an ongoing journey and remains committed to

implementing best practices, complying with the national and international standards.

The Health, Safety & Well-being of the employees, subcontractors and all related personnel is paramount.The Company believes that it is critical to protect the health and safety of everyone involved in its operations and to carry out operations in environmentally sustainablemanner.

To strengthen the safety culture, the Company ensures that all hazards and risks are identified, and control measures implemented to reduce risks to as low as reasonably practicable, investigate all incidents and implement corrective & preventive actions. Structural integrity, design safetyand process safetyarewellestablished inthe organization.

The Company gives importance to technological advancement, hence AI enabled cameras are also deployed for improving the safety compliances. QR code based safety inspection of various locations of the plant is done through Boots on Ground Application. Reporting of observations, incidents and action tracking are being donethroughonline platform.

Separate capex is earmarked for safety and health related assets every year and all necessary safety related equipment and disaster managementinfrastructureisbeing putin place.

To get good results in the accident prevention, the Company has included safety programs like Hazard and Operability (HAZOP) study, structured approach and implementation of Risk assessment & control measures, Emergency planning & preparedness, incident investigation and analysis of all major and fatal accidents, Horizontal deployment of learnings from accidents of other industry/ plant etc. Near-miss situation/incident with no injury is accorded serious consideration for planning of preventive measures.

To inspire and energize the employees to change their behavior for better performance and safety attitude, the Company provides various training programmes related to Behavior based safety, Job specific trainings and general awareness safety trainings. Safety leadership/visible felt leadership workshops are being conducted for senior employees atPlantand Corporate Office.

The Company complies with all statutory provisions as required under the Factories Act/ Mines Act. Competent persons carry out compulsory testing/examination of lifting tools, pressure vessels, cranes etc. as per statutory requirement. Safety poster, slogans, SOP, Do's & Don'ts are widely displayed inside the Company's factories-at shop floors, canteen and plant gates to continuously remind everyone about safe working practices and environment so as to inculcate a culture of safety amongst the workers. National Safety Week, Mines Safety Week, Road Safety Week and Fire Service Day celebrations are organized every year with a viewto create and motivate safety consciousness amongst the employees and workmen.

| CORPORATE SOCIAL RESPONSIBILITY_

The Company is actively associated with various social and philanthropic activities undertaken on its own as well as by different Trusts and Societies. As a constructive partner in the communities in which it operates, the Company has been taking concrete action to realize its social responsibility objective. The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from health, education, women empowerment, rural infrastructure development, environmental conservation etc. In the past several decades, the Company has supported innumerable social initiatives in India, touching the lives of lakhs of people positively by supporting environmental and health careprojectsand social,cultural and educational programs.

In compliance with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) Policy for the development of programmes and projects for the benefits of the society and the same has been approved by the CSR Committee and the Board of Directors of the Company. The CSR policy of the Company provides a road mapfor its CSRactivities.The purpose of CSR policy is to devise an appropriate strategy and focus its CSR initiatives and lay down the broad principles on the basis of which the Company will fulfil its CSR objectives. As per the said Policy, the Company continues the strategy of discharging parts of its CSR responsibilities related to social services through various trusts/societies, in addition to its own initiatives and donations made to other non-government organisations. The Company had further streamlined its processes and initiatives to strictly adhere to Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (CSR Rules) notified bytheMinistry of Corporate Affairs. The CSR Policy has been uploaded on the Company's website and may be accessed at the link http://www.birlacorporation.com/ investors/policies/csr-policy.pdf.

Pursuant to the provisions of Section 135 of the Companies Act, 2013and Rules made thereunder, Annual Report on CSR activities in the prescribed format is given in "Annexure - B” which is annexed hereto and forms part of the Directors' Report.

| ENVIRONMENTALSUSTAINABILITY_

The Company is well aware of its responsibility towards sustainable development and environment. Various initiatives are taken for addressing climate change challenges particularly CO₂ reduction and pollution prevention. The carbon foot print of the Company is one among the lowest. Green Product portfolio (blended cement) of the Company is around 85%. Extensive plantation has been done in the factories and mining areas. The Company is water positive through its focused water conservation activities like rainwater harvesting, conservation of water resources like using Air Cooled Condenser instead of water cooled in Captive Power Plants and reusing treated waste water for dust suppression and plantation in sustainableway.

Environment and sustainable development are integral to the Company's business decisions. Emissions (like PM, SO₂ & NO_X) from the Stacks are well within regulatory limits, monitored through online continuous emission monitoring systems. To control NOx, Selective Non-Catalytic Reduction (SNCR) system, a technology used to reduce the level of nitrogen oxides without presence of catalysts, has been installed in both Satna and Chanderia Plants. Measures are also taken for conservation of limestone reserves by optimizing (like blending high grade with lowgrade limestone) the usage of limestone. Water tankers, pumps, rain guns and water spray system have been provided for pressurized spraying to control dust pollution around mining areas and connecting roads. Proper utilization of waste water is being done by using treated wastewater from Sewage Treatment Plants (STP) for dust suppression and plantation. The Company continuously strives for reduction of carbon footprint and Green House Gases emission by using best energy efficient & environment friendly technologies to improve power&thermal efficiency of the plants.

For conservation of water, water harvesting is done in mined out areas. Also roof- top water harvesting and water recharge systems are installed in theplantstoenhance Water Positivity.

The Company has Alternative Fuel and Raw Material Feeding System (AFR) for higher use of alternative fuel on continuous basis at its clinker-manufacturing units, thus reducing consumption of natural resource like Coal. This move ensures availability of alternativefuel throughouttheyearand has resulted in reduction of fuel costs and also helped in reducing the carbon footprint. Municipal waste is also being co-processed in the Kiln. The Company has installed state of the art Pre and Co-Processing facilities at different Units for consistent usage of alternative fuel in Kiln.

The Waste Heat Recovery Systems at all clinker manufacturing plants of the Company uses the hot gases coming out of the preheater and clinker cooler to generate substantial power, thereby reducing Green House Gases (GHG) emissions. Grinding aid is introduced in all the units to improve consumption of fly ash and slag. Further, to protect the environment, the Company has consumed substantial quantity of fly ash during the financial year 2023-24 at various cement plants. The Company has own slag granulation unit at Durgapur to consume optimum quantity of slag in ecofriendly manner. This has resulted in reduction of clinker usage, which in turn reduced GHG emissions at plants, without compromising onthequalityand the strength ofcement.

With a view to promote renewable energy and also to produce energy through cleaner and greener sources, the Company has installed Solar Power Plants at its Integrated Cement Plants. Also, it is sourcing solar power for Raebareli Plant in group captive mode in long term Power PurchaseAgreement(PPA).

Green energy initiative has also been taken in RCCPL Private Limited, wholly owned material subsidiary of the Company. Waste Heat Recovery Systems are installed in Maihar and Mukutban Units,

Solar Power Plants are installed at Maihar and Kundanganj Units in own captive mode. Additional Solar Power Plant has been installed in group captive mode for Kundanganj Unit in long term PPA. Maihar Plant is sourcing Fly Ash through BTAP rail wagon, a special kind of wagon designed to transport powdery materials such as fly ash and alumina,which is mostsustainablemodeoftransportation.

| BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report ("BRSR”) covering disclosures on Company's performance on ESG (Environment, Social and Governance) parameters for financial year 2023-24 forms an integral partofthisAnnual Report.

| DIRECTORSANDKEYMANAGERIALPERSONNEL_

Retirement by Rotation:

Shri Harsh V. Lodha (DIN: 00394094), Director of the Company, retires by rotation at the ensuing Annual General Meeting and beingeligibleoffers himself for reappointment.

Appointment/Retirement/Change in designation/Cessation:

Cessation:

Shri Dhruba Narayan Ghosh (DIN: 00012608) ceased from the position of Non-Executive Independent Director of the Company with effect from 7th November, 2023 due to his sad demise. He was associated with the Company since October, 2007 and played a key role in all Board deliberations. He was a guiding light and mentor to the Company for more than one and a half decades. The Board expresses their heartfelt condolences and places on record its appreciation of ShriGhosh'scontributiontothe Company.

Retirement:

Shri Vikram Swarup (DIN: 00163543), Shri Anand Bordia (DIN: 00679165) and Dr. Deepak Nayyar (DIN: 00348529), Non Executive Independent Directors of the Company, retired as the Members of the Board of Directors of the Company on account of completion of their tenure from the close of business hours from 31st March, 2024. The Board places on record its sincere appreciation for their invaluable support, advice and guidance to the Company and its Managementduring theirtenure, which was immensely valuableto build and drive resilient growth and performance of the Company. Their insightful contributions have played a pivotal role in steering the Company's strategic directionandfostering growth.

Appointment:

The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee approved the appointment of Shri Anup Singh (DIN: 00044804), Smt. Chitkala Zutshi (DIN: 07684586), Smt. Rajni Sekhri Sibal (DIN: 09176377) and Dr. Rajeev Malhotra (DIN: 09824055) as NonExecutive Independent Directors of the Company for a period of 5

(five) consecutive years with effect from the date of declaration of theresultofthePostal Ballot.

Approval of the members by way of Special Resolutions was obtained on 17th March, 2024 (vide Postal Ballot Notice dated 7th December, 2023) for the abovementioned appointments as NonExecutive Independent Directors of the Company for a period of 5 (five) consecutive years with effect from the date of declaration of the resultof the Postal Balloti.e. 19th March, 2024.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company as on 31st March, 2024:

1. Shri Sandip Ghose: Managing Director & Chief Executive Officer.

2. Shri Aditya Saraogi: ChiefFinancial Officer.

3. Shri ManojKumarMehta: Company Secretary&Legal Head.

| DECLARATION BY INDEPE NDE NT DIRECTORS_

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, as amended.

Further, declaration has been received from all the Independent Directors confirming compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, regarding the requirement relating to enrollment in the Data Bank maintained with the Indian Institute of Corporate Affairs ('IICA').

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In terms of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, had formulated a Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, fixed and variable components in the remuneration package, guidelines for remuneration to Executive Directors and Non-

Executive Directors, criteria for identification of the Board Members and appointmentofSeniorManagement.

The criteria for identification of the Board Members, including those for determining qualification, positive attributes, independence etc.issummarilygiven hereunder:

• A Director should possess high level of personal and professional ethics, integrity andvalues.They should be able to balance the legitimate interest and concerns of all the Company's stakeholders in arriving at decisions, rather than advancing the interests of a particularconstituency.

• A Director must be willing to devote sufficient time and energy in carrying outtheirduties and responsibilities effectively.They must have the aptitude to critically evaluate management's working as part of a team in an environment of collegiality and trust.

• For every appointment of an Independent Director, the Committee shall evaluate the skills, knowledge, expertise and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended for such role shall meetthe description.

• In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievements. Factors like eligibility criteria,independence,term andtenure of aDirector should be in accordance with the provisions of the Act and the Listing Regulations forthe time beingin force.

• The Committee evaluates each individual with the objective of having a group that best enables the success of the Company's business and achieveits objectives.

The Nomination and Remuneration Policy as approved bythe Board is uploaded on the Company's website and may be accessed at the link https://www.birlacorporation.com/investors/nomination-and-remuneration-policy.pdf

The Managing Director of the Company have not received any remunerationorcommissionfromanyof its subsidiaries.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUALDIRECTORS_

The Nomination and Remuneration Committee pursuant to the powers delegated to it by the Board, has carried out an annual evaluation of the performance of the Board, the Directors individually as well as the evaluation of the functioning of various Committees based on the criteria for performance evaluation forming partofthePerformance Evaluation Policy of the Company.

Forthe purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Independent Directors; Non-Independent Chairman and Non-Independent NonExecutive Directors;and Executive Directors.

The criteria for evaluation include factors such as engagement, strategic planning, vision and direction for growth and development, team spirit and consensus building, effective leadership, domain knowledge, ensuring best practices in governance, financial management and operations, contributions towards achieving short term and long term goals of the Company and roadmap for achieving them, management qualities, team work abilities, result/achievements, understanding and awareness, leadership qualities, motivation/commitment/diligence, integrity/ ethics/valuesand openness/ receptivity.

The Independent Directors of the Company in its separate meeting held during the year reviewed the performance of NonIndependent Directors and Board as a Whole and Chairman of the Company taking into account the views of Executive Directors and Non-ExecutiveDirectors.

Further, the performance evaluation of Independent Directors of the Company was done by the entire Board, excluding the Independent Director being evaluated.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, RCCPL Private Limited, material wholly owned subsidiary of the Company has acquired control over SIMPL Mining & Infrastructure Limited (Erstwhile Sanghi Infrastructure M.P. Limited) on 12th May, 2023. Accordingly, SIMPL Mining & Infrastructure Limited has become step down wholly owned subsidiaryoftheCompany.

Apart from the above, as on 31st March, 2024, the Company has 6 (Six) subsidiary companies namely, RCCPL Private Limited, Lok Cement Limited, Talavadi Cements Limited, Birla Jute Supply Company Limited, Budge Budge Floorcoverings Limited, Birla Cement (Assam) Limited and M.P. Birla Group Services Private Limited and 2 (Two) step down whollyowned subsidiary companies namely, AAA Resources Private Limited and Utility Infrastructure & Works Private Limited.

2 (Two) subsidiary companies, namely Thiruvaiyaru Industries Limited and Birla Corporation Cement Manufacturing PLC, Ethiopia, are under the process of voluntary winding up. In view of the aforesaid, these subsidiaries have not been considered in preparing the Consolidated Financial Statements.

During the year, no Company has ceased to be the Company's Subsidiaries,Joint Venture or AssociateCompany.

The “Policy on 'Material' Subsidiary” is available on the Company's website and may be accessed at the link https://www.birlacorpora tion.com/investors/policies/policy-on-material-subsidiary.pdf.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures in Form AOC-1

forms part of the consolidated financial statement and hence not repeated here for the sake of brevity. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the Annual Financial Statements of each of the Subsidiaries are available on the Company'swebsiteatwww.birlacorporation.com.

| DEPOSITS_

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,COURTS ANDTRIBUNALS

Nosignificantand material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operationsin future.

The Division Bench of the Hon'ble High Court at Calcutta, while disposing of the various appeals filed from the judgment and order dated 18th September, 2020 passed by the Hon'ble Single Bench, vide its judgment and order dated 14th December, 2023 passed in APO No. 92 of 2020 and other connected appeals has clarified that the Estate of Priyamvada Devi Birla (PDB) comprised only of shares/assets mentioned in the affidavit of assets filed in the testamentary suit (T.S. No. 6 of 2004) arising out of the last Will and Testament dated 18th April, 1999 (a registered instrument) of Priyamvada Devi Birla. The rights and powers of the Joint Administrator Pendente Lite (APLs) appointed over the Estate of PDB is restricted only to the assets comprised in the Estate of PDB and nothing further. The defendants in the testamentary suit have filed Special Leave Petitions against the aforesaid judgment and order dated 14th December, 2023. Leave has been granted by the Hon'ble Supreme Court to file the Special Leave Petitions. No order of stay of the judgment and order dated 14th December, 2023 or any interim order has been passed in the said Special Leave Petitions.

It is pertinent to mention here that the Estate of Priyamvada Devi Birla holds only 1260 shares (0.001 %)in the Company.

| INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY

The Company has in place adequate internal control systems and procedures which are commensurate with its size and nature of business. The objective of these procedures are to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance with statutes, corporate policies and procedures.

Internal Audit is conducted periodically across all locations by Chartered Accountant/ Audit firms who verify and report on the efficiency and effectiveness of internal controls. The adequacy of internal control systems are reviewed by the Audit Committee of the Board periodically.

| INTERNALFINANCIALCONTROLSYSTEM_

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economicaland efficient use of resources.

The controls were tested during theyear and no reportable material weaknesses eitherin theirdesign oroperations were observed.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business and adherence to the Company's policies, prevention and detection of frauds and errors, accuracy in the record-keeping and timely preparation of reliable financial information.

The Internal Auditors continuously monitor the efficacy of Internal Financial Control System with the objective of providing to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management measures with regard tothe Internal Financial Control System.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the Internal Financial Control System laid down by the management. The Statutory Auditors in its report have expressed an unmodified opinion on the adequacy and operating effectiveness of the Internal Financial Control System over financial reporting.

| VIGIL MECHANISM/WHISTLE BLOWER POLICY_

The Company has adopted a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy, if any. The Policy also provides for the requisite checks, balances and safeguards to ensure no employee is victimized who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The Policy also provides mechanism for reporting of instances of leak or suspected leak of Unpublished Price Sensitive Information in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Vigil Mechanism/Whistle Blower Policy has also been uploaded on the website of the Company at www.birlacorporation.com.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES_

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-C" which is annexed hereto and forms partof the Directors' Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and

Statutory compliances related to labour laws have been followed withdue emphasis.

Suspension of Operation continues at Soorah Jute Mills, Birlapur and BirlaVinoleum,Birlapur.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

In order to provide women employees with a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a Policy on Prevention of Sexual Harassment of Women at the Workplace. The said Policy has been uploaded on the internal portal of the Company for information ofall employees.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Internal Complaints Committee comprises of three employees and one outside member. One of the Senior female employee of the Company is the Presiding Officer of the said Committee.

No complaint pertaining to sexual harassment of women employees from any of the Company's locations was received during the financial year ended 31 st March, 2024 and no cases are pending to be disposed during the financial year ended 31st March, 2024.

| AUDITORS&AUDITORS' REPORT_

StatutoryAuditors:

M/s. V. Sankar Aiyar & Co., Chartered Accountants were reappointed by the members of the Company at the 102nd Annual General Meeting held on 27th September, 2022, as the Statutory Auditors of the Company for the second termof 5 (Five) consecutive years to hold office from the conclusion of the 102nd Annual General Meeting till the conclusion of the 107th Annual General Meetingof the Company to beheld intheyear2027.

The Auditors' Report and notes to the financial statements are selfexplanatory and therefore do not call for any further comments/explanation.

Cost Recordsand Cost Aud itors:

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and accordingly, such accounts and records are made and maintained bytheCompany.

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Shome & Banerjee, (Firm Registration No. 000001), Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25 for auditing the cost

records of the Company relating to manufacture of cement, jute goods and steel products including other machinery and mechanical appliances.

As required under Section 148(3) of the Companies Act, 2013, the remuneration payable to the Cost Auditors, as approved by the Board, is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice oftheensuing Annual General Meeting.

M/s. Shome & Banerjee has confirmed that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) and all other applicable provisions of the Companies Act, 2013 and their appointment meets the requirements of Section 141 (3)(g) of the Companies Act, 2013. They have further confirmed their independent status and arm's length relationshipwith the Company.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs withinthestipulated timeperiod.

SecretarialAuditors:

The Board of Directors on the recommendation of the Audit Committee had appointed M/s. Mamta Binani & Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31 st March, 2024 is given in "Annexure - D" which is annexed hereto and forms part of Directors' Report. The Reportis self-explanatory anddonot call for any comments.

Further, the Board on the recommendation oftheAuditCommittee has appointed M/s. Mamta Binani & Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year2024-25.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report submitted by the Secretarial Auditor of RCCPL Private Limited, a material subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given in "Annexure - E" which is annexed hereto and forms part of Directors' Report.

There are no audit qualifications, adverse remarks or disclaimer in the respective reports of the Statutory Auditors and Secretarial Auditorsfortheyear under review.

None of the Auditors of the Company has reported any fraud as specified underSection 143(12) oftheCompaniesAct,2013.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status asattheend ofthefinancialyearis not applicable.

| DIFFERENCE IN VALUATION_

There was no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) of Companies (Accounts) Rules, 2014,asamended,donotarise.

| COMPLIANCE WITH SECRETARIAL STANDARDS_

During the financial year, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia.

| CAUTIONARYSTATEMENT_

Statements in this Report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable laws or regulations. Actual results could however differ materially from those expressed or implied. Important factors tha t could make a difference to the Company's operations include global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost & availability, transportation costs, changes in Government regulations and tax structure, economic developments within India

and in the countries with which the Company has business contacts and other factors such as litiga tion and industrial rela tions.

| APPRECIATION_

The Directors would like to express their sincere appreciationfor the assistance and co-operation received by the Company from the Government of India, State Governments, Financial Institutions, Banks,Dealers,Customers,Vendorsand Stakeholders.

Inspired by a vision, driven by values and powered by internal vitality, the Directors look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.