Birla Corporation Ltd Directors Report

To the Members

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.TheManagementDiscussionandAnalysis also formsa partofthis Report.

FINANCIALPERFORMANCE

The financial performance of the Company (Standalone and Consolidated) for the financial year ended 31st March, 2024 and its comparison withthepreviousyearissummarisedbelow:

(Rs. in Crore)

		STANDALONE				CONSOLIDATED
PARTICULARS	31.03.2024		31.03.2023		31.03.2024		31.03.2023
Revenue from Operations (Gross)		5696.75		5441.19		9662.72		8682.27
Total Income		5767.76		5543.61		9748.29		8795.32
Profit before Finance Costs, Tax,		614.38		368.12		1523.17		885.06
Depreciation, Amortization, Minority
Interest and Exceptional items
Finance Costs		111.12		107.00		371.71		338.72
Profit before Tax, Depreciation, Amortization,		503.26		261.12		1151.46		546.34
Minority Interest and Exceptional items
Depreciation and Amortization Expense	213.69		187.31		578.31		509.88
Exceptional items	(6.78)		25.46		(6.78)		(6.65)
Tax Expense (Net)	98.24	305.15	2.95	215.72	159.37	730.90	2.61	505.84
Profit for the year		198.11		45.40		420.56		40.50
Profit for the year attributable to		-		-		-		-
non-controlling interest
Profit for the year attributable to		198.11		45.40		420.56		40.50
owner of the Parent
Re-measurement of the defined benefit		1.26		(0.29)		7.62		(2.84)
plans (net of tax expenses)
Total Surplus during the year		199.37		45.11		428.18		37.66
Surplus as per the last Financial Statements		1047.48		1079.38		1786.16		1825.51
Appropriations:
Dividend paid on Ordinary Shares		19.25		77.01		19.25		77.01
Transfer of Revaluation Gain pertaining to		(0.04)		-		(0.04)		-
Freehold Land compulsorily acquired by
the Government Authorities
Net Surplus		1227.64		1047.48		2195.13		1786.16

FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

The Companys full-year consolidated revenue was at Rs.9,748.29 crore, which represents an increase of 10.83% over the consolidated revenue of Rs.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 Rs.420.56 crore from Rs.40.50 crore in the previous year.EBIDTAforthe yeargrew 72% to Rs.1,523.17croreversus Rs.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 overallcost efficienciesin power, fuel, logisticsandoverheads.

DIVIDEND

The Board is pleased to recommend a dividend of Rs.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 Rs.77.01 crores. The dividend recommended is in accordance with the Companys 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 framedthereunder.

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 yearended31stMarch, 2024.

SHARECAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2024 stood at Rs.77.01 crores comprising of 7,70,05,347 Ordinary Shares of Rs.10each.During the year,theCompany neither hasissued 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 sharesof theCompany.

DEBENTURES

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

FINANCIALSTATEMENTS

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 andfair manner, the formand substance of transactions and reasonably present the Companys 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 partof this Report.

MATERIALCHANGESANDCOMMITMENTS

No material changes and commitments which could affect the financial position of the Company have occurred between the end ofthefinancial year2023-24anddateofthis Report.

KEYFINANCIALRATIOS

The key financial ratios of the Company showing financial performance forthe financial yearended31st March, 2024 are given herein below:

Sl. No.	Financial Ratios	STANDALONE		CONSOLIDATED
		2023-24	2022-23	2023-24	2022-23
1.	Debtors Turnover	24.21	23.92	25.67	27.18
2.	Inventory Turnover	7.97	7.91	9.35	9.04
3.	Interest Coverage Ratio *	5.59	3.20	4.12	2.63
4.	Current Ratio	1.21	1.34	1.18	1.29
5.	Debt Equity Ratio	0.18	0.23	0.67	0.87
6.	Operating Profit Margin (%) **	9.68%	4.95%	15.17%	9.07%
7.	Net Profit Margin (%)**	3.53%	0.85%	4.44%	0.48%
8.	Return on Net Worth (%)**	3.54%	0.88%	6.30%	0.68%

* Interest Coverage Ratio was higher for the year ended 31st March, 2024 due to increase in EBIDTA ascompared to last year.

** Operating Profit Margin, Net Profit Margin and Return on Net Worth are higher for theyear ended 31stMarch, 2024 dueto higher profitability.

CHANGE INNATUREOF BUSINESS

There has been no change in the nature of business of the Company duringthefinancial year2023-24.

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 Companys 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 demandforhousing.

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 Rs. 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 secondhalfof thefinancial year.

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 tooareexpectedtoreduce.

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

(b) REVIEWOF OPERATIONSANDPERFORMANCE:

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 subduedrealization.

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 atthat time.

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 forthelastquarter of FY2023-24 was97%, thehighest ever, andforthefullyear,it was89%as against81%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 perton for the full year fell marginally, from Rs.5,216 to Rs.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 Rs.664 in the first quarter to Rs.964 in the last quarter. For the full year, EBIDTA per ton at Rs.808 represents a year-on-year growth of 69.04%.

The Companys total borrowings at the end of March were at

Rs. 3,769.73 crore compared with Rs.4,349.66 crore a year earlier.

Interestcostforthe March quarterofFY 2023-24 was7.91%.

ProductionoftheCompany(Standalone):

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

Particulars	2023-24	2022-23	Change %
	(Lakh Tons)	(Lakh Tons)
Clinker production	61.11	56.80	7.59%
Cement production	96.20	91.52	5.11%

Production of RCCPL Private Limited (RCCPL), wholly ownedmaterialsubsidiaryoftheCompany:

The details of production of clinker and cement of RCCPL are as follows:-

Particulars	2023-24	2022-23	Change %
	(Lakh Tons)	(Lakh Tons)
Clinker production	53.56	43.99	21.75%
Cement production	82.03	68.64	19.51%

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 from90.43lakhtons inthe previous year.

RCCPL has sold 81.84 lakh tons of cement during financial year 2023-24comparedwith 67.97lakh tons inthepreviousyear.

PowerPlant:

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

Particulars	2023-24	2022-23	Change %
	(Lakh Units)	(Lakh Units)
Thermal Power Plant	3677.11	711.40	416.88%
WHRS	1285.68	1183.73	8.61%
Solar Power	201.51	113.68	77.26%

CostandProfitability:

The Companys power and fuel costs declined 23.79% from last year to Rs.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

Rs. 1,282perton.

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 as against351,565tons 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 Rs.41.48 per ton of production and gross savings of Rs.66.18 crore for the full year. Project Shikhar remains a work-in-progress, and will lead to further improvementinefficiencyandsavings.

The Companys 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 anestimatedindustry average of 300-350basispoints*.

MarketingInitiatives:

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 plants capacity utilization had stabilized at 68% with dispatches reaching a steady state of 2.24 lakh tons per month. The Companys 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 Companys superpremiumbrand Rakshak has gained acceptance in Uttar Pradesh, Madhya Pradesh and has also beenlaunchedinMaharashtra.

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 andchannelengagement.

ITandDigitalInitiatives:

The Companys 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 andHRmanagement.

Keyinitiatives include: ??CloudbasedCRMsystem ??IntegratedLogistics Management System ??InfluencerProgramme ??Plant Maintenance

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

??Integrated Business Planning

??Safety.

ImprovisingCloudOptimization:

Enhancing and optimizing the use of Microsoft Azures cloud services to meet specific needs and requirements of the Companymore efficiently.

ImprovisingPlantMaintenanceActivitythroughBarcode:

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

IntegratedLogisticsManagementSystem(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 integratedmanufacturingunit.

ITSecurityMeasures:

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

DigitalSafetyMeasure:

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).

HumanResourceManagementSystem:

The Companyhas implementeda 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 experienceanddrive organizational efficiency.

MiningOperationsatChanderia:

The Mining Operations through blasting atthe Chanderia plant has been suspended since August, 2011 owing to the Order of Jodhpur High Court (Rajasthan), which was challenged by the Company before the Honble 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 Honble 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 andits 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 Honble 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 lease in accordance with law. The Honble 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 Honble 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 Companys limestone reserves is located at a distancebeyondfive kilometerradius.

(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 Indias economy will continue to grow at a compounded annual rate of 6.7% and reach the $7 trillion mark by 2031, whichwillmake the country theworldsthirdlargest 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

Rs.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 industrialandinfrastructure 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 the costofoperating profitmargin.

Keeping in mind the projected growth in the economy and cement consumption, the Company has started doing its groundwork forits nextphase ofgrowth to scale up production capacityfrom20MTto25MToverthe next two years.

*Estimates ofCRISILMarketIntelligence andAnalytics.

Allfiguresstatedinthe Directors Reportare consolidatedfigures 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 the State.Jute industrysupports over300,000workers andover fourmillion farmerfamilies.

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 industrys produce is procured by Government agencies for packaging offoodgrains andpulses.

(b) PERFORMANCE:

The Companys Jute Division has reported an EBIDTA of Rs.20.74 crore for fiscal 2023-24 as against Rs.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 new line of business of manufacturing and selling of jute shopping bags, the division has reported sale of Rs.55.32 crore in the financial year 2023-24 as against Rs.35.05 crore last year. It is expected that this new line of business will grow substantially.

Production&Dispatch
PARTICULARS	2023 -24	2022 -23	CHANGE %
Production of
Jute Goods (MT)	33679.50	34908.23	(3.52)
Dispatches of
Jute Goods (MT)
a) Domestic	31367.45	30138.07	4.08
b) Export	2777.28	3916.55	(29.09)
Sales

 

PARTICULARS	2023 -24	2022 -23
	Rs. in Lakhs	Rs. in Lakhs
Net Sales
a) Domestic	35542.82	35189.84
b) Export	5605.09	8053.64
FOB Value	5536.55	7793.47

(c) COSTANDPROFITABILITY:

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 adverselyaffectthe costofproduction 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 mayresult in drop in yieldand, in turn, lead to veryhighrawjute 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 helpmitigate thestructuralrisksfacing 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 2023-24areas follows:

BirlaCorporationLimited

??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 co-processing)at Satna unit.

RCCPL Private Limited (Wholly Owned Material Subsidiary Company)

??Installation & Commissioning of Hot Air Recirculation system of WasteHeatRecovery System(WHRS)atMukutban Plant.

??ClinkercapacityenhancementatMaiharunit(existing line).

??InstallationofAFRpre-processingunitatMaiharunit.

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 Rs.5155.49 lakhs, pursuant to which RCCPL has obtained control over SIMPL w.e.f. 12th May, 2023 and SIMPL has becomethestepdownwhollyownedsubsidiaryof theCompany.

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 31st March,2024is availableon the Companys website athttps://www.birlacorporation.com/annual-return.html.

COMPOSITION, NUMBER AND DATES OF MEETINGS OF THE BOARDANDCOMMITTEES

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 helda separate meeting during the financial year 2023-24 details of which are also provided in the Report on Corporate Governance.

DIRECTORSRESPONSIBILITYSTATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors,tothe bestoftheirknowledge andability,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 the Company at the end of the financial year2023-24and of the profitfortheyearended31stMarch,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 of the Company and for preventing and detecting fraud andotherirregularities;

(d) the annual accounts for the year ended 31st March, 2024, have beenpreparedona going concern basis;

(e) proper internal financial controls were in place and that the financial controlsareadequateandare operating effectively;

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

PARTICULARSOFLOANS,GUARANTEESANDINVESTMENTS

Details of loans, guarantees, investments and acquisition covered under the provisions of Section 186 of the 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 Rs.300croresas "A1+".

ICRA has also re-affirmed its rating of "AA" (Outlook revised to Negative) for Long Term Non-Convertible Debentures of the Companyof Rs.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 Companys Short Term/Long Term Bank facilities aggregating to Rs.1464.48 crores.

The rating Committee of CARE has reaffirmedits rating as "CAREAA" (Outlook revised to Negative) for the outstanding Non- Convertible Debenturesof Rs.250crores.

India Ratings andResearch has reaffirmed " IND AA" (Outlook Stable) ratings to Non-Convertible Debentures (unlisted)amounting to Rs.60 crores outstanding as on date. During the financial year 2023-24,

Rs. 60crores wasrepaidaspertherepaymentschedule.

Also, Rs.150 crores Non-Convertible Debentures issued at floating rate coupon (listed) have been reaffirmed by India Ratings and Researchas " IND AA" (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 costsandforeign 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. A separatesection 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 the Annual Report.

RELATEDPARTYTRANSACTIONS

All transactions entered with Related Parties during the financial year 2023-24 were on an arms 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) of the 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 of the 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 beforetheAuditCommittee foritsreviewonquarterlybasis.

The Company has adopted Policy on Related Party Transactions as per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the same is uploaded on the Companys 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 financialstatements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGSANDOUTGO

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 andOutgo are given in "Annexure-A", which is annexedheretoandformspartof theDirectors Report.

RISK MANAGEMENT

The Companys 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 andmanagement 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 reviewedby the Audit Committee andapprovedbythe 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 Companys 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 Companys business orcorporate standing or growthandmanage themby calibratedaction.

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 andindependentassessmentprocess.

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 receivedthefollowing 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 2023underthe EnvironmentPreservation 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 by the ApexIndiaFoundation.

??"23rd Greentech Environment Award 2023" for outstanding achievements in "Environmental Excellence" categoryby GreentechFoundation, New Delhi.

??1st Prize for Mineral Conservation & 3rd Prize for Publicity and Propaganda during 34th Mines Environment & Mineralconservation WeekbyIndian BureauofMines.

??Raebareli Unitreceivedthe followingaward/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.

OCCUPATIONALHEALTH&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 internationalstandards.

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 andimplement corrective & preventive actions. Structural integrity, design safetyandprocess safetyarewellestablishedinthe 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 managementinfrastructure isbeing putinplace.

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 forsenioremployees atPlantandCorporate 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, Dos & Donts are widely displayed inside the Companys 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 view to create and motivate safety consciousness amongst the employees and workmen.

CORPORATESOCIALRESPONSIBILITY

The Company is actively associated with various social and philanthropic activities undertaken on its own as well as by different Trusts andSocieties. 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 careprojectsandsocial,cultural andeducationalprograms.

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 roadmapforits 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 by the Ministry of Corporate Affairs. The CSR Policy has been uploaded on the Companys 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, 2013andRules made thereunder, Annual Report on CSR activities in the prescribed format is given in " Annexure - B" which is annexed heretoandforms partof the DirectorsReport.

ENVIRONMENTALSUSTAINABILITY

The Company is well aware of its responsibility towards sustainable development and environment. Various initiatives are taken for addressing climate change challenges particularly CO 2 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 Companys business decisions. Emissions (like PM, SO & NO ) from he 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 low grade 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 installedin theplantstoenhance WaterPositivity.

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 throughoutthe yearandhas resultedin 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 onthe qualityandthe 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 termPowerPurchaseAgreement(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 andalumina,which ismostsustainablemodeoftransportation.

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 Companys performance on ESG (Environment, Social and Governance) parameters for financial year 2023-24 forms an integralpartof thisAnnual 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 forreappointment.

Appointment/Retirement/Changeindesignation/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 ShriGhoshscontributiontothe 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 their tenure, which was immensely valuable to build and drive resilient growth and performance of the Company. Their insightful contributions have played a pivotal role in steering the Companys 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 Non-Executive Independent Directors of the Company for a period of 5

(five) consecutive years with effect from the date of declaration of the resultof thePostal 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 Non-Executive Independent Directors of the Company for a period of 5 (five) consecutive years with effect from the date of declaration of the resultof thePostal Balloti.e. 19thMarch, 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: ChiefFinancialOfficer.

3. Shri ManojKumarMehta: Company Secretary& Legal Head.

DECLARATIONBYINDEPENDENTDIRECTORS

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.

COMPANYS 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 RemunerationPolicy.

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 andappointmentof SeniorManagement.

The criteria for identification of the BoardMembers, including those for determining qualification, positive attributes, independence etc. is summarilygiven hereunder: ??A Director should possess high level of personal and professional ethics, integrity andvalues. They shouldbe able to balance the legitimate interest and concerns of all the Companys 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 out theirduties andresponsibilities effectively. They must have the aptitude to critically evaluate managements 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 Companys business dynamics, global business, social perspective, educational and professional background and personal achievements. Factors like eligibility criteria, independence, term andtenure of a Director shouldbe 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 Companys business andachieveits objectives.

The Nomination andRemuneration Policy as approvedbythe Board is uploaded on the Companys 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 formingpartof thePerformance EvaluationPolicy of the Company. For the 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 Non-Executive Directors;andExecutive 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/valuesandopenness/ receptivity.

The Independent Directors of the Company in its separate meeting held during the year reviewed the performance of Non-Independent 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 Directorbeing 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 Limitedand2 (Two) step down whollyowned subsidiary companies namely, AAA Resources Private Limited and Utility Infrastructure & Works Private Limited.

2 (Two) subsidiary companies, namely Thiruvaiyaru Industries Limitedand 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 ConsolidatedFinancialStatements.

During the year, no Company has ceased to be the Companys Subsidiaries,Joint Venture orAssociateCompany.

The "Policy on Material Subsidiary" is available on the Companys 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 Companyswebsiteatwww.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, 2013andthe Rules framedthereunder.

DETAILS OF SIGNIFICANT ANDMATERIALORDERS PASSEDBY THE REGULATORS, COURTSANDTRIBUNALS

Nosignificant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companysoperationsin future.

The Division Bench of the Honble High Court at Calcutta, while disposing of the various appeals filed from the judgment and order dated 18th September, 2020 passed by the Honble 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 Honble 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 1260shares (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 Companys resources, accuracy in financial reporting and due compliance with statutes, corporate policies andprocedures.

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 Boardperiodically.

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 economicalandefficientuse of resources.

The controls were tested during the year 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 Companys 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 organizations risk management measures with regardtothe 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.

VIGILMECHANISM/WHISTLEBLOWERPOLICY

The Company hasadopteda Vigil Mechanism/WhistleBlowerPolicy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys 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 suspectedleak of UnpublishedPrice 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 MANAGERIALPERSONNELANDEMPLOYEES

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 isannexedheretoandforms partof the DirectorsReport.

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

Remuneration of Managerial Personnel) Rules, 2014, a statement comprising the names of top 10 (ten) employees in terms of remuneration drawn and every person employed throughout the year, who were in receiptof remuneration exceeding the prescribed limit, formspartoftheDirectors Report.

The above Annexure is not being sent along with this Annual Report to the Members of the Company. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office/Corporate Office of the Company. In terms of the provision of Section 136 of the Companies Act, 2013, the aforesaid Annexure is also available for inspection by Members at the Registered Office/ Corporate Office of the Company 21 days before and up to the date of the ensuing Annual General Meeting duringthebusiness hours on workingdays.

HUMANRESOURCESANDINDUSTRIALRELATIONS

Employees are the core strength of the Company. The Company continues to focus on creating the right workplace environment that provides opportunities for employees to improve their performance. We have adopted the methodology of setting Objectives and Key Results (OKRs) for aligning our employees with business goals and strategies. This OKR methodology has promoted transparency, alignment, and accountability within the organization, helping everyone to work towards common objectives with measurable results. Our collaboration with GetJOP, a cloud-based OKR management platform, has enabled high performance andhelpedinachieving critical businessgoals.

HR Policies have been harmonized with special focus on harmonizing compensation andbenefits for all employees in similar grades. Robust and up to date Human Resource (HR) Policies are in place for proper evaluation of performances, which is the key to building future leaders.

HR functions in the organization have witnessed a paradigm shift and evolved to bring together modern day practices with proper use of technology and automation. There has been continuous effort to improve HR service delivery with proper use of DarwinBox, a SaaS-basedplatform, for HRprocesses such as Leave &Attendance management, Payroll, Work Flows, Recruitment and Learning & Development. This had a profound impact on the morale and motivation of the employeeswhoare the prime movers.

There is a well-calibrated mechanism to reward meritocracy. Learning and Development (L&D) initiatives for employees are geared to enable all-round performance, both as individuals and as teams. Our L&D module in DarwinBox, MP Birla Academy, has been launched to empower employees with up-skilling and continuous capability building with various training modules and smart quizzes.

Encouraging cordial working relation and maintaining good industrial relations have been the philosophy and endeavour of the HR Department. Industrial relations remained harmonious at all the offices and establishments of the Company throughout the year.

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

Suspension of Operation continues at Soorah Jute Mills, Birlapur andBirla Vinoleum,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 informationofall 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 Companys locations was received during the financial year ended 31st March, 2024 and no cases are pending to be disposed during the financial year ended 31st March, 2024.

AUDITORS&AUDITORSREPORT

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 secondtermof 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 beheldinthe year2027.

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

Cost RecordsandCost Auditors:

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 maintainedbytheCompany.

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 AnnualGeneral 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 armslength relationshipwiththe Company.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairswithinthestipulatedtimeperiod.

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 31st March, 2024 is given in "Annexure - D" which is annexed hereto and forms part of Directors Report. The Reportis self-explanatory anddonot call forany comments.

Further, the Board on the recommendation of the Audit Committee 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 Auditorsforthe yearunderreview.

None of the Auditors of the Company has reported any fraud as specifiedunderSection 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 as atthe endof thefinancial yearis not applicable.

DIFFERENCEINVALUATION

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.

COMPLIANCEWITHSECRETARIALSTANDARDS

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 Companys 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 fromthose expressedor implied. Importantfactors that couldmake a difference to the Companys operations include global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost& availability, transportationcosts, changes in Government regulations and tax structure, economic developments within India and in the countries with which the Company has business contacts andotherfactorssuchas litigationandindustrialrelations.

APPRECIATION

The Directors wouldlike to express theirsincere appreciationforthe assistance and co-operation received by the Company from the Government of India, State Governments, Financial Institutions, Banks,Dealers,Customers,VendorsandStakeholders.

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