Dear Members,
Your Directors are pleased to present the 36th Annual Report of the Company along with the Audited Financial Statements, both Standalone and Consolidated, for the financial year ended March 31, 2025.
Financial Highlights
The results for the financial year ended March 31, 2025, and March 31, 2024, are as under:
(Rs. in Crores)
Particulars |
Standalone | Consolidated | ||
31-Mar-25 | 31-Mar-24 | 31-Mar-25 | 31-Mar-24 | |
Revenue from operations | 12441.96 | 11,170.89 | 12741.32 | 11,431.29 |
Profit before finance cost, depreciation and tax |
1409.85 | 1,055.38 | 1472.40 | 1,089.22 |
Profit before tax | 858.29 | 671.10 | 909.41 | 698.74 |
Profit after tax | 566.53 | 426.25 | 604.27 | 447.10 |
Share of profit/(loss) of joint venture | - | - | - | - |
Non-controlling interest | - | - | - | - |
Other comprehensive income (after tax) | (5.55) | (7.16) | (5.53) | (7.71) |
Total comprehensive income (after tax) | 560.98 | 419.09 | 598.74 | 439.39 |
Basic/Diluted - EPS (Rs. per equity share) | 36.33 | 27.33 | 38.75 | 28.67 |
Other equity | 6989.49 | 6,545.23 | 6972.78 | 6,490.75 |
STATE OF COMPANYS AFFAIRS/PERFORMANCE
In the current financial year, the Company witnessed improved financial performance driven by higher volumes and robust realizations in the Chemicals-Vinyl and Shriram Farm Solutions segments. Our business segments of Sugar and Ethanol and Fenesta Building Systems also contributed to revenue growth but witnessed margin pressures.
The Chemicals and Vinyl segment reported an increase in earnings driven by higher volumes led by capacity additions and better margins supported by higher realisation and lower cost, mainly due to efficiencies achieved from newly commissioned power plant and lower prices of energy and carbon material. The earnings of the Sugar and Ethanol business were impacted by reduced margins on account of higher cane prices (SAP) and lower recovery due to climatic conditions, partially mitigated by higher realizations. Fenesta witnessed margin pressure due to an increase in fixed expenses towards enhancing capabilities and higher promotional expenses, whereas Shriram Farm Solutions earning improved driven by higher volumes. Bioseed businesses witnessed a significant improvement in earnings led by higher margins.
The Companys total revenue from operations at a standalone level stood at Rs. 12,442 Crores in FY25 vs. Rs. 11,171 Crores last year. Chemicals and Vinyl business reported a revenue increase of about 24% driven by higher volumes and better realizations. Sugar and Ethanol business went up by 4% led by higher realizations of Sugar and higher DDGS sales. The Fenesta Building Systems business registered a growth of 5%, driven by volumes, while the Shriram Farm Solutions business registered a 21% growth, and the Bioseed India business registered a 18% growth in revenue. The Fertilizer business witnessed a decline of about 4%, led by lower gas prices, which is a pass-through.
Profit before depreciation, interest and tax at Rs. 1410 Crores, up ~34% over last year. On a consolidated basis, it was up about 35%. The growth
was mainly on account of ~187% increase in the PBDIT of Chemicals and Vinyl segment primarily due to higher volumes and realisations supported by reduced energy costs and a 27% increase in the PBDIT of SFS business led by higher volumes. The Bioseed India PBDIT improved significantly, up by 236%, driven by better margins. The Fertilizer business recorded an increase of ~31% in PBDIT, mainly due to fertilizer arrears received in FY25. Other businesses recorded a decline in PBDIT majorly due to increased input cost, partially set off by improved realizations. The Sugar and Ethanol business was down by 21%, and Fenesta Building Systems business was down by ~9%. Cement business also registered a decline in PBDIT, led by lower realisations.
Overall PBDIT margins increased to ~12% from ~10% last year.
Net Profit on a standalone basis for FY25 was higher by 33% to Rs. 567 Crores from Rs. 426 Crores in FY24. It was up by ~35% on a consolidated basis. Net Debt (consolidated) as on March 31, 2025 stood at Rs. 1395 Crores vis-?-vis Rs. 1430 Crores as on March 31, 2024, led by surplus funds being utilized for project capex. Net Debt to equity stood at 0.21x as on March 31, 2025 vs 0.23x as on March 31, 2024.
The Company commissioned following projects in FY 25 at a cumulative investment of ~ Rs. 2270 Crores:
The following projects are under implementation:
Bharuch
Fenesta: Aluminium extrusion plant at Kota is expected to be commissioned by Q4 FY26
Kota Complex: 68 MW (peak) Renewable (Solar + wind) power for Kota complex via SPV route (group captive) by Q4 FY26
DIVIDEND
Your Directors are pleased to recommend a Final Dividend @ 170% i.e. Rs.3.40 per equity share of Rs.2/- each for the year ended March 31, 2025, subject to approval of the Members at the ensuing Annual General Meeting (AGM).
In addition, during the year, the Board had declared an Interim Dividend @ 100% i.e. Rs.2/- per equity share of Rs.2/- each in October 2024 and 2nd Interim dividend @ 180% i.e. Rs. 3.60/- per equity share of Rs. 2/- each in January 2025. Therefore, subject to approval of Final Dividend by the shareholders, the cumulative dividend for the financial year 2024-25 will aggregate to 450% i.e. Rs. 9/- per equity share.
The Dividend Distribution Policy of the Company as approved by the Board is available on the Companys website at the following web link:
https://www.dcmshriram.com/sites/default/files/Dividend%20Distribution
%20Policy%20-%20Final%20-%20Website.pdf
TRANSFER TO RESERVES
During the financial year 2024-25, the Company transferred a total of Rs.
9.41 Crores to Reserves, namely, Rs. 9.13 Crores to General Reserve and Rs. 0.28 Crores to Storage Fund for Molasses.
STATUS OF BORROWINGS BY WAY OF ISSUANCE OF DEBT SECURITIES
The Company was identified as a Large Corporate, pursuant to the criteria prescribed by SEBI. Accordingly, the Company was required to raise 25% of its incremental borrowings by way of issuance of debt securities till the financial year 2024-25. However, the Company did not raise the required amount, as the Company borrows funds after exploring various products / options in the market and decides based on most optimal cost of funds.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JV COMPANY
During the year under review, no company became or ceased to be subsidiary, joint venture, or associate of your Company.
However, subsequent to close of the financial year, the Company acquired 53% of the equity shares of DNV Global Private Limited, a Company engaged in manufacturing and trading of hardware of windows and doors. Consequently, DNV Global Private Limited has become subsidiary of the Company.
Details regarding the performance and financial position of Companys Subsidiaries, Associates, etc. are appearing in Form AOC-1 given at Annexure-1 of this Boards Report.
RISK MANAGEMENT FRAMEWORK
The Company has in place an effective and robust Risk Management System. The Risk Management Policy and Risk Management framework have been formulated in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and business requirements. The said framework includes identification, assessment, response and monitoring system for mitigation of various risks.
INTERNAL FINANCIAL CONTROL WITH RESPECT TO FINANCIAL STATEMENTS
The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the financial year 2024-25.
RELATED PARTY TRANSACTIONS
During the financial year 2024-25, there has been no materially significant Related Party Transaction between the Company and its related parties which requires disclosure in Form AOC-2.
The Company has formulated a Policy on dealing with Related Party transactions, which is available on the Companys website at the following web link https://www.dcmshriram.com/sites/default/files/RPT%20Policy.pdf CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is a strong believer in the philosophy of giving back to the community and acknowledging the role played by communities in the growth of our business. The details of the programs/activities undertaken as CSR along with Annual Report on CSR activities and the composition of CSR Committee are provided in a separate section, which forms part of this Boards Report.
The Company has framed a policy on CSR which includes the guidelines on the major area in which the Company engages itself with the CSR activities/projects and the manner of implementation and monitoring the activities/projects. The composition of the CSR committee, CSR Policy, details of activities/projects approved by the Board and details of impact assessment, are also available on the Companys website at the following web link:
https://www.dcmshriram.com/social-responsibility
Details of meetings and attendance of Committee Members is given in given in the Corporate Governance Report forming part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism/Whistle Blower Policy which is available on the website of the Company at the following web link: https://www.dcmshriram.com/sites/default/files/Vigil%20Mechanism%20
Policy.pdf
INTERNAL COMPLAINTS COMMITTEE ON POSH
The Company has zero tolerance for sexual harassment at the workplace and 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 ("POSH"). During the period under review, 1 case was reported on sexual harassment which stands resolved at the end of the financial year. The Company is committed to raise awareness and ensure compliance on this subject.
MATERIAL SUBSIDIARY POLICY
The Company has formulated a Policy for determining Material Subsidiaries, which is available on the Companys website at the following web link:
https://www.dcmshriram.com/sites/default/files/MATERIAL%20SUBSIDIA RY%20POLICY%20-%20FINAL.pdf
As on March 31, 2025, basis the above policy, there was no Material Subsidiary of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act and relevant rules thereunder are given in the Notes to the Financial Statements.
DEPOSITS
DCM SHRIRAM EMPLOYEE STOCK PURCHASE SCHEME
The Company has an Employee Stock Purchase Scheme "DCM Shriram ESPS" duly approved by Members, which has been aligned with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. DCM Shriram ESPS is a secondary market scheme and provides for grants of equity shares through Trust, purchased from the secondary market to the eligible employees, as may be decided by the Nomination, Remuneration and Compensation Committee (NRCC), from time to time.
There are no voting rights exercised on the shares held by the Trust. The details required as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Companys website at the following web link:
https://www.dcmshriram.com/DCM-Shriram-ESPS-Report
COMPANYS POLICY ON DIRECTOR(S) APPOINTMENT AND REMUNERATION
The criteria for Directors appointment have been set up by NRCC which, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a Director, basis/criteria of remuneration to Directors/KMPs and other matters provided under Section 178 of the Companies Act, 2013 (the Act) and Listing Regulations.
The Company has a Remuneration Policy in place which deals in the remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs) and other employees of the Company. The said remuneration policy is available on the Companys website at the following web link:
http://www.dcmshriram.com/sites/default/files/Remuneration%20P olicy_ 0.pdf
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 times during the financial year 2024-25 i.e. on May 6, 2024, July 23, 2024, October 30, 2024, January 18, 2025, and March 4,
2025. Details of attendance of Directors in meetings is given in the Corporate Governance Report forming part of this Annual Report.
COMPOSITION OF AUDIT COMMITTEE AND OTHER COMMITTEES
Details regarding composition and meetings of the Audit Committee and other Committees of the Board and attendance of Committee Members in respective Committee meetings are mentioned in the Corporate Governance Report forming part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the year under review, Mr. Pranam Wahi (DIN: 00031914), Ms. Seema Bahuguna (DIN: 09527493), Dr. Simrit Kaur (DIN: 10628625), Mr. Vipin Sondhi (DIN: 00327400) and Mr. Tejpreet Singh Chopra (DIN: 00317683) were appointed as Independent Directors on the Board of the Company for a period of 5 years, from their respective dates of appointment.
On Completion of 2nd term as Independent Directors, Mr. Pradeep Dinodia (DIN: 00027995), Mr. Sunil Kant Munjal (DIN: 00003902),
Mr. Vimal Bhandari (DIN: 00001318) and Ms. Ramni Nirula (DIN: 00015330) ceased as Independent Directors of the Company.
Mr. Pradeep Dinodia was appointed as a Non-Executive Non-Independent Director of the Company.
In terms of the provisions of Section 152 of the Act, Mr. Krishan Kumar Sharma (DIN No.: 07951296) Whole Time Director of the Company and Mr. Rabinarayan Mishra (DIN No.: 10377015), Nominee Director (LIC), retires by rotation at the ensuing AGM and offer themselves for re-appointment.
The existing tenure of Mr. Ajit S. Shriram (DIN No.: 00027918) as Joint Managing Director of the Company will expire on May 1, 2026. The Board of Directors, based on recommendation of NRCC, has recommended his re-appointment for a further term of 5 (five) years effective from May 2, 2026, to the Members for their approval at the ensuing AGM.
Justice (Retd.) Vikramajit Sen (DIN No.: 00866743), an Independent Director on the Board of the Company, shall during his existing tenure will attain the age of 75 years. Accordingly, in terms of Listing Regulations, the Board of Directors, based on recommendation of NRCC, has recommended continuation of his directorship on attaining the age of 75 years upto the end of his present tenure on existing terms & conditions, to the Members for their approval at the ensuing AGM.
The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of Listing Regulations. In the opinion of the Board, the said Directors possess the integrity, expertise and experience including proficiency required for their appointment as Independent Director in the Company.
None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.
Brief resume and other details of the Directors being re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of Listing Regulations, are separately disclosed in the Notice of ensuing AGM.
The details of familiarization program for Independent Directors are available on the Companys website at the following web link:
https://www.dcmshriram.com/independent-directors
Mr. Deepak Gupta (F4615) was appointed as Company Secretary & Compliance Officer of the Company, w.e.f. January 18, 2025. Consequently, Ms. Swati Patil Lahiri (F7221) had ceased to be the Acting Company Secretary & Compliance Officer of the Company, effective from the said date.
MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARDS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with requirements of the Act and Listing Regulations, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:
The Board discussed the inputs on performance of Board/Committees/ Individual Directors and performed the evaluation.
The aforesaid evaluation was conducted as per the criteria laid down by NRCC as follows:
Performance of |
Evaluation Criteria |
(i) Board as a whole | Structure of Board including Composition/ Diversity/Process of
appointment/qualifications/ experience, etc.; Fulfillment of functions of the Board (for instance guiding corporate strategy, risk policy, business plans, corporate performance, monitoring Companys governance practices etc., as per the Act and Listing Regulations); Meetings of Board (Number/Manner of board meetings) held during the year including quality/quantity/timing of circulation of agenda for Board Meetings, approval process/recording of minutes and timely dissemination of information to Board; and Professional Development and Training of Board of Directors as required. |
Performance of |
Evaluation Criteria |
(ii)Board Committees | Composition of Committee; Fulfillment of functions of the Committee with reference to its terms of reference, the Companies Act and Listing Regulations 2015; and Number of Committee meetings held during the year. |
(iii) Individual Directors | Fulfillment of responsibilities as a director as per provisions of the
Act, Listing Regulations and applicable Company Policies and Practices; In case of the concerned director being Independent Director, Executive Director, Chairperson of the Board or Chairperson or member of the Committees, with reference to such status and role; In case of Independent Directors, fulfillment of the independence criteria as specified under applicableRegulations and their independence from the management; Board and/or Committee meetings attended; and General meetings attended. |
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors, KMPs and other employees of the Company, are given in Annexure-2 of this Boards Report.
However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days (except Saturdays) upto the date of the ensuing AGM.
ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at the following web link:
https://www.dcmshriram.com/annual_reports
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-3 of this Boards Report.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis on the operations of the Company forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A separate section on Business Responsibility and Sustainability Report prepared pursuant to Regulation 34(2)(f) of the Listing Regulations forms part of this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to adhere to best Corporate Governance practices. A separate section on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations, forms part of this Annual Report.
AUDITORS AND AUDIT REPORTS STATUTORY AUDITOR
M/s Deloitte Haskins & Sells, Delhi, a firm of Chartered Accountants (FRN: 015125N) were appointed as Statutory Auditors of the Company by the Members of the Company in its 33rd AGM held on July 19, 2022 for a period of five consecutive years i.e. from the conclusion of 33rd AGM till the conclusion of 38th AGM.
The Reports given by the Statutory Auditors on the financial statements (Standalone and Consolidated) of the Company for the financial year 2024-25 are forming part of this Annual Report. The said Reports are unmodified and there are no qualifications, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITOR
Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on recommendation of the Audit Committee, has recommended the appointment and remuneration of M/s RMG & Associates, Company Secretaries, New Delhi (FRN: P2001DE016100) as Secretarial Auditors of the Company for a term of five (5) consecutive years, effective from the conclusion of the ensuing AGM till the conclusion of 41st AGM, to be held in the year 2030 for approval of the Members at the ensuing AGM.
The Secretarial Audit Report for the financial year 2024-25 received from the Secretarial Auditors, is attached as Annexure-4 to this Boards Report. The Secretarial Audit Report does not contain any qualification or reservation or adverse remark or disclaimer.
COST AUDITOR AND COST RECORDS
The Company is required to maintain Cost Records as directed by the Central Government pursuant to Section 148(1) of the Act and accordingly such accounts and records are prepared and maintained by the Company.
Based on the recommendation of the Audit Committee, the Board had appointed M/s. J P Sarda & Associates, Cost Accountants, Kota (FRN: 000289) and M/s. Yogesh Gupta & Associates, Cost Accountants, New Delhi (FRN: 000373), as the Cost Auditors to conduct the cost audit of the Company for FY 2024-25, subject to ratification of their remuneration by the members of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and the Companys operations in future.
INDUSTRIAL RELATIONS
The Company continued to maintain harmonious and cordial relations with its workmen in all its divisions, which enabled it to achieve this performance level on all fronts.
OTHER DISCLOSURES
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for valuable co- operation and support from, the Government Authorities, Financial Institutions, Bankers, Other Business Associates/ Stakeholders and Members and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.
On behalf of the Board
Ajay S. Shriram
New Delhi
Chairman & Senior Managing Director
May 5, 2025
DIN: 00027137
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