Deccan Cements Ltd Directors Report

Dear Shareholders,

The Directors of your company are glad to present the 45^th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2025.

Financial Results:

The Financial Results for the year ended 31st March 2025 are summarized below:

Particulars	FY 2024-25		FY 2023-24*
	Standalone	Consolidated	Standalone
Revenue from operations	52,697.72	52,697.72	79,942.50
Other Income (net)	1,619.91	1,619.90	1,599.91
Total Income	54,317.63	54,317.62	81,542.41
Operating expenses	49,159.21	49,160.66	70,561.38
Depreciation and amortization expenses	2,807.81	2,807.81	2,763.46
Total expenses before Finance cost,
Exceptional Item and Tax	51,966.92	51,968.37	73,324.84
Profit before Finance cost, Exceptional
Item and Tax	2,350.71	2,349.25	8,217.57
Less: Finance cost	(1,275.17)	(1,275.17)	(1,237.37)
Exceptional Item	-	-	(1,632.75)
Current tax	(344.87)	(344.87)	(1,470.67)
Deferred tax	22.64	22.64	150.51
Net Profit after Tax	753.30	751.85	3,726.27
Add: Other comprehensive income	13.45	13.45	(48.95)
Total comprehensive income for the year	766.75	765.30	3,677.32
Add: Profit brought forward from previous year	65,307.46	71,197.11	62,155.41
Less: Dividend (FY 2024-25 / 2023-24)	(420.23)	(420.23)	(525.28)
Closing Balance of Profit	65,653.97	71,542.18	65,307.46
Earnings Per Share (in Rs.)	5.38	5.37	26.60

* Consolidated figures for FY 2023-24 are not given since this is the first year of consolidation .

Results of Operations:

The Standalone profit after tax of the Company for the current year was at Rs.753.30 Lakhs as compared to the previous year profit of Rs. 3,726.27 Lakhs. The Consolidated profit after tax of the Company for the current year was at Rs.751.85 Lakhs and there is no profit after tax for the previous year since this is the first year of consolidation. During the year there was no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the financial year 2018-19. As per Ind-AS requirements

GST, rebates and discounts are reduced from the Gross revenue.

Particulars	FY 2024-25	FY 2023-24*
Sale of products
(a) Cement - Net Revenue	52,021.06	79,651.59
(b) Power (Net of charges for wheeling, banking)
Wind	46.21	58.63
Hydel	529.24	133.83
Thermal	-	-
Power Net Revenue	575.45	192.46
Other operating revenues
Scrap sales	101.21	98.45
Revenue (Net of Taxes and Rebates)	52,697.72	79,942.50

* includes unbilled revenue.

Operational Results are further elaborated in the Management Discussion and Analysis Report.

Transfer to Reserves:

Your Directors did not propose to transfer any amount to reserves for the financial year ended 31^st March 2025.

Dividend:

In consonance with the Companys policy of rewarding its shareholders on a consistent basis, your directors have recommended final dividend of Re.0.60 Paise per equity share i.e. @12% dividend on the Equity Share Capital of the Company for FY 2024-25, subject to approval of the members in the ensuing annual general meeting of the Company. The web link for Dividend Distribution Policy is availablefrom the Statutory Auditors of the Company at: https://deccancements.com/pdf/ Dividend-Distribution-Policy.pdf.

Capital Structure:

There is no change in the capital structure during the year.

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of the Companies

Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year	Nil
(b) Remained unpaid or unclaimed as at the end of the year	Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
(i) At the beginning of the year	Nil
(ii) Maximum during the year	Nil
(iii) At the end of the year	Nil

The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable.

Management Discussion and Analysis Report:

A report on the Management Discussion and Analysis is appended to this Report.

Business Responsibility Report:

Business Responsibility Report forms part of this Annual Report.

Corporate Governance:

The Companys Report on Corporate Governance is attached, and forms part of this Report. Certificate M/s. M Anandam & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF):

During financial year 2024-25 (on 4th October 2024) the Company has transferred unclaimed and unpaid dividend amount of Rs. 7,12,470/- pertaining to the Financial Year 2016-17 to the Investor Education and

Protection Fund (IEPF).

The unclaimed/unpaid dividend, pertaining to the financial year 2017-18 shall be transferred to the Investor Education and Protection Fund (IEPF) on

13^th September 2025, unless a claim by the respective member is lodged with the Company/RTA before that date.

The year wise details of unpaid and unclaimed amounts lying with the Company as on 31^st March 2025 is available in the Companys website https:// deccancements.com/shareholders-information.php. Shareholders are advised to check their unpaid and unclaimed dividend status and contact the Company for encashment of the same, if depicting unpaid.

Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund

(Accounting, Audit, Transfer and Refund) Rules,

2016 mandates companies to transfer shares in respect of which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF. Adhering to the various requirements set out in the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during financial year 204-25, through

Corporate Action on 8^th October 2024, the Company has transferred 5,430 equity shares belongs to 24 shareholders to the IEPF Authority, in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more to the demat account of IEPF Authority held with NSDL. Details of shares so far transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://www. deccancements.com/shareholders-information.php. The said details have also been uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in. Similarly, the shares in respect of which dividend are unpaid / unclaimed for a continues period of seven years, since the dividend declared for Financial Year 2017-18, will be due for transfer to IEPF on 13^th September 2025.

The concerned members/investors are advised to visit the weblink http://www.deccancements.com/ shareholders-information.php or visit the weblink of the IEPF Authority https://www.iepf.gov.in/IEPF/ refund.html, or contact the Companys RTA (KFin Technologies Ltd.), for detailed procedure to lodge the claim with the IEPF Authority.

Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2017-18 and thereafter, are as under:

Financial Year	Date of Declaration	Face Value per Share (Rs.)	% of Dividend Declared	Dividend per Share (Rs.)	Unclaimed and unpaid Dividend as on 31.03.2025 (Rs.)	Due date of transfer to IEPF
2017-18	10.08.2018	5.00	60	3.00	4,49,484.00	13.09.2025
2018-19	07.08.2019	5.00	75	3.75	4,78,485.00	13.09.2026
2019-20*	28.02.2020	5.00	80	4.00	5,83,632.00	07.03.2027
2020-21	14.09.2021	5.00	100	5.00	8,80,268.00	20.10.2028
2021-22	14.09.2022	5.00	100	5.00	4,92,209.00	20.10.2029
2022-23	22.09.2023	5.00	75	3.75	3,10,136.25	14.10.2030
2023-24	20.09.2024	5.00	60	3.00	3,47,914.00	26.10.2031

Directors and Key Managerial Personnel:

Mr. Paturi Srinivasa Rao (DIN: 01220158) and Mr. Rabindra Srikantan (DIN: 00024584) are appointed to the office of Independent Directors of the Company for a consecutive period of 5 years with effect from 1^st April 2024. Further, Mr. Srivari Chandrasekhar (DIN: 00481481) is appointed to the office of Independent

Directors of the Company for a consecutive period of

5 years with effect from 28 ^th May 2024. Mr. Kanwar Pratap Singh (DIN: 02951522) took retirement from the office of Independent Directors of the Company with effect from 11 ^th July 2024. On 10^th March 2025, Mr. Challa Ramesh Reddy,

Senior Vice President (Marketing) has resigned from his position of the Company due to personal reason. On 23^rd May 2025, Mr. Vaddavalli Ramesh Babu, who is having more than 28 years of experience of Marketing in various positions in Cement Industry, appointed as the Assistant Vice President (Marketing) of the Company.

Pursuant to Section 152 of the Companies Act, 2013

Mr. S. Venkateswarlu (DIN: 08602254) is liable to retire by rotation at the forthcoming Annual General

Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

Brief resume of Mr. S. Venkateswarlu (DIN: 08602254), Director retiring by rotation including nature of his experience in specific functional areas, names of companies in which he holds directorship and membership of committees of the Board of other companies is appended to the Notice calling the 45^th Annual General Meeting.

Familiarization program for Independent Directors:

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Companys philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the

Companys website at www.deccancements.com.

Declaration by Independent Directors:

Your Company has received necessary declaration from each independent director under Section

149 of the Companies Act, 2013, confirming that he/she meets the criteria of independence laid down in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Statutory Auditor:

M/s. M. Anandam & Co., Chartered Accountants (FRN 000125S) were re-appointed as Statutory Auditor of the Company for a second term of 5 Consecutive years at the 42^nd Annual General Meeting held on 14^th

September 2022 to hold office till the conclusion of

47^th Annual General Meeting of the Company.

The Notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Cost Auditor:

M/s. Aruna Prasad & Co., Cost Accountants, Chennai, has been appointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2025-26. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act,

2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. V. Shankar & Co., Company Secretaries, Hyderabad to conduct the

Secretarial Audit of the Company for the financial year ended 31^st March 2025. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I). There has been no qualification, reservation, adverse remarks or disclaimer in the Secretarial Audit Report, except some observations, the clarification of which is furnished hereunder:

1. Observation: During our audit we have observed that there was one day delay in filing IEPF 4. The due date of filing of form was 9 ^th October, 2024 however, the same was filed on

10^th November, 2024 vide SRN: AB1477260 Response: Corporate Action for Transfer of Shares was made on 8th October 2024.

However, confirmation from the Depositories was received on 9^th and 10^th October 2024. As soon as we receive the confirmation, we have filed FormIEPF-4 on ^th October, 2024.

2. Observation: The Stock Exchange (NSE Ltd.) had issued a query dated 29^th August, 2024, wherein it was observed that the financial results submitted for the quarter ended 30^th June, 2024

(Q1 of FY 2024-25) were not in the format prescribed by SEBI and that the Standalone and

Consolidated financial results were identical. In response, the Company provided a clarification to the Stock Exchange dated 9^th September,

2024, stating that there were "no operations, revenue or expenses in its Wholly Owned

Subsidiary (WOS)" during the said quarter, and hence, the Standalone and Consolidated results appeared the same Response: The response submitted to Stock Exchange is self-explanatory.

3. Observation: The Company has generally complied with the filing requirements under the Companies Act, 2013. The requisite forms and returns were filed with the Registrar of Companies (ROC) within the prescribed timelines, but it was observed that the Company appointed Mr. Srivari Chandrasekhar as an Additional Director on 28^th May, 2024. However, the required Form DIR-12 was filed with the

Registrar of Companies, Telangana on 25^th July, 2024, resulting in a delay of 28 days beyond the prescribed timeline Response: While filing Form DIR-12 the PAN was not validating due to mismatch of name in DIN, PAN Records. Therefore, after correction of name in PAN records, we have filed

Form DIR-12. Therefore, there was a delay in filing such form.

4. Observation: During the period under review, it was observed that the Company is delay in filing Form MSME-1 for the half-year ended 30^th September, 2024 and 31^st March 2025.

Response: Due to delay in preparing the excel file with the details of MSME suppliers, there was delay in filing Form MSME-1.

5. Observation: We observed that the outcome of the Board Meeting held on 12^th November, 2024 in which Board of Directors approved the standalone and consolidated unaudited Financial Results of the Company for the quarter ended 30^th September 2024, and Limited Review Reports thereon was submitted with the stock exchanges slightly beyond the prescribed timeframe. While the said Board meeting concluded at 12:10 p.m the outcome was submitted to NSE Limited at 12:43 p.m and to BSE Limited at 12:42 p.m with a delay of 3 minutes and 2 minutes respectively Response: After the Board Meeting, we have uploaded the Results within 30 minutes. However, there was a delay of 2 and 3 minutes for uploading the Outcome of the Board Meeting. The delay was because of uploading the same information multiple times in both BSE and

NSE in different TABs (like Results, Outcome, Corporate Action, etc.)

6. Observation: We observed that the Company is supposed to update its paid-up Equity capital

(Diluted basis) every quarter within 21 days from the end of every quarter on the NEAPS portal. For the quarter ending 30^th September, 2024 there was a delay by 16 days in complying with the same, as the Company updated it on 6^th November, 2024. Also, for the quarter ending 31^st March, 2024, there was a delay by 77 days in complying with the same and the Company updated it on 7^th July, 2025 Response: We were under the impression that the information about paid-up Equity Capital

(Diluted basis) should be made one time, unless there is any change during any quarter.

The same is confirmed by the National Stock

Exchange of India vide their Circular Ref. No: NSE/CML/2025/09, dated 28^th February, 2025, wherein they have stated that "…all listed companies are advised to update their paid-up equity capital and paid-up equity capital on a fully diluted basis (in the term of number of shares) along with the details of conversion ratio (as applicable) on one time basis (even if there are no outstanding convertible instrument) on the NEAPS portal, in case not updated. Thereafter, as and when there is any change in the above information, same also needs to be updated on the NEAPS portal." Therefore, there is no need to update the same in each quarter, unless there is any change in paid-up equity capital in any quarter.

7. Observation: We also observed that Mr. Challa Ramesh Reddy, Senior Vice President

(marketing) resigned from his position on 10^th March, 2025. However, the company intimated to the stock exchange but did not promptly submit the resignation letter. Consequently, the Company received a query from the stock exchange on 24^th July 2025 regarding non-compliance with the disclosure requirements. In response to the query the company submitted the resignation letter on 24^th July 2025.

Response: We have submitted the information about the resignation on 10^th March 2025 well within the time. We were under the impression that the resignation letter was attached to the covering letter, but that was not attached. When we have received query from the NSE about the resignation letter, we have uploaded the same to both the Stock Exchanges on 24^th July 2025 Pursuant to provisions of Regulation 24A of the SEBI

(LODR) Regulations, 2015, the Board of Directors recommends to appoint M/s. V. Shankar & Co., Company Secretaries as the Secretarial Auditor of the Company for a term of five consecutive Financial

Years from FY 2025-26 to FY 2029-30.

Annual Return:

The Annual Return for FY 2024-25 is available on the website of the Company and the same can be accessed through the link: http://www. deccancements.com/shareholders-information.php.

Board Meetings:

During the year, Five (5) meetings of the Board of

Directors were convened and held. The details of the meetings of the Board are furnished in the Corporate Governance Report which forms part of this Report.

Directors Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, relating to

Directors Responsibility Statement, your Directors, confirm that: a) in the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards had been followed and there are no material departure; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2025 and of the profit of the company for the year ended on that date; c) the directors had taken proper and 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 and other irregularities; d) the directors had prepared the annual accounts for the year ended 31^st March 2025 on a going concern basis; e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CEO/CFO Certification:

The CEO and CFO certification on the Financial

Statements for Year 2024-25 is provided elsewhere in this Annual Report.

Policy on Directors appointment and remuneration and other details:

The Companys policy on directors appointment and remuneration and other matters has been disclosed in the Corporate Governance Report, which forms part of this Report.

Particulars of loans, guarantees or investments under Section 186:

The Company has granted unsecured loan of Rs.1.00 Lakh to Deccan Swarna Cements Private Limited, wholly owned subsidiary of the Company, which falls under the provisions of Section 186 of the Companies Act, 2013.

Particulars of Contracts or arrangement with related parties referred under Section 188(1):

The Company had not entered into any arrangement/ transaction with related parties which is material in nature and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Transactions entered by the Company with its related parties were on an arms length basis and suitable disclosures as required under Ind AS-24 have been made in Note No. 32 to the Financial Statements. In compliance of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Companys website https://deccancements.com/corporate-governance.php.

Energy Conservation, Technology Absorption and Foreign Exchange:

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 forming part of the Directors Report for the year ended 31^st March 2025 are given in Annexure II.

Internal Control Systems and its Adequacy:

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management:

Pursuant to Regulation 21 of the SEBI (LODR)

Regulations, 2015 the Board of Directors have constituted the Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the

Companys enterprise risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Risk Management Policy is disclosed in the companys website https://deccancements.com/ corporate-governance.php. The Risk Management

Policy envisages identification of risk and procedures for assessment and mitigation thereof.

Corporate Social Responsibility (CSR):

Pursuant to Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition of the Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is available on the website of the Company www.deccancements.com.

A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2024-25 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as

Annexure III.

Board Evaluation:

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements)

Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report. The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

Particulars of Employees: and material orders have

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in

Annexure IV.

During the financial year under review, none of the

Companys employees are in receipt of remuneration more than the limit prescribed under Section 197(12) contribution made by the read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014.

Prevention of Sexual Harassment Policy:

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the The Sexual

Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder.

During the financial year ended 31^st March 2025, the Company has not received any Complaint pertaining to Sexual Harassment.

(a) Number of complaints of Sexual Harassment received in the year	Nil
(b) Number of complaints disposed off during the year; and	Nil
(c) Number of cases pending for more than Ninety days	Nil

Others:

Your companys affairs are being managed in a fair and transparent manner. There were no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report. No application has been made under the Insolvency and Bankruptcy Code, 2016 during FY 2024-25 and thereafter. For FY 2024-25 the Auditors of the Company did not report any frauds to the Audit

Committee under sub-section (12) of section 143 of the Companies Act, 2013. There was no change in the nature of business of the Company during FY 2024-25 and thereafter. Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act,

2013, is required by the Company and accordingly such accounts and records are being made and maintained. No significant been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future. The company has complied with the provisions relating to the Maternity Benefit Act,

1961.

Acknowledgement:

Your Directors place on record their sincere appreciation for significant employees through their dedication, hard work and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain amongst the well performing units of the industry. Your Directors take this opportunity to express their gratitude to Central and State Governments and their departments and the local authorities, the Banks, Dealers, Stockists and Customers for their continued guidance and support to the Company during the year under review.

Your Directors are also grateful to the shareholders for their confidenceand faith reposed in the Company.

For and on behalf of the Board of Directors,
	Deccan Cements Limited
	Sd/-
	P. Parvathi
	Chairperson and
Place: Hyderabad	Managing Director
Date: 12th August 2025	DIN : 00016597