HeidelbergCement India Ltd Directors Report

To the Members,

The Directors are pleased to present the 66 Annual Report together with the audited financial statements of HeidelbergCement India Ltd. (the Company) for the financial year ended 31st March 2025 (FY25).

THE YEAR IN RETROSPECT

The recent conflicts in West Asia and the 3-year hostilities between Russia and Ukraine where other countries were either involved directly or indirectly have negatively impacted the expected recovery. World bank reported a global slowdown of economic growth to 2.79% against the expected >3% for 2024. Another hanging uncertainty is over the US Tariffs where negotiations are ongoing. The US being the largest consumer and having a debt level above ~120% of its GDP is facing problems in servicing, hence is resorting to higher tariffs increasing defense budget of NATO to tide over the crisis. Since west Asia is the largest source of crude oil and gas, it has come under threat of disruptions and the warring nations forcing the energy prices to rise.

In the home front, the Gross Domestic Product (GDP) of India grew by 6.5%. The growth was supported by robust private consumption which was evident even in rural areas, stable investment activity and increased net exports. On the supply side, the growth has been driven by the construction sector and services sector. Year on year consumer price inflation was 2.82% in FY 25 compared to 3.16% in FY 24.

The macro indicators of India are quite strong given the low retail inflation, low interest rates, prospects of good monsoon, high focus on defense and general exports, low impact of crude oil prices, and forays into high-value, high-demand products such as electronics. There are ominous signs in FY 26, with the year starting off with conflict in the western borders followed by fracas in the eastern sector as well. The pitch for high tariffs from the US has impacted the FDI and domestic investor confidence. Against all this noise the prospects for cement industry are positive with mega dam and irrigation projects announced in Jammu & Kashmir, Punjab, Rajasthan and Himachal Pradesh. Expressways such as Delhi-Mumbai, Bharatmala Pariyojana, gati shakti, high speed railways, dedicated freight corridors, ports, airports etc. The most ambitious project is the development of industrial corridor and smart cities mission under the aegis of National Industrial Corridor Development Corporation (NICDC). These are positive signs for the future.

FINANCIAL HIGHLIGHTS / REVIEW OF OPERATIONS

During FY25, the Company sold 4.52 million tonnes of cement & clinker compared to 4.81 million tonnes of cement & clinker in FY24, a decrease of 6.1%. A snapshot of the Companys financial performance for FY25 vis-a-vis FY24 is as under: -

Particulars	FY25	FY24
Revenue from Operations	21,488.8	23,657.8
Other Income	454.7	545.2
Total Revenue	21,943.5	24,203.0
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)- Including other income	2,848.9	3,712.4
Depreciation and Amortization	1,097.9	1,096.7
Finance Cost	292.9	347.6
Profit before Tax	1,458.1	2,268.1
Total Tax expense	390.6	590.6
Net Profit for the year	1,067.5	1,677.5

On the operations front, your Company constantly endeavours to benefit from cost economics, innovative procurement strategies, process digitalization, Groups global expertise in sourcing etc. Your Company has always strived to optimise costs despite all odds. During the year under review, the price of domestic coal dropped mainly due to consuming washery coal. The domestic coal supply situation also improved due to opening up of new coal mines but the quality of coal supplies were not consistent. The softening of global crude price led to further correction of petcoke price. We identified new suppliers & contractors, participated in online biddings, developed alternatives for OEMs and carried out various works inhouse to reduce costs. Your Company also implemented SAP Ariba buying which has transformed traditional procurement into digital sourcing. Digitalization has become an integral part to our civilization and therefore, business cannot remain an exception. At HeidelbergCement, we have continued to implement digitalization programs at our manufacturing processes, sales and marketing, Finance, Procurement etc., with a view to augment efficiency and reduce human errors.

In view of aligning with the Groups goal of Carbon Net Zero, the Company endeavours to reduce dependency on conventional fuels by increasing usage of Alternative Fuels to replace fossil fuels. With continuous investment in technology and modifications, your Company achieved TSR (Thermal Substitution Rate) of 8% with an ambitious target of >35% by 2030. Towards sustainability, we are ensuring uninterrupted supply of Flyash with almost 100% Flyash based PPC cement reducing clinker incorporation to that extent. We are also using other byproducts such as Redmud and slag both of which are engineering waste and byproducts of other industries possessing cementitious qualities. In addition to 12 MW Waste Heat Recovery Power Plant and 5.5 MW Solar Power in Damoh, Company also entered into long term Power Purchase Agreement for 15MW Solar power for Jhansi Plant and 13.5 MW Hybrid Power at Damoh resulting into 36% green power during the FY 2024-25 (increased from 31% during FY 2023-24).

The cement industry is highly competitive, with companies constantly devising strategies to differentiate their products and grab the attention of customers. Although our mycem brand holds a valued reputation, we felt it necessary to amplify its distinct selling points more effectively. Against this backdrop, we strived for establishing a sharper identity and effectively communicating our values and strengths to customers. Accordingly, we embarked on a brand refresh programme which was driven by rigorous market research and expert insights. As a result of all these efforts we have developed a new brand identity which harnesses on the perception of strong German quality and rich legacy of 150 years of Heidelberg Materials Group. The new brand identity has enabled us to differentiate our value proposition in the eyes of consumers and ensure that our brand achieves prominent top-of-mind recall among customers. The Company year has also launched Water Repellent cement named Power Shield in starting of year 2024 which commands 15% premium over normal PPC. The initial feedback and off-take of Power Shield from customers are very promising.

Alongside the brand refresh, we also launched a new sales and marketing excellence project called Project Rise during the year 2023-24 which is a progressive initiative aimed at increasing sales volume and improving price positioning through sales excellence. The project targets to improve the market reach, counter loss of market share, enhance service excellence, generate demand, and increase effectiveness of sales force. The benefits derived so far from the brand refresh programme and the Project Rise are encouraging.

RESERVES AND APPROPRIATIONS

The amount available for appropriation including surplus for the year stood at INR 8,952.3 million (31 March 2024: INR 9,472.2 million). The Directors propose this to be appropriated as under:-(Rs. in Million)

Particulars	2024-25	2023-24
Dividend	1,812.9	1,586.3
Surplus Carried to Balance sheet	7,139.4	7,885.9
Total	8,952.3	9,472.2

DIVIDEND

The Board has recommended dividend of INR 7 per share (70%) for FY25, subject to the approval of the shareholders at the ensuing AGM (Dividend paid during FY24 was INR 8 per share). The proposed dividend for FY25 will absorb INR 1586.3 million. Therefore, in accordance with the provisions of the Companies (Declaration and Payment of Dividend) Rules, 2014, the Board has proposed to withdraw an amount of INR 518.8 million from the accumulated profits of the past financial years.

In accordance with the provisions of the Income Tax Act, 1961 the aforesaid dividend will be taxable in the hands of shareholders but liable for Tax Deduction at Source (TDS) by the Company at the applicable rates.

Dividend Distribution Policy

Regulation 43A of SEBI Listing Regulations, requires top 1000 listed companies based on market capitalization to formulate a Dividend Distribution Policy. In compliance with the said requirement, the Board of Directors has formulated a Dividend Distribution Policy and the same is posted on the Companys website. The web-link to access the said policy is as follows:

https://www.mycemco.com/sites/default/ les/PDF/Policies/HCIL_Dividend_Distribution_Policy.pdf

Unclaimed Dividends

The respective due dates on which unclaimed amounts of dividends pertaining to the prior years will be transferred to ‘Investor Education and Protection Fund (IEPF), constituted by the Ministry of Corporate Affairs, are given below:

Sr. No.	Financial Year	Dividend Per Share (INR)	Date of declaration	Date of transfer to IEPF
1	FY2017-18*	2.50	21 September 2018	27 October 2025
2	FY2018-19	1.00 (Interim)	25 October 2018	30 November 2025
3	FY2018-19	3.00 (Final)	19 September 2019	24 October 2026
4	FY2019-20	1.50 (Interim)	23 November 2019	28 December 2026
5	FY 2019-20	6.00 (Final)	18 September 2020	21 October 2027
6	FY 2020-21	8.00	27 September 2021	01 November 2028
7	FY2021-22	9.00	08 September 2022	12 October 2029
8	FY2022-23	7.00	27 September 2023	30 October 2030
9	FY2023-24	8.00	25 September 2024	31 October 2031

* The Shareholders whose dividend for FY2017-18 has remained unclaimed and have also not claimed the same for seven consecutive years, the unclaimed dividend along with its underlying shares will be transferred to Investor Education and Protection fund (IEPF) Authority.

ENVIRONMENTAL SUSTAINABILITY

Your Companys goals and objectives of operating sustainably are aligned with Heidelberg Materials. The dual objective is to not only mitigate the climate change impact but also create opportunities towards achieving future carbon neutrality goals through interventions in energy, raw materials, waste management etc.

The Company has been awarded with "SANRAKSHAN" Award in Cement sector for its exemplary contributions to Plastic Waste Management and Sustainability initiatives beyond the compliances. The Company focuses to use Flyash as well as slag in producing PPC and PSC cement respectively. As an alternative raw material, we have used Red mud, thus, reducing limestone consumption, preserving limestone reserves for posterity.

The Company has made significant progress on the energy transition journey by increasing the use of green energy and significantly invested in AFR feeding system to improve TSR by using more than 200 MT MSW per day and big support to ULBs by disposing off legacy waste.

In the mining operations, the Company lays special emphasis on soil management, pollution control, biodiversity conservation, maintaining water balance, and promoting safe mining practices. Post mining, the land is reclaimed through back-filling and afforestation by planting trees like Banyan, Arjun, Golden Bamboo, Pilkhan, Neem, Sheesham, Kadamb, Indian Rosewood etc. Some of the mined areas have been developed into large water reservoirs that have become a boon for the villagers since the harvested rainwater not only recharges the ground water leading to significant improvement in water table of the area but also serves their irrigation needs. As a result of these actions, Patharia limestone mines is consistently getting Five Star Rating from Indian Bureau of Mines (IBM) ever since the concept of Five Star Rating was introduced by IBM.

CSR APPROACH

The Company is committed to make a sustainable impact on the lives of the local communities in the areas where it operates through its commitment to improve education, enhancing rural infrastructure, and providing better healthcare services. By promoting local participation, the Company strengthens its bond with local communities for economic and social development. Our approach is to align our initiatives and efforts with key stakeholders like village institutions, gram panchayats and local bodies of government. During FY25, the Company has spent INR 49.86 million on various CSR activities / projects exceeding the obligations pursuant to Section 135 of the Companies Act, 2013.

The transformation of rural schools in Damoh, Jhansi and Ammasandra in association with the Education Department has always been a top priority. Through this initiative, the basic infrastructure of 11 government schools was upgraded, benefiting over 6,500 students and 45 teachers. Four new classrooms were built, and extensive repair and renovation work was carried out in some schools while in few others existing classrooms were upgraded into digital classrooms. Scholarships were given to meritorious students to facilitate their higher education. Educational kits and uniforms were also distributed to students.

The Company endeavours to bring a sustainable change in the quality of life of neighbourhood community. As part of this effort, we have encouraged farmers to adopt natural farming practices. In Jhansi, we successfully motivated 100 farmers to transform to natural farming methods.

The Company has partnered with BAIF Institute to support animal husbandry project as a supplementary income source for rural communities, through this initiative facilities i.e., cattle rearing, vaccination, and artificial insemination etc. are being providing for farmers. Through this initiative, 500 families across 10 villages in Damoh have benefited.

We believe in entrepreneurial ability of rural youth and endeavour to make them self-reliant by developing their skills. Quality training that covers various areas of trade is tremendously beneficial. To guarantee this, we have partnered with the expert NGO, which offered various courses to develop skills in many fields i.e., sewing and stitching, computer operations, production of bags and garments, etc. These courses are run on a regular basis, and participants are enrolled for three-months certificate course. These courses are being conducted at our skill development centres known as "Sakshamta Vikas Kendra" in Jhansi and Damoh. During FY25, training was imparted to 300 rural youth.

We organize health check-up camps at regular intervals to meet communities general and specific needs. Under our healthcare program, our mobile medical van team has regularly organized rural healthcare camps.

The Company persistently helps in advancement of infrastructure surrounding its plants and mines. This includes construction of durable concrete roads, efficient drainage systems, access to clean drinking water, installation of solar lights and high mast lights, establishment of cremation grounds, community centres, health centres, and the development of an herbal park in Damoh, among other initiatives.

The Report on CSR activities in the format prescribed by the Ministry of Corporate Affairs is annexed herewith as

‘Annexure - A.

OCCUPATIONAL HEALTH & SAFETY

Occupational health and safety is a core value of our Company, and safety is at the heart of everything we do. The day at the plants begins with safety gate meetings, where important safety topics are discussed, along with a safety prayer and pledge. We believe that its the smiles that will take us miles.

Safety conversations and safety zones are used to engage employees and nurture a safety culture in all aspects of operations. Safety zones have been established at all plants, with cross-functional teams in place.

The Heidelberg Materials Groups cardinal norms, guidelines, standards, and legal requirements, along with the stipulations under ISO 45001 - Occupational Health and Safety Management System, are being adhered to at the plants. Employees have received safety induction training, refresher courses, and job-specific training, such as scaffolding safety, working at heights, and working in confined spaces, etc.

All plants ensured the highest safety standards by implementing the following Health and Safety Action Plans in 2024-25:

Safety interlocked guards

Process equipment audit

Safety conversations / Dynamic risk assessments

Consequence management procedure

H&S competency Training

Clean site, safe site

Digital logistics management

National Safety Week was celebrated from March 4th to 11th , 2025, in a grand manner across all plants to enhance safety awareness. A schedule of twenty-four critical safety hazards relevant to the cement industry was compiled. Each month, a safety theme is chosen, and its key aspects are discussed to emphasize the importance of the activity and foster a safety-conscious culture within the organization. Truck drivers were also trained in defensive driving techniques. Monitoring of the workplace for noise, particulate matter, free silica, and illumination levels is carried out in accordance with regulatory norms. All plants are ISO 45001 certified.

STATUS OF AMMASANDRA PLANT

The Company is in the process of dismantling and disposal of Ropeway and clinker plants, the mine closure process has been initiated, and we are looking for buyers for the surplus land of ~150 acres outside the plant. Initiated land survey by govt authorized surveyor.

AWARDS AND ACCOLADES

The Company continues to pursue excellence in all areas of its operations as evident from the recognition in the form of awards and honours.

Golden Peacock Occupational Health & Safety Award 2024, awarded to the Damoh Plant.

Narsingarh Plant received 5 Star rating for sustainable development, consecutively for 8 years since the inception of the award in 2015-2016, by Indian Bureau of Mines Ministry of Mines.

The Company received the CSR Impact National Award 2024 for the Best CSR Project of the Year during the CSR

Connect Summit on 23rd November, 2024 held at New Delhi, organised by EU Media and powered by Force Motors.

The Company has been awarded with "SANRAKSHAN" Award in Cement sector for our exemplary contributions to Waste Management and sustainability initiatives beyond the compliances.

Jhansi plant has been awarded by the Bureau of Indian Standards with ‘Top Performer in the Industry during ‘Manak Mahotsav-2024 for maintaining best cement quality with zero rejection.

Received ‘Bhamashah Award & Certificate by the State Tax & Cultural Department for depositing highest tax in Jhansi Division.

Narsingarh Plant received 5 Star rating award under the category of ‘Amrit Kalash Pushkar category during Mines Environment & Conservation Week organised by Indian Bureau of Mines Ministry of Mines.

Bureau of Indian Standards issued ‘Licensee with Zero Non-Conformities in last 3 years to Ammasandra Plant for being one in the industry whose product has not failed the regular BIS testing in the last 3 years.

‘Excellence in CSR & Sustainability award was given under the integrated village development category during the 11 Edition of ‘National Awards for Excellence in CSR and sustainability organised by the World Sustainability Congress.

‘Prithvi Awards 2024 was given for exemplary ESG initiatives by the ESG Research Foundation.

CORPORATE GOVERNANCE

The essence of Corporate Governance lies in promoting and maintaining integrity, transparency, and accountability. The Company believes in creating and nurturing relationships based on trust and transparency with all its stakeholders. The governance framework enjoins the highest standards of ethical and responsible conduct. All Directors and employees consider governance as their personal responsibility and conduct themselves in accordance with the Code of Conduct set out by the organization.

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘SEBI Listing Regulations) have reinforced the governance regime in India. The Company is compliant with the corporate governance requirements as prescribed under the said Regulations. The Company has also ensured compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India pursuant to Section 118(10) of the Companies Act, 2013.

In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a Corporate Governance Report pertaining to FY25 forms part of this Annual Report. Pursuant to the provisions of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, a certificate from M/s. Nityanand Singh & Co., a firm of Company Secretaries in Practice, confirming compliance with the conditions of Corporate Governance is also annexed to the Corporate Governance Report.

A certificate furnished by Mr. Joydeep Mukherjee, Managing Director and Mr. Anil Kumar Sharma, Chief Financial Officer in respect of the financial statements of the Company for the financial year ended 31 March 2025 is annexed as ‘Annexure-B to this Report.

Management Discussion and Analysis Report is also given as an addition to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34(2)(f) of SEBI Listing Regulations, describing the initiatives taken by the Company from Environment, Social and Governance (ESG) perspective forms part of this Annual Report.

DIRECTORS

Resignation of Non-Executive Director

Ms. Soek Peng Sim (holding DIN: 06958955) resigned from the position of Non-Executive Director of the Company with effect from close of business hours on 28 May 2025. The Board placed on record its appreciation for the valuable guidance and contributions made by Ms. Soek Peng Sim.

Appointment of Non-Executive Director

The Board of Directors in its meeting held on 28 May 2025, upon recommendation by the Nomination and Remuneration Committee (NRC), re-appointed Mr. Vimal Kumar Jain (DIN: 09561918) as Whole-Time Director of the Company, liable to retire by rotation, for a term of three years from 10 June 2025 till 09 June 2028 and appointed Mr. Vimal Kumar Choudhary (DIN:02370072) as an Additional Director in the category of Non-Executive & Non-Independent Director of the Company. The Notice of the postal ballot for taking the shareholders approval in this regard was approved in the same meeting.

Retirement by rotation

Mr. Roberto Callieri, Non-Executive Director retires by rotation at the ensuing AGM and being eligible has offered himself for reappointment. His brief profile is given in the Notice of AGM. The Board hereby recommends his reappointment.

Declaration of Independent Directors

Ms. Jyoti Narang and Mr. Atul Khosla, Independent Directors on the Board have submitted declarations to the Company that they fulfill the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations.

The Board of Directors, based on the declarations received from the Independent Directors after duly verifying the veracity of such declarations, hereby confirms that the Independent Directors fulfill the conditions of independence specified in the SEBI Listing Regulations and are independent of the management of the Company.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Number of Board Meetings: During FY25, five Board Meetings were held. The details of the same are given in the Corporate Governance Report.

Composition of Audit Committee: The Audit Committee of the Company as on 31 March 2025 comprised three members namely, Mr. Atul Khosla (Chairman of the Committee), Ms. Jyoti Narang and Ms. Soek Peng Sim. Due to the resignation of Ms. Soek Peng Sim, the Board of Directors in its meeting held on 28 May 2025 re-constituted the composition of the Audit Committee and appointed Mr. Vimal Kumar Choudhary as a member of the Audit Committee w.e.f. 28 May 2025.

Board Evaluation: In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, that of the directors individually and that of all the Committees constituted by it, namely, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee. The manner in which the performance evaluation has been carried out has been explained in the Corporate Governance Report.

Policy for appointment and remuneration of directors: The Board has on the recommendation of the Nomination and Remuneration Committee, formulated a Nomination and Remuneration Policy. The policy inter alia lays down the criteria for determining qualifications, attributes and independence of potential candidates for appointment as directors and determining their remuneration. The salient features of the Policy have been provided in Corporate Governance Report. The said Policy has been posted on website of the Company and the weblink to access the said policy is as follows:

https://www.mycemco.com/sites/default/ les/PDF/Policies/Nomination_and_Remuneration_Policy.pdf

The Board has also adopted a ‘Board Diversity Policy‘ which requires the Board to ensure appropriate balance of skills, experience and diversity of perspectives in its own composition.

Annual Return: The Annual Return of the Company for FY24 already filed with the Ministry of Corporate Affairs (MCA) as well as the draft Annual Return for FY25 (which will be filed with MCA after the ensuing AGM) are available on the website of the Company and the weblink to access the same is as follows:

https://www.mycemco.com/financial-results

After the filing of Annual Return for FY25 with MCA, the aforesaid draft version of the Return will be replaced with the final version.

Key Managerial Personnel: Details of Key Managerial Personnel of the Company are given below:

Mr. Joydeep Mukherjee, Managing Director;

Mr. Vimal Kumar Jain, Whole-time Director;

Mr. Anil Kumar Sharma, Chief Financial Officer; and

Mr. Ravi Arora, Vice President- Corporate Affairs & Company Secretary.

LOANS, GUARANTEES, SECURITY, AND INVESTMENTS

During FY25, the Company has acquired 63,77,800 equity shares of Continuum MP Windfarm Development Private Limited (CMWDPL) constituting 3.51% of the fully diluted paid-up equity share capital of CMWDPL for the purpose of procuring overall 13.5 Megawatt hours per annum of hybrid (solar+wind) for Damoh plants on group captive basis.

The Company has not given any loan, guarantee or security pursuant to the provisions of Section 186 of the Companies Act, 2013.

The details of Outstanding Loans and Investments made by the Company as on 31 March 2025 are given in Notes to the financial statements.

General: The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions with respect to these items during FY25:

Details relating to deposits covered under Chapter V of the Companies Act, 2013.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of stock options or sweat equity shares.

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status & the Companys operations in future.

Neither any application was made, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof: - The Company has not defaulted in the repayment of loans to the Banks or Financial Institutions. Accordingly, disclosure relating to one-time settlement with the Banks or Financial Institutions is not applicable

INTERNAL FINANCIAL CONTROLS

The Company has in place relevant internal controls, policies,

and procedures to ensure orderly and efficient conduct of its business. Standard Operating Procedures (SOPs) and Risk Control Matrix (RCM) have been designed for critical processes across all operations. The internal financial controls are tested for operating effectiveness through managements ongoing monitoring and review processes, and independently by the internal auditors. In our view the internal financial controls are adequate and are operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them and based on the assessment of the management, the Board of Directors makes the following statements in terms of Section 134 of the Companies Act, 2013:

(a) that in the preparation of the annual accounts for the financial year ended 31 March 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

(c) that 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 and other irregularities;

(d) that the financial statements for the financial year ended 31 March 2025 have been prepared on a ‘going concern basis;

(e) that proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS

All transactions entered between the Company and its related parties during the financial year ended 31 March 2025 were in the ordinary course of business and on an arms length basis. The particulars of such transactions have been disclosed in notes to the financial statements for FY25. During the year under review, the Company has not entered in any related party transaction exceeding the threshold limit provided under the Companies Act, 2013 / Rules made thereunder and SEBI Listing Regulations. Omnibus approvals are obtained for the transactions which are foreseeable and are repetitive in nature. A statement of all the related party transactions is placed before the Audit Committee on a quarterly basis, specifying the nature and value of the transactions.

The Company has in place a Policy on Related Party Transactions and a framework for the purpose of assessing the basis of determining the arms length price of relevant transactions. The said policy and the framework are reviewed by the Audit Committee and the Board of Directors from time to time. The same has been posted on the Companys website. The web-link to access the said policy & framework is as follows:

https://www.mycemco.com/sites/default/ les/PDF/Policies/Related_Party_Transaction_Policy.pdf

The Company does not have any material related party transaction during the year therefore the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY25 and does not form part of this report.

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee for reviewing and monitoring the risk management plan of the Company and ensuring its effectiveness. The business risks have been classified under the broad heads - strategic, operational, financial, and legal & compliance risks. The Companys Risk Management Policy lays down a bottom-up process comprising risk identification, analysis and evaluation, treatment and controlling. The Chief Risk Officer and the Risk owners identify and analyse risks in their area of operations. The risks faced by the Company, their impact and the mitigation measures are categorised as high,medium and low risks which are then reviewed by the Senior Management and the critical ones are placed before the Risk Management Committee/Board of Directors for review.

The Board provides oversight and reviews the Risk Management Policy. The Board along with Risk Management Committee is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year under review, Internal auditors had also tested the Risk & Control Matrices for various processes as a part of Internal financial control framework.

The details of the functioning of the Risk Management Committee and frequency of its meetings are provided in Report on Corporate Governance forming part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle blower policy to deal with the instances of unethical behaviour, fraud, conflict of interest, mismanagement, and violation of the Code of Conduct. During FY25, no complaint was received under the Vigil Mechanism. The details of the vigil mechanism are given in the Corporate Governance Report and a copy of the same has been posted on the Companys website. The weblink to access the same is as follows:

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is compliant with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which aims to protect women at workplace against any form of sexual harassment and prompt redressal of any complaint. During Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance as well.

Status of complaints as on 31 March 2025:

S.no Particulars	No. of Complaints
1. Number of complaints of sexual harassment received in the year	0
2. Number of complaints disposed off during the year	0
3. Number of cases pending for more than ninety days	0

STATEMENT ON COMPLIANCE WITH THE MATERNITY

BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of all employees in accordance with applicable labour laws and statutory regulations. The Company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended, across all its locations in India. All eligible women employees are entitled to maternity benefits, as prescribed under the Act. In addition, Company has taken proactive steps to promote a supportive and inclusive work environment for expecting and new mothers by ensuring timely disbursal of maternity benefits and providing safe and hygienic workplaces.

AUDITORS

In accordance with the provisions of Section 139(1) of the Companies Act, 2013 the members at the 63rd Annual General Meeting (AGM) of the Company held on 08 September 2022 had reappointed M/s. S.N. Dhawan & Co. LLP., Chartered Accountants, as statutory auditors of the Company for second term to hold office up to the conclusion of the 68th AGM i.e., for conducting statutory audits commencing from FY23 until FY27.

The observations of the Auditors in their report on Financial Statements read with the relevant notes are self-explanatory. The Independent Auditors Report does not contain any qualification, reservation or adverse remarks. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

COST AUDIT

The Company is maintaining cost records in accordance with the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder. The Cost Audit for FY24 was conducted by M/s. R.J. Goel & Co., Cost Accountants, Delhi. The Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India. The Audit of the cost accounts of the Company for FY25 is also being conducted by the said firm and the Report will be filed within the stipulated time.

In accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors has on the recommendation of the Audit Committee, appointed M/s. R. J. Goel & Co., Cost Accountants as Cost Auditor of the Company for FY25 on a remuneration of INR 2,75,000. Pursuant to Section 148(3) of the Companies Act, 2013, a resolution seeking Members ratification for the remuneration payable to M/s. R.J. Goel & Co., Cost Accountants for FY26 is included in the Notice convening the AGM. The Board recommends the aforesaid resolution for approval of the members.

SECRETARIAL AUDIT

The Board had appointed M/s. Nityanand Singh & Co., a firm of Company Secretaries in Practice as Secretarial Auditor for carrying out secretarial audit of the Company for the financial year ended 31 March 2025 in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed herewith as ‘Annexure-C. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remarks.

Secretarial Compliance Report: Under Regulation 24A of SEBI Listing Regulations it is mandatory for listed companies to annually submit a Secretarial Compliance Report to stock exchanges. M/s. Nityanand Singh & Co. has furnished Secretarial Compliance Report for FY25. The said Report does not contain any qualification, reservation, or adverse remarks. The said Report has been filed with Stock Exchanges and has also been placed on website of the Company. The web link to access the same is as under:

https://www.mycemco.com/sites/default/ les/PDF/Secretarial_Compliance_Report/Annual%20Secretarial%20Compliance%20Report_2024_2025.pdf

PARTICULARS OF EMPLOYEES

The particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as ‘Annexure-D. In accordance with the provisions of Section 136 of the Act, the Boards Report and the financial statements for the financial year ended 31 March 2025 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the information required under aforesaid Rule 5(2) is available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, form part of this Report and are annexed as ‘Annexure-E.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the year.

DISCLOSURE UNDER SECRETARIAL STANDARDS

The Directors state that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The details with respect to the composition, terms of reference, number of meetings held, etc. of the statutory committees of the Board of Directors are included in the Report on Corporate Governance, which is forming part of this Annual Report.

DISCLOSURE OF LOAN TAKEN FROM DIRECTORS

The Company has not taken any loan from the Directors of the Company.

HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, none of the Company become the Subsidiaries / Associates and Joint Venture of the Company. Therefore AOC-1 does not form part of this report.

ACKNOWLEDGEMENTS

Your Directors are thankful to all stakeholders including Customers, Bankers, Suppliers, Dealers, and Contractors for their continued assistance, co-operation, and support. The Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company. The Directors are grateful for the confidence, faith and trust reposed by the shareholders in the Company. We are thankful to various agencies of the Central and State Government(s) for their continued support and co-operation.

	For and on behalf of the Board
Place: Gurugram	Jyoti Narang
Date: 28 May 2025	Chairperson