Saurashtra Cement Ltd Directors Report

TO THE MEMBERS,

Your Directors are pleased to present the 67^th Annual Report along with the Audited Financial Statements of Saurashtra Cement Limited ("Company") for the Financial Year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

The financial highlights for the Current Year 2024-25 & Previous Year 2023-24 are depicted below: ( in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operation (A)	1,53,762.39	1,76,515.55	1,53,762.39	1,76,515.55
Other Income (B)	1,733.07	3,616.24	1,719.22	3,552.47
Total Income (C = A+B)	1,55,495.46	1,80,131.79	1,55,481.61	1,80,068.02
Operating Expenses	1,49,401.85	1,63,545.40	1,49,382.49	1,63,529.78
Operating Profit	6,093.61	16,586.39	6,099.12	16,538.24
Finance Cost	1,361.43	809.18	1,361.43	809.18
Depreciation and Amortization	4,227.85	4,708.58	4,227.85	4,708.58
Exceptional Items	897.54	(2,035.30)	897.54	(2,035.30)
Profit/(Loss) before Tax	1,401.87	9,033.33	1,407.38	8,985.18
Current Tax Expense	381.11	2,963.08	386.62	2,967.30
Deferred Tax Adjustment	322.51	358.34	322.51	358.34
Profit/ (Loss) for the year	698.25	5,711.91	698.25	5,659.54
Total Other Comprehensive	(33.47)	(17.96)	(33.47)	(17.96)
Income (net of tax)
Total Comprehensive Income	664.78	5,693.95	664.78	5,641.58
Retained Earnings Opening Balance	58,091.55	53,506.84	58,091.55	53,559.21
Add/(Less)
Profit for the Year	698.25	5,711.91	698.25	5,659.54
Re-measurement of Defined Benefit Plan (Net of Tax)	(33.47)	(17.94)	(33.47)	(17.94)
Reversal of Deferred Tax Liability on Freehold Land	2,384.04	0.00	2,384.04	0.00
Less : Equity Dividend	(1,109.83)	(1,109.26)	(1,109.83)	(1,109.26)
Retained Earnings Closing Balance	60,030.54	58,091.55	60,030.54	58,091.55

OPERATIONAL PERFORMANCE

Cement Business:

The Financial Year 2024-25 was a challenging year for the entire cement industry due to weak demand and depressed price realization. The cement demand in the companys primary market Gujarat was affected by a disruption in construction activities caused by prolonged monsoon, labour shortage due to election period and the strike called by aggregate suppliers.

The Companys profitability was lower due to intensive price competition in a fragmented market resulting in margin pressures.

The sales revenue for the Financial Year 2024-25 was 1,55,495,46 lakhs, about 14% lower than the previous year on account of lower sales volume and depressed price realizations.

The Company earned a net profit of 698.25 lakhs as against 5,711.91 lakhs in the previous year.

The price realizations during the first six months of Financial Year 2024-25 were significantly lower than the previous year. Though, the prices improved in the second half compared to the first six months, the overall prices were still lower than the previous year.

The year witnessed a decline in the fuel cost but it was insufficient to offset the decline in profitability due to lower price realizations.

Clinker and cement production were lower than the previous year, aligning with market demand. The Company undertook several process improvements efficiency, including modernization of the to enhance operational cement grinding section and the addition of a fly ash storage system at the Sidheegram plant to support increased production of blended cement. These upgrades not only expanded the cement grinding capacity at Sidheegram but also improved blending capabilities. As a result, the quality of cement is expected to significantly improve. Additionally, the cooler at the Ranavav plant was modified to reduce fuel consumption. The Company also increased its reliance on renewable energy sources, thereby reducing its carbon footprint and contributing to environmental conservation.

Paint Business:

During the year under review, Revenue from the Paints business grew by 74.55% to 6,808.39 lakhs as compared to 3,900.53 lakhs of the previous year in view of adding new dealers and increasing the customer base.

During the year under review, the sales volume increased by 82%. The Company is investing in brand building and promotion for sustainable business growth.

DIVIDEND AND RESERVES

During the Financial Year 2024-25, the Board of Directors has not recommended any dividend in view of inadequate profit.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to Reserves for the Financial Year ended 31^st March, 2025.

CAPITAL STRUCTURE OF YOUR COMPANY

AUTHORISED CAPITAL

The Companys Authorised Capital as on 31^st March, 2025, was 77,270.00 lakhs divided into 77,27,00,000 Equity shares of 10/- each (Rupees Ten only) fully paid up.

PAID UP CAPITAL

During the year under review, the Paid-up Equity Share Capital of the Company had increased from 11,098.25 lakhs divided into 11,09,82,543 equity shares of 10 each fully paid up to 11,123.70 lakhs divided into 11,12,36,954 equity shares of 10/- each fully paid up in view of allotment of 2,54,411 equity shares of 10/- each fully paid up allotted to the Eligible Employees under Saurashtra Employee Stock Option Scheme 2017 ("ESOS 2017")(Scheme was first amended on 22^nd April, 2024).

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

Your Company has one Subsidiary Company; viz. Agrima Consultants International Limited. Pursuant to the provisions of Section 136 of the Companies Act, 2013, listed companies are exempt from attaching the financialstatements of their

Subsidiary Company to the Annual Report of the Company. In accordance with the proviso to sub-section (1) of Section 136; a copy of the audited annual accounts of Agrima Consultant International Limited is provided at the following link: https://scl.mehtagroup.com/subsidiary-companies/agrima-consultants-international-ltd-finance-reports. In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made there under; a statement containing the salient features of the Financial Statements of the Companys Subsidiary is disclosed separately in this Annual Report under Form AOC-1. The Annual Accounts of the Subsidiary Company shall be made available to any Shareholder on their request and the same shall also be kept open for inspection by any Shareholder at the Registered Office of the Company. During the year, the Company does not have any Associate/Joint Venture Company under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), is presented in a separate section, forming part of this Annual Report is enclosed as Annexure A.

CORPORATE GOVERNANCE REPORT

The Board of Directors reaffirms their continued commitment to good corporate governance practices. During the year under review, your Company has complied with the provisions relating to Corporate Governance as provided under the SEBI (LODR) Regulations. The Compliance Report together with the Certificate from your Companys Secretarial Auditor confirming the compliance of conditions of Corporate Governance, which forms part of this

Annual Report is enclosed as Annexure B.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your

Directors make the following statement in terms of Section 134 of the Companies Act, 2013: a) that in the preparation of the Annual Financial Statements for the Financial Year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment 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 on 31^st March, 2025, and of the profit of the Company for the 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 annual accounts have been prepared on a going concern basis; e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

ALTERATION OF ARTICLES OF ASSOCIATION

The Shareholders at its 66^th Annual General Meeting held on 21^st August 2024, had altered the Articles of Association of the Company by addition of new sub-clause no.(vii) after the existing sub-clause no.(vi) in Article 176A – Appointment of Chairman Emeritus, which was incorporated after the existing Article No. 176 under Clause XXV of the Articles of Association of the Company, by inserting an enabling provision for authorising the Board to honour the title to any Director as "Chairman Emeritus".

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORATE a. APPOINTMENT/ RE-APPOINTMENT

I. Mr. M.N. Mehta, Chairman of the Company, had stepped down from the position of Chairman, effective from the conclusion of the 66^th Annual General Meeting (66^th AGM) of the Company held on 21^st August 2024.

Based on the recommendations of the Board of Directors and the Nomination and Remuneration Committee, the shareholders approved the continuation of Mr. M. N. Mehta on the Board as a Non-Executive, Non-Independent Director, liable to retire by rotation, effective from the 66^th AGM held on 21^st August 2024.

In recognition of his invaluable contributions and longstanding commitment to the Company, the Board had also conferred upon Mr. M.N. Mehta the honorary title of Chairman Emeritus, effective from the conclusion of the 66^th AGM held on 21^st August 2024.

II. The Shareholders at its 66^th AGM held on 21^st August 2024, approved the following:-

Appointment of Mr. Viren Ajitkumar Merchant (DIN: 00033464) as Non-Executive, Independent Director of the Company for a term of five (5) consecutive years from 28^th May 2024 to 27^th May 2029. In view of stepping down of Mr. M. N. Mehta as the Executive Chairman effective from 21^st August 2024, the shareholders approved the change in designation of Mr. Jay M. Mehta (DIN: 00152072) from "Executive Vice Chairman" to "Executive Chairman" with effect from 21^st August 2024. Further, he shall hold office in the capacity of Executive Chairman of the Company with effect from 21^st August 2024 upto 31^st December 2026 on the existing terms and conditions including remuneration.

b. RETIRING BY ROTATION AND CONTINUING AS DIRECTOR

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with rules made there under and Articles of Association of the Company, Mr. Hemnabh Ranvir Khatau (DIN: 02390064) retires by rotation, and being eligible, offers himself for re-appointment at the ensuing 67^th Annual General Meeting of the Company.

Brief details of the Director seeking re-appointment along with other details as stipulated under Secretarial Standard 2 and Regulation 36(3) of the SEBI (LODR) Regulations are provided in Annexure C.

The Board recommends the re-appointment.

c. CESSATION OF INDEPENDENT DIRECTOR

In accordance with Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (LODR) Regulations, the tenure of Independent Directors namely Mr. M. N. Rao (DIN: 00027131), Mr. K.N. Bhandari (00026078),

Mr. B.P. Deshmukh (DIN: 00002357), Mr. Bimal Thakkar (DIN:00087404) have come to an end effective from 1^st April, 2024 on account of completion of tenure. Further, the tenure of Mrs. Bhagyam Ramani (DIN:00107017),

Independent Director has come to an end effective from 4^th August 2024.

DECLARATION FROM INDEPENDENT DIRECTORS

The Companys Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of the SEBI (LODR) Regulations. The Independent Directors have also confirmed that they have complied with

Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of Technical, Legal, Industry, Finance, Strategy and Marketing; and they hold highest standards of integrity.

INDEPENDENT DIRECTORS MEETING

In the Financial Year 2024–25, a meeting of the Independent Directors of the Company was held on 23^rd May 2024, without the presence of Non-Independent Directors and members of the management.

During the meeting, the Independent Directors:

• Reviewed the performance of Non-Independent Directors and the Board as a whole;

• Evaluated the performance of the Chairman of the Company, taking into account the views of Non-Executive Directors; and

Assessed the quality, quantity, and timeliness of the flow of information between the management and the

Board, which is essential for the Board to effectively and reasonably discharge its duties.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to acquaint the new Directors with the Company, a detailed presentation is given to them at the time of their appointment which covers their role, duties and responsibilities, Companys strategy, business model, operations, markets, organizational structure, products, etc. The Companys management makes various legal and regulatory presentations periodically at the Board Meetings and at the Independent Directors Meetings to familiarize the Directors about the changes in statutory provisions.

The details of the Familiarization Program imparted to the Independent Directors is disclosed on the Companys website link: - https://scl.mehtagroup.com/investors/announcements.

DISCLOSURE PERTAINING TO DISQUALIFICATION OF DIRECTORS

In accordance with the SEBI (LODR) Regulations; a certificate has been received from M/s Ragini Chokshi and Co,

Practicing Company Secretaries, certifying that none of the Directors on the Board of the Company have been disqualified to act as Director of the Company which is enclosed asAnnexure D.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Virendra Raj Mohnot retired as Chief Financial Officer and Key Managerial

Personnel of the Company effective from the closure of business hours on 8^th September, 2024. The Board of Directors in their meeting held on 8^th July, 2024 based on the recommendation of the Nomination and Remuneration

Committee and Audit Committee, have appointed Mr. Pradeep Mehta as Chief Financial Officer of the Company effective from 9^th September, 2024.

BOARD EFFECTIVENESS a. FORMAL ANNUAL EVALUATION

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Nomination

& Remuneration Committee ("NRC") have specified the manner for effective evaluation of performance of the

Board, its Committees and Individual Directors.

In compliance with the framework prescribed by the Nomination and Remuneration Committee (NRC), the Board of Directors has carried out a formal annual evaluation of its own performance, that of its Committees, and of individual Directors (including Independent Directors).

The evaluation process takes into account various criteria, such as:

• Attendance and active participation of Directors in Board and Committee meetings,

• Domain knowledge and meaningful contributions during deliberations,

• Awareness and observance of corporate governance principles, and

• Overall effectiveness in discharging responsibilities.

An evaluation sheet is circulated to all Board members to facilitate the process. The responses received are reviewed and assessed by the Independent Directors, the NRC, and the Board itself.

The criteria and methodology adopted for the evaluation are detailed in the Corporate Governance Report, forming part of this Annual Report.

b. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

AND REMUNERATION POLICY

The Companys Directors are appointed/re-appointed by the Board on the recommendations of the Nomination and Remuneration Committee ("NRC Committee") and approval of the shareholders. In accordance with the Articles of Association of the Company, provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, all Directors, except the Executive Directors and Independent Directors, are liable to retire by rotation and, if eligible, offer themselves for re-appointment.

The Independent Directors can serve a maximum of two terms of five years each, and their appointment and tenure are governed by provisions of the Companies Act, 2013 and SEBI (LODR) Regulations.

The NRC Committee has formulated the remuneration policy of the Company, which is available at the following links: https://scl.mehtagroup.com/policy/nomination-and-remuneration-charter and https://scl.mehtagroup.com/policy/compensation-policy.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board of Directors of the Company met 6 times during the Financial Year 2024-25 to deliberate on various matters. The meetings were held on 28^th May, 2024; 8^th July, 2024; 9^th August, 2024; 13^th November, 2024; 16^th January, 2025 and 13^th February, 2025.

The Company has the following Board-level Committees, established in compliance with the requirements of the relevant provisions of applicable laws, regulations and statutes:

• Audit Committee

Audit Committee comprises of four (4) members, with majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met six (6) times during the Financial Year 2024-25.

• Nomination and Remuneration Committee

Nomination & Remuneration Committee comprising of four (4) members, all members of which are

Non-Executive Directors and two-thirds are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met three (3) times during the Financial Year 2024-25.

• Stakeholders Relationship and Grievances Committee

The Stakeholders Relationship Committee of Directors comprises of four (4) members, with the majority of Non-Executive Directors. The Chairman of the Committee is an Independent Director. The Committee had one (1) meeting during the Financial Year 2024-25.

• Corporate Social Responsibility Committee (CSR)

The CSR Committee consists of four (4) members, two of whom are Independent Directors. The Committee had one (1) meeting during the Financial Year 2024-25.

• Allotment Committee (formed on voluntarily basis)

The Allotment Committee consists of four (4) members, two of whom are Independent Directors. The Committee met four (4) times during the Financial Year 2024-25.

• Finance Committee (formed on voluntarily basis)

The Finance Committee consists of four (4) members, two of whom are Independent Directors. No Meeting was held during the Financial Year 2024-25.

The intervening gap between two consequential meetings was not exceeding the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations (as amended).

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Board of Directors affirm that the Company has complied with applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to the Meetings of the Board and its Committees and General Meeting respectively, which was mandatorily applicable during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a business model where companies integrate social, environmental, and ethical concerns into their operations and interactions with stakeholders. Rather than focusing solely on maximizing profits, CSR emphasizes the companys role in contributing positively to society and the environment. This approach reflects the growing expectation that business should be accountable not just to shareholders but also to the employees, customers, communities, and the planet.

To oversee all its CSR initiatives and activities, the Company has constituted a Board-level Committee - Corporate Social Responsibility Committee ("CSR Committee"). The constitution and functions of the CSR Committee is provided under the Corporate Governance Report.

Major thrust areas of the Company include healthcare, educational activities, women empowerment, infrastructure support, integrated rural development, environmental projects, health care projects, etc. which are aligned to the areas specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities for the Financial Year 2024-25 with requisite details in the specified format as required under Companies (Corporate Social

Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure E and forms part of this report. The CSR Policy of the Company may be accessed on website of the Company at https://scl.mehtagroup.com/policy/csr-policy.

AUDITORS: a. STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 and Rules made there under, the Company at its 64^th Annual General Meeting held on 26^th July, 2022, appointed M/s. Manubhai and Shah LLP, Chartered Accountants, (Firm Registration No. 106041W/W100136) as Statutory Auditors of the Company, to conduct audit of the accounts of the Company up to the Financial Year 2026-27. The Auditors Report issued by M/s. Manubhai & Shah LLP, Chartered Accountants on the financial statements of the Company for the Financial Year 2024-25 to the Shareholders forms part of the Annual Report and does not contain any qualification/reservation/disclaimer.

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory. b. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on 22^nd May,

2025, after considering the eligibility, qualifications, and disqualifications of the Secretarial Auditor pursuant to the SEBI Circular dated 31^st December, 2024, has recommended to the shareholders for approval of the appointment of M/s. Ragini Chokshi & Co., as the Secretarial Auditor of the Company for one (1) term of five

(5) consecutive years, starting from the Financial Year 2025-26 and ending in the Financial Year 2029-30. The recommendation is subject to the approval of the shareholders at the 67^th Annual General Meeting ("67^th AGM") of the Company, which will be held on 29^th August 2025. The remuneration payable to the Secretarial Auditor is mentioned in the Notice convening the 67^th AGM. The Secretarial Auditor is Peer Reviewed by the Institute of Company Secretaries of India (ICSI) and has not incurred any disqualifications under applicable laws.

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Ragini Chokshi and Co., Practicing Company Secretaries, Mumbai, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year ended 31^st March, 2025.

The report of the Secretarial Auditor is given in Annexure F. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As required under the Companies Act, 2013, the remuneration payable to the Secretarial Auditor must be placed before the Shareholders at the general meeting for approval. Hence, a resolution relating to the same forms part of the Notice convening the 67^th AGM of the Company. c. COST AUDITOR

The Cost Accounts and records as required to be maintained under Section 148(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are duly made and maintained by the Company.

The Board of Directors on the recommendation of the Audit Committee appointed M/s. M.Goyal & Co., (Firm Registration No:000051), Cost Accountants, as the Cost Auditors of the Company for the Financial Year

2024-25. The Cost Audit Report for the Financial Year ended 31^st March, 2024 was filed with the Central Government on 6^th September, 2024 vide SRN No. F98218019.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company have, on the recommendation of the Audit Committee at its meeting held on 22^nd May, 2025 appointed M/s. M. Goyal & Co, Cost Accountants, to conduct the Cost Audit of the Company for the Financial Year ending 31^st March, 2026 at a remuneration as mentioned in the Notice convening the 67^th AGM of the Company.

As required under the Companies Act, 2013 the remuneration payable to the Cost Auditors must be placed before the Shareholders at a general meeting for ratification. Hence, a resolution relating to the same forms part of the Notice convening the 67^th AGM of the Company.

d. TAX AUDITORS

The Board of Directors, on the recommendation of the Audit Committee reappointed M/s Manubhai and Shah LLP, Chartered Accountants to carry out the Tax Audit for the Assessment Year 2025-26.

e. INTERNAL AUDITORS

The Board of Directors on the recommendation of the Audit Committee at its meeting held on

26^th March, 2024 had appointed M/s. Pipalia Singhal & Associates, Chartered Accountants as Internal Auditors for the Financial Year 2024-25 to conduct internal audit. During the year under review, Audit observations by the Internal Auditors and corrective actions thereto were periodically presented to the Audit Committee of the Board.

The Board of Directors on the recommendation of the Audit Committee at its meeting held on 22^nd May, 2025 has appointed M/s. Pipalia Singhal & Associates, Chartered Accountants, as Internal Auditors to carry out the Internal Audit of the Company for the Financial Year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

The Board confirms that no qualification, reservation, adverse remark or disclaimer has been made by the Statutory

Auditors and the Secretarial Auditors in their Audit Reports issued to the Shareholders of the Company. The Statutory Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place adequate internal control systems that commensurate with the nature, size and complexity of its business. Policies and procedures related to internal control systems are designed to ensure sound management of the Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. Clearly defined roles and responsibilities have been institutionalized, and systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Companys operations. The company has implemented a robust system to monitor and ensure compliance with various laws and regulations.

FINANCIAL STATEMENTS

The Audited Standalone and Consolidated Financial Statements of the Company which forms a part of this Annual Report have been prepared pursuant to Regulation 33 of the SEBI (LODR) Regulations, in accordance with the provisions of the Companies Act, 2013 and Companies (Indian Accounting Standards) Rules, 2015 on Consolidated Financial Statements.

PARTICULARS OF EMPLOYEES

Your Company had 809 permanent employees on the pay rolls as on 31^st March, 2025.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure G to this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of limits set out in the Rules 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, in terms of the first proviso of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Shareholders and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the

Shareholders at the Registered Office of the Company during business hours. Any Shareholder, who is interested in obtaining this information, may write to the Company Secretary at the Registered Office of the Company. Further, the details are also available on the Companys website: https://scl.mehtagroup.com/investors.

MANAGING THE RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has complied with the provisions of the constitution of the ‘Internal Committee as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company is having "Prohibition of Sexual Harassment Policy" which provides the mechanism to redress complaints reported under the said Act. As provided by the POSH Act, the Company has formed Internal Complaints Committees (ICC) at all workplaces to cover all Factories, Marketing Offices, Sales offices, and corporate offices. The Internal Committee (IC) comprises of internal members and external member who has an extensive experience in the field. The Company has not received any complaint of sexual harassment during the Financial Year 2024-25.

Disclosures in relation to POSH Act:

	Complaints
Filed	Disposed	Pending
Nil	Nil	Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and established the necessary Vigil Mechanism for employees and Directors to report concerns about unethical behavior. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. The whistle blower policy may be accessed on the website of the Company at https://scl.mehtagroup.com/policy/whistle-blower-policy

CODE OF CONDUCT

The Company believes in the principle of trust which can be derived through ethical practices, transparency and accountability to stakeholders. Keeping the same into account, your Company has in place a "Code of Conduct". Every director and employee are required to adhere to the same. The details of the code of conduct can be accessed on the website of the Company at https://scl.mehtagroup.com/policy/code-of-conduct

CODE OF CONDUCT FOR REGULATING, MONITORING, AND REPORTING INSIDER TRADING

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has established a Code of Conduct for Prevention of Insider Trading ("Insider Code"), which has been approved by the Board of Directors. The Insider Code outlines that all Insiders, including designated employees, persons, and their relatives, are prohibited from trading in the Companys shares or advising others to do so during periods when they are in possession of Unpublished Price Sensitive Information (UPSI).

EMPLOYEE STOCK OPTION SCHEME

The disclosure pursuant to the provisions of Regulation 14 of the Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is enclosed as Annexure H to this report.

Additionally, pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits Secretarial Auditors - M/s. Ragini Chokshi and Co, Practicing andSweatEquity)Regulations,2021,acertificate

Companies Secretaries is enclosed as Annexure I to this report.

RISK MANAGEMENT FRAMEWORK

A Risk Management Framework (RMF) is a structured, systematic approach that organizations use to identify, assess, prioritize, and mitigate potential risks, ensuring a consistent and effective approach to risk management across the organization.

The Companys governance structure has well-defined roles and responsibilities, which enable and empower the

Management to identify, assess and leverage business opportunities and manage risks effectively. There is also a comprehensive framework for strategic planning, implementation and performance monitoring of the business plan, which inter-alia includes a well-structured Business Risk Management process. The risks that fall under the purview of high likelihood and high impact are identified as key risks. The identified risks are then integrated into the Companys planning cycle, which is a rolling process to, inter-alia periodically review the movement of the risks on the heat map and the effectiveness of the mitigation plan.

The detailed section on key business risks and opportunities forms part of Management Discussion and Analysis Report, which forms part of this Annual Report.

OTHER GENERAL DISCLOSURES: a. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at link https://scl.mehtagroup.com/investors/annual-return . b. SECRETARIAL COMPLIANCE REPORT

The Company has received Secretarial Compliance Report for the year ended 31^st March, 2025 from M/s. Ragini Chokshi and Co., Practicing Company Secretaries, pursuant to Regulation 24A of the SEBI (LODR) Regulations and is annexed hereto as Annexure J. c. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Notes to the standalone financial statements. d. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure K and forms part of it. e. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

In accordance with the requirements of SEBI (LODR) Regulations; a Certificate is issued by the Practicing

Company Secretaries on a quarterly basis to reconcile the total Share Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Secretarial Auditor confirms that the total issued/paid-in all the quarters during the year under review tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

f. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the Financial Year 2024-25 were on arms length basis and in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations (as amended). All such transactions are placed before the Audit Committee for review/ approval. The necessary omnibus approvals have been obtained from Audit Committee wherever required. There were no material Related Party Contracts/Arrangements/Transactions made by the Company during the Financial Year 2024-25 that would have required Shareholders approval under the provisions of Section 188 of the Companies Act, 2013 or of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The Company has adopted a Related Party Transactions under Policy duly approved by the Board, which is uploaded on the Companys website and may be accessed at link-https://scl.mehtagroup.com/policy/related-party-transactions-policy .

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is enclosed in Form No. AOC-2 as Annexure L. g. DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with rules made thereunder at the end of the Financial Year 2024-25 or the Previous Financial Years. The Company did not accept any deposit during the year under review. h. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO THE IEPF AUTHORITY

In line with the statutory requirements, the Company is required to credit to the Investor Education and Protection Fund ("IEPF"), dividend unclaimed/unpaid for seven (7) consecutive years and equity shares in respect of which such dividend had remained unclaimed/unpaid within the timelines laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Companies Act, 2013. During the Financial Year 2025-26, the unclaimed dividend amount and unclaimed shares pertaining to the Financial Year 2017-18 shall be transferred to the IEPF Authority on 14^th September, 2025. i. There have been no material changes and commitments which have occurred after the close of the year till the date of this report, affecting the financial position of the Company. j. The Company is required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. Accordingly, such accounts and records are made and maintained by the Company. Further, the Directors state that no disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and SEBI (LODR) Regulations, as there were no transactions/implications during the year under review relating to the following: During the year, there was no application made or any Proceeding pending under The Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year. by the Regulators or Courts or Tribunals which would impact No significant the going concern status of the Company and its future operations.

There has been no change in business of the Company as on the date of this report. No 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.

Any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

The Managing Director of the Company has not received any remuneration or commission from its Subsidiary Company.

No material fraud has been reported by the Auditors to the Audit Committee or the Board.

There was no revision in the financial statements.

There was no instance of one-time settlement obtained from the Banks or Financial Institutions.

TRANSFER OF SHARES of SEBI (LODR) Regulations, except in case of transmission or transposition of As notified shares, requests for effecting transfer of shares shall not be processed unless the shares are held in the dematerialized form with a Depository.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid listing fees for the Financial Year 2025-26.

FACTORY LOCATIONS

Division	Unit	Location
Cement	Ranavav Unit	Near Railway Station, Ranavav, Dist. Porbandar, Gujarat - 360550
Division	Sidheegram Unit	Sidheegram, PO - Prashnavada BO, Via Sutrapada SO, Dist. Gir Somnath,
		Gujarat - 362275
Paint Division	Sinnar Unit	Plot No.E-6, MIDC, Tal: Sinnar, Malegaon, Nashik, Maharashtra - 422103
	Gotan Unit	F 3, 4, 18, 19, 20, Industrial Area, Gotan, Nagaur, Rajasthan - 342902
	Gummidipoondi	Plot No. B-60 and 61, SIPCOT Industrial Estate, Gummidipoondi,
	Unit	Tiruvallur, Tamil Nadu - 601201

ACKNOWLEDGEMENTS

The Directors wish to express their heartfelt gratitude to the State and Central Governments, Banks, and local authorities for their unwavering support and cooperation. They also extend their sincere appreciation to every member of the family of Saurashtra Cement Limited for their dedication, hard work, and exceptional level of engagement, which have been instrumental in driving the companys outstanding performance year after year. Additionally, the Directors would like to acknowledge and thank all the stakeholders of the Company, including customers, dealers, suppliers, lenders, transporters, advisors, and the local community, for their continuous commitment and partnership. Finally, the Directors wish to convey their deep appreciation to the Members of the Company for the trust and confidence they have placed in them.