Saurashtra Cement Ltd Directors Report

TO THE MEMBERS,

The Directors are pleased to present the 66^th Annual Report of Saurashtra Cement Limited ("Company") along with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

FINANCIAL PERFORMANCE 2023-2024

				(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue From Operations	1,76,515.55	1,64,529.41	1,76,515.55	1,64,529.41
Other Income	3,616.24	1,308.19	3,552.47	1,308.55
Total Income	1,80,131.79	1,65,837.60	1,80,068.02	1,65,837.96
Operating Expenses	1,63,545.40	1,63,956.98	1,63,529.78	1,63,934.33
Profit before Interest, Depreciation, Exceptional items and Tax	16,586.39	1,880.62	16,538.24	1,903.63
Finance Cost	809.18	929.07	809.18	929.07
Profit before Depreciation, Exceptional Items and Tax	15,777.21	951.55	15,729.06	974.56
Depreciation and Amortization	4,708.58	3,886.92	4,708.58	3,886.92
Exceptional Items	(2,035.30)	0.00	(2,035.30)	0.00
Profit/(Loss) before Tax	9,033.33	(2,935.37)	8,985.18	(2,912.36)
Current Tax Expense	2,963.08	0.00	2,967.30	5.79
Deferred Tax Adjustment	358.34	(718.83)	358.34	(718.83)
Profit/(Loss) for the year	5,711.91	(2,216.54)	5,659.54	(2,199.32)
Total Other Comprehensive Income (net of tax)	(17.96)	(26.83)	(17.96)	(26.83)
Total Comprehensive Income	5,693.95	(2,243.37)	5,641.58	(2,226.15)
Retained Earnings-Opening Balance	53,506.84	56,783.80	53,559.21	56,818.95
Add/(Less)
Profit/(Loss) for the year	5,711.91	(2,216.54)	5,659.54	(2,199.32)
Re-measurement of Defined Benefit Plan (Net of Tax)	(17.94)	(25.29)	(17.94)	(25.29)
Transfer from Equity Instruments through OCI on Investments write off	0.00	(1,035.13)	0.00	(1035.13)
Less: Equity Dividend	(1,109.26)	0.00	(1,109.26)	0.00
Retained Earnings - Closing Balance	58,091.55	53,506.84	58,091.55	53,559.21

FINANCIAL PERFORMANCE

The Companys total Income including Revenue From Operation and Other Income For the Financial Year ended 31^st March, 2024 was Rs. 1,80,131.79 lakhs as against Rs. 1,65,837.60 lakhs in the previous Financial Year representing an increase of 8.62% as compared to the previous year.

Earnings before Interest, Taxes, Depreciation and Amortization (EBIDTA) For the Financial Year ended 31^st March, 2024 was Rs. 12,970.15 lakhs as against Rs. 572.43 lakhs in the previous Financial Year. Net Profit aftertax For the Financial Year ended 31^st March, 2024 was Rs. 5,711.91 lakhs as against Net Loss aftertax of Rs. 2,216.54 lakhs in the previous year.

The increase in profitability as compared to the previous year can be attributed mainly to the following factors:

> Sales Revenue was higher by 7% as compared to the previous year.

> 9% increase in the Total Income as compared to the previous year.

> Easing in the international costs of fuel (coal and pet coke).

> Freight cost in Gujarat was lower by 7% as compared to the previous year.

> Finance Cost was lower by 13% as compared to the previous year. This was so as during the Financial Year 2023-24, the Company has partly repaid the borrowings availed From Banks.

PERFORMANCE OF CEMENT BUSINESS

> The Revenue from Operations in the Cement Business during the Financial Year 2023-24 was Rs. 1,72,615.02 lakhs as compared to Rs. 1,62,065.16 lakhs in the previous Year, an increase of 6.51%.

> Blended Cement Sales growth was higher than overall sales growth due to consistent push and production generating pull leading to consistent growth.

> Clinker Production was 9% higher than the previous year due to better throughput at both plants of the Company.

> Cement Production was higher by 8% compared to the previous year.

Launch of New Products in Cement

The Company has launched "Hathi Prime"-a superior PPC product and "Hathi Putty" during the Financial Year 2023-24.

PERFORMANCE OF PAINT BUSINESS

During the year under review, the Revenue From Operations in the Paint Business was Rs. 3,900.53 lakhs as compared to Rs. 2,464.25 lakhs of the previous year representing an increase of 58.28%.

Your Company has undertaken several initiatives for Sales Promotion like: launch of new products and advertisement campaigns to achieve sustainable growth.

Launch of new products in paints

During the year under review, certain new products in Paint Division were introduced in the Economy Emulsion Category namely "OutWeather (Exterior)", "SnowCoat (Interior)", "PermaCem" as economy grade in cement paints, "Colorator Universal Stainer" in the Colour category and "Damp Proof" in the water proofing segment.

DIVIDEND AND RESERVES

During the Financial Year 2023-24, the Board of Directors at its Meeting held on 12^th February, 2024, declared Interim Dividend of Rs. 1 (Rupee one only) per share on 11,09,26,070 equity shares of Rs. 10/- each Fully paid up for the Financial Year 2023-24.

Your Directors at its meeting held on 28^th May 2024 have recommended final dividend of Rs. 1/- (Rupee One only) per share on the Equity Share Capital comprising of 11,09,82,543 equity shares of Rs. 10/- each fully paid up for the Financial Year 2023-24, subject to the approval of the Shareholders at the ensuing Annual General Meeting (AGM).

The Board Of Directors of the Company in line with the provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) had approved and adopted the Dividend Distribution Policy. The policy is uploaded on the Companys website and can be accessed at https://scl.mehtagroup.com/dividend-distribution-policy.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the Reserves For the year ended March 31, 2024.

CAPITAL STRUCTURE OF YOUR COMPANY AUTHORISED CAPITAL

Your Companys Authorized Capital as on 31^st March, 2024 stand at Rs. 77,270 lakhs divided into 77,27,00,000 Equity shares of Rs. 10/- each (Rupees Ten only) Fully paid up.

PAID UP CAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March, 2023 was Rs. 7,037.82 lakhs divided into 7,03,78,169 Equity Shares of k 10/- each fully paid up (which was also including 1,36,58,267 Equity Shares of Rs. 10 each held by erstwhile Gujarat Sidhee Cement Limited(GSCL) in the company and which was cancelled pursuant to the amalgamation of GSCL with the company).

During the year under review, the Paid-up Equity Share Capital of the Company had increased to Rs. 11,098.25 lakhs divided into 11,09,82,543 Equity Shares of Rs. 10/- each Fully paid up in view the Following :-

1. Allotment of 5,40,09,641 new Equity Shares of Rs. 10/- each fully paid up to the shareholders of erstwhile Gujarat Sidhee Cement Limited pursuant to the Amalgamation of erstwhile Gujarat Sidhee Cement Limited with the Company.

2. Allotment of 2,53,000 equity shares of Rs. 10/-each fully paid up allotted to the Eligible Employees under Saurashtra Employee Stock Option Scheme 2017 ("ESOS 2017").

3. No shares were allotted to erstwhile Gujarat Sidhee Cement Limited as it was the Transferor Company.

The Companys Equity Shares were listed with National Stock Exchange of India Ltd and the equity shares were made available for trading effective From 27^th February, 2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place adequate internal control systems that are 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.

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 Listing Regulations"), is presented in a separate section, Forming part of the 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 complied with the provisions relating to the Corporate Governance as provided under the SEBI Listing Regulations. The compliance report together with a certificate from your Companys Secretarial Auditors confirming the compliance is provided in the Report on Corporate Governance, which Forms part of this Annual Report is enclosed as Annexure B.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORATE

a. APPOINTMENT/RE-APPOINTMENT

i. APPOINTMENT OF INDEPENDENT DIRECTOR

The Shareholders at its meeting held on 17^th August, 2023 appointed:-

> Mr. M. N. Sarma (DIN: 06734357) as Non-Executive, Independent Director of the Company to hold a term of Five (5) consecutive years From 25^th May, 2023 to 24^th May, 2028.

> Mrs. Radhika Samarjitsinh Gaekwad (DIN: 05129326) as Non-Executive, Independent Director of the Company to hold a term of five (5) consecutive years From 30^th June, 2023 to 29^th June, 2028.

> Mr.Aman Khanna (DIN: 10211441) as Non-Executive, Independent Director of the Company to hold a term of Five (5) consecutive years from 30^th June, 2023 to 29^th June, 2028.

ii. APPOINTMENT OF NEW INDEPENDENT DIRECTOR

> Mr. Viren Ajitkumar Merchant (DIN: 00033464) was appointed as an Additional Director, Non- Executive, Independent Director by the Board of Directors at its meeting held on 28^th May, 2024 for a period of 5 years subject to the approval of the Shareholders at the ensuing Annual General Meeting.

iii. RE-APPOINTMENT

The Shareholders at its meeting held on 17^th August, 2023 had re-appointed:-

> Mr. Jay Mehta (DIN: 00152072) as the Executive Vice Chairman of the Company for a Further period of 3 (three) years From 1^st January, 2024 upto 31^st December, 2026.

> Mr. M. S. Gilotra (DIN: 00152190) as the Managing Director of the Company for a further period of 3 (three) years From 1^st January, 2024 till 31^st December, 2026.

> Mr. Ashwani Kumar as Non-Executive, Independent Director For another term of five (5) consecutive years with effect From 13^th February, 2024 to 12^th February, 2029.

iv. At the ensuing Annual General Meeting, it is proposed to consider appointment of Mr. Jay Mehta as Executive Chairman as Mr. Mahendra N. Mehta, has been appointed as the Chairman Emeritus effective From 21^st August, 2024.

b. RETIRING BY ROTATION AND CONTINUING AS DIRECTOR

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Flemang D. Mehta (DIN: 00146580) retires by rotation, and being eligible, offers himself For re-appointment.

Brief resume of the Directors seeking appointment/re-appointment along with other details as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in Annexure C.

The Board recommends the re-appointment.

c. CESSATION OF INDEPENDENT DIRECTORS

In accordance with Section 149 of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the tenure of the Following Independent Directors have come to an end effective From the 1^st of April 2024:

Sr. No. Name of the Director	Director Identification No.	Date on which Director ceased to be an Independent Director
1. Mr. M. N. Rao	00027131	01/04/2024
2. Mr. K. N. Bhandari	00026078	01/04/2024
3. Mr. B. P. Deshmukh	00002357	01/04/2024
4. Mr. Bimal Ramesh Thakkar	00087404	01/04/2024

INDEPENDENT DIRECTORS

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act 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 year 2024, one meeting of the Independent Directors was held on May 23,2024. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their 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 to familiarize the directors.

The details of the familiarization program imparted to the Independent Directors is disclosed on the Companys website link: - https://scl.mehtaqroup.com/investors/announcements

DISCLOSURE PERTAINING TO DISQUALIFICATION OF DIRECTORS

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; a certificate has been received from M/s Ragini Chokshi & 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

There has been no change in the Key Managerial Personnel during the year under review.

BOARD EFFECTIVENESS

a. FORMAL ANNUAL EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have put in place a mechanism for evaluation of its own performance, Committees, Independent Directors and Executive Directors. The evaluation process considers attendance of Directors at the Board and Committee meetings, participation at the meetings, domain knowledge in the Board Meeting, awareness and observation of Governance etc. Accordingly, evaluation sheet gets circulated to the Board and the Board carries out annual performance evaluation. The responses being received are evaluated by the Independent Directors, Nomination and Remuneration Committee and the Board.

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 your Company, provisions of the Act, and the Listing 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 Act and SEBI Listing Regulations.

The NRC Committee has Formulated the remuneration policy of your Company, which is available at the Following links: https://scl.mehtaqroup.com/policv/nomination-and-remuneration-charter and

https://scl.mehtaqroup.com/policv/compensation-policv

c. MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board of Directors of your Company met 6 times during the year to deliberate on various matters. The meetings were held on 25^th May, 2023,30^th June, 2023,7^th August, 2023,8^th November, 2023,12^th February, 2024 and 26^th March, 2024.

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship and Grievances Committee

• Corporate Social Responsibility Committee

• Allotment Committee

• Finance Committee

The intervening gap between two consequential mandatory committee meetings was not exceeding the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

In accordance with Section 149 of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with eFFect From 1^st April, 2024, certain committees were reconstituted due to completion ofthe tenure of Independent Directors namely Mr. M. N. Rao, Mr. K. N. Bhandari, Mr. B. P. Deshmukh and Mr. Bimal Ramesh Thakkar with eFFect From 1^st April, 2024. The tenure of Mrs. Bhagyam Ramani will come to an end From 4^th August, 2024. The details of the reconstituted committees are provided in the Corporate Governance Report enclosed as Annexure B.

d. COMPLIANCE WITH THE SECRETARIAL STANDARDS

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

PARTICULARS OF EMPLOYEES

Your Company had 790 permanent employees on the pay rolls as on March 31, 2024.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E 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 your Company during business hours. Any Shareholder, who is interested in obtaining these 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.mehtaqrouD.com/investors.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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 financial statements 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 Consultants International Limited is provided at the following link: https://scLmehtaqroup.com/subsidiarv-companies/aqrima-consultants-intemational-ltd-finance-reDorts.

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.

CORPORATE SOCIAL RESPONSIBILITY

As part of its triple bottom-line approach to its business, Company has always considered the community as its key stakeholder. It believes that the community around its operations should also grow and prosper in the same manner as does its own business. Accordingly, Corporate Social Responsibility forms an integral part of the Companys business philosophy. To oversee all its Corporate Social Responsibility ("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.

The 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 2023-24 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure F and forms part of this report. The CSR Policy of the Company may be accessed on website of the Company at https://scl.mehtaqroup.com/policv/csr-Dolicv.

FINANCIAL STATEMENTS

The Audited Standalone and Consolidated Financial Statements of the Company which forms a part of this Annual Report in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Companies (Indian Accounting Standards) Rules, 2015.

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 audit the accounts of the Company up to the Financial Year 2026-27. The Auditors Report issued by M/s. Manubhai and Shah LLP, Chartered Accountants on the financial statements of the Company for the Financial Year 2023-24 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

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had 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 March 31, 2024.

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

The Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries as Secretarial Auditors of the Company For the Financial Year 2024-25.

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 your Company. The Board of Directors on the recommendation of the Audit Committee had appointed M/s. V. J. Talati and Co., Cost Accountants, as the Cost Auditors of the Company For the Financial Year 2023-24. The Cost Audit Report For the Financial Year ended 31^st March, 2023 was Filed with the Central Government on 3^rd October, 2023 vide SRN No. F65557738.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of your Company have, on the recommendation of the Audit Committee, appointed M/s. M. Goyaland Co, Cost Accountants, Jaipur to conduct the Cost Audit ofyour Company For the Financial Year ending 31^st March, 2025, at a remuneration as mentioned in the Notice convening the AGM.

As required under the Act, 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 AGM.

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 2024-25.

e. INTERNAL AUDITORS

The Board of Directors on the recommendation of Audit Committee at its meeting held on 25^th May, 2023 had assigned the Internal Audit to an In-house Internal Audit Department handled by professionals For the Financial Year 2023-24. During the year under review, Audit observations by In-house Internal Audit Team 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 26^th March, 2024 has appointed M/s. Pipalia Singhal and Associates, LLP, Chartered Accountants, as Internal Auditors to carry out the Internal Audit of the Company For the Financial Year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

Your Board conFirms that no qualiFication, reservation, adverse remark or disclaimer has been made by the Statutory Auditors and the Company Secretaries in Practice 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.

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 Act:

a) that in the preparation of the annual Financial Statements For the year ended March 31, 2024, 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 March 31, 2024, 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 Act 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 OF THE COMPANY

The Shareholders at its Annual General Meeting held on 17^th August, 2023, had altered the Articles of Association of the Company i.e. Article No.176A under a new Clause XXVA with a new heading "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 appointment of Chairman Emeritus.

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 and Sweat Equity) Regulations, 2021, a certificate from Secretarial Auditors M/s. Ragini Chokshi & Co, Practicing Company Secretaries is enclosed as Annexure I to this report.

OTHER 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://scLmehtaqroup.com/investors/annual-return.

b. SECRETARIAL COMPLIANCE REPORT

Your Company has received Secretarial Compliance Report for the year ended 31^st March 2024 From M/s. Ragini Chokshi & Co., Practicing Company Secretaries, pursuant to Regulation 24Aof the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Act 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 Act 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; 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-up capital/any change in the capital 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 2023-24 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 year 2023-24 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 Policy duly approved by the Board, which is uploaded on the Companys website and may be accessed at link - https://scl.mehtaqroup.com/policv/related-partv-transactions-policv.

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 Act read with rules made thereunder at the end of the Financial Year 2023-24 or the previous financial years. Your 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, your Company is required to credit to the Investor Education and Protection Fund ("IEPF"), dividend unclaimed/unpaid For 7 consecutive years and equity shares in respect of which such dividend had remained unclaimed/unpaid within the time lines 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 Act. During the FinancialYear2024-25, the unclaimed dividend amount and unclaimed shares pertaining to the Financial Year 2016-17 shall be transferred to the IEPF Authority on 27^th August, 2024.

MANAGING THE RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES • PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your 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"). Your 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, your Company has formed Internal Complaints Committees (ICC) at all work places 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. Your Company has not received any complaint of sexual harassment during the FinancialYear2023-24.

• VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your 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 also 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 httDs://scl.mehtaqrouD.com/Dolicv/whistle-blower-Dolicv.

• CODE OF CONDUCT

Your 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 is 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.mehtaqrouD.com/policv/code-of-conduct.

• 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.

• Your 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.

RISK MANAGEMENT FRAMEWORK

Your 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 your 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.

No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

• No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

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

• 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 had 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 change in the nature of business.

GENERAL

TRANSFER OF SHARES

As notified under Regulation 40(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a Depository.

LISTING OF EQUITY SHARES

Your Companys equity shares are listed on the BSE Limited and National Stock Exchange of India Limited (Listing Approval from NSE was received on 27^th February 2024). Your Company has paid the listing fees for the Financial Year 2024-25.

FACTORY LOCATIONS

The factories of the Cement division are located at:

1. Ranavav Unit

Address: Near Railway Station, Ranavav,

District: Porbandar, Gujarat- 360550.

2. Sidheegram Unit

Address: Sidheegram, PO - Prashnavada BO,

Via Sutrapada SO (Taluka),

District: GirSomnath, Veraval, Gujarat-362275.

The factories of the Paint division are located at:

1. SinnarUnit

Plot No.E-6, MIDC, Tal: Sinnar,

Malegaon, Nashik, Maharashtra-422103.

2. Gotan Unit

F 3, 4,18,19,20, Industrial Area, Gotan,

Nagaur, Rajasthan-342902.

3. Gummidipoondi

Unit Plot No.B-60 and 61, SIPCOT Industrial Estate,

Gummidipoondi,

Tiruvallur, Tamil Nadu-601201.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their deep sense of gratitude to State, Central Government, Banks and local authorities for their continued co-operation and support. They also would like to place on record their sincere appreciation for the commitment, hard work and high engagement level of every member of the Saurashtra Cement family without which the exemplary performance of the Company year after year, would not have been possible. The Directors would also like to thank various stakeholders of the Company including customers, dealers, suppliers, lenders, transporters, advisors, local community, etc. for their continued committed engagement with the Company. The Directors would also like to thank the Shareholders of the Company for confidence and trust reposed in them.

	For and on behalf of the Board of Directors
	Jay Mehta	M. S. Gilotra
Place: Mumbai	Executive Vice Chairman	Managing Director
Dated: May 28, 2024	(DIN: 00152072)	(DIN: 00152190)