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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ramco Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 60^th Annual Report and the Audited Accounts of the Company for the year ended
31^st March 2025.

FINANCIAL RESULTS

	For the	For the
	Year ended	Year ended
	31.03.2025	31.03.2024
	'' in lakhs	'' in lakhs
	Separate	Separate
Total Revenue	1,44,009	1,33,355
Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT)	16,543	13,856
Less : Interest	1,679	2,450
Profit before Depreciation and Tax (PBDT)	14,864	11,406
Less : Depreciation	3,322	3,451
Add : Exceptional items	-	-
Net Profit/ Loss before Tax (PBT)	11,542	7,955
Less: Provision for Taxation - Current	2,774	1,843
Deferred	54	152
Current Tax adjustment of Earlier year	(122)	-
Net Profit / Loss after Tax (PAT)	8,836	5,960
Other Comprehensive Income for the year (Net of Tax)	(438)	2,010
Total Comprehensive Income for the year (TCI)	8,398	7,970
Movement of Retained earnings
Opening balance of Retained earning	60,128	56,199
Add: Profit for the year	8,836	5,960
Less: Dividend paid during the year	(651)	(868)
Less: Transfer to General Reserve	(1,250)	(1,200)
Add : Transfer from FVTOCI Reserve	(47)	(3)
Add: Obligation of Financial guarantee pursuant to IND AS, reversed	-	40
Closing balance of Retained earnings	67,016	60,128

SHARE CAPITAL

The paid up capital of the of the Company is '' 8,68,09,060 /- consisting of 8,68,09,060 shares of ''1/- each. There has been no change
in the Capital Structure of the Company during the year under review. The Company does not have any scheme for issue of sweat equity
to the employees or Directors of the Company.

The details of Employees Stock Option Schemes (ESOS) are provided in this Report.

The details of the Secured Redeemable Non-Convertible Debentures issued during the period under rev''ew are given below:

(a)	Name of the Series	Not Applicable
(b)	Date of Issue of the Securities	07-02-2025
(c)	Date of Allotment of the Securities	07-02-2025
(d)	Number of Securities	10,000
(e)	Type of Issue	Private Placement
(f)	Details of the debt restructuring pursuant to which the securities are issued	Not Applicable

(g)	Issue Price - per Instrument	''1.00 lakh
(h)	Coupon Rate	7.60%
(i)	Maturity Date	07-02-2028
(j)	Amount Raised	''100.00 Crores

CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business and operations of the company during the financial year under review.

DIVIDEND

Your Directors have pleasure in recommending a dividend of '' 1.00 per share (PY '' 0.75 per share) on the equity capital of the Company.
This would entail an outflow of '' 868.09 lakhs with a payout ratio of Companyâs consolidated post tax profit. As per the Dividend
Distribution Policy of the Company, the Company should strive to distribute at least 10% of Consolidated Post-Tax Profits as dividend.

The payment of dividend is in accordance with the âDividend Distribution Policyâ of the company. The Policy is available on the website
of the Company under the weblink - http://www.ramcoindltd.com/policies.html

The Dividend Distribution Policy forms part of this report.

TRANSFER TO GENERAL RESERVES

After appropriations, a sum of '' 670.16 crores has been kept as retained earnings of the company and a sum of ''12.50 crores has been
transferred to General Reserve. As on 31.03.2025, the General reserve stands at '' 538.23 Crores.

TAXATION

An amount of '' 26.53 crores (C.Y Provision for Taxation of '' 27.74 crores adjusted against P.Y Current Tax of '' 1.22 crores) (P.Y '' 18.43
crores) towards Current Tax, ''0.54 crores (P.Y '' 1.52 crores) towards Deferred tax has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Macro-Economic Review
Global Economy

The global economy is projected to grow by 3.3% in 2024, maintaining a steady performance amid a complex macroeconomic
environment. However, growth is expected to moderate to 2.8% in 2025 due to heightened trade tensions, protectionist measures, and
policy uncertainties.

While global headline inflation is on a declining trajectory, services inflation remains persistent, complicating efforts to normalize
monetary policy across economies. These headwinds, combined with weak global trade and investment flows, are expected to weigh
on the medium-term global growth outlook.

Advanced economies are forecast to grow at 1.6% in 2024, with a slight improvement to 1.8% in 2025. This modest recovery is
underpinned by resilient labour markets and improving consumer sentiment, despite elevated interest rates.

Emerging Markets and Developing Economies (EMDEs) are expected to grow by 4.0% in both 2024 and 2025. Although this growth is
relatively stronger than in advanced economies, it falls short of the pre-pandemic average and may be insufficient to make significant
gains in poverty reduction and development

Amid these global challenges, India remains the fastest-growing major economy. According to the National Statistical Office (NSO),
Indiaâs real GDP grew by an impressive 9.2% in FY 2023-24, the highest in the past 12 years. This exceptional performance was driven
by strong momentum in key sectors such as construction, finance, and professional services. In FY 2024-25, the Indian economy is
projected to grow at 6.5%, indicating a normalization in growth rates but still outperforming global peers.

Several factors are supporting Indiaâs growth trajectory. Construction activity is expected to expand by 8.6%, bolstered by government-
led infrastructure projects. The financial and real estate sectors are forecast to grow by 7.2%, while trade, transport, and hospitality
services may see 6.4% growth, reflecting continued recovery in consumer-facing industries. Private consumption is projected to grow
by 7.6%, up from 5.6% the previous year, indicating healthy domestic demand. Government consumption is estimated to rise by 4.1%,
and private investment is forecast to increase by 6.4%, highlighting robust business sentiment and investment activity.

Inflation in India is expected to remain within the Reserve Bank of Indiaâs (RBI) target range, supported by declining food prices and
timely government interventions such as export bans and supply-side adjustments. Financial conditions remain accommodative, and
Indiaâs macroeconomic stability is underpinned by a strong banking sector and prudent fiscal management. According to multilateral
agencies such as the World Bank and the IMF, India continues to demonstrate resilience and is well-positioned to lead global growth,
provided structural reforms, investment facilitation, and digital innovation continue at the current pace.

(Source - World Bank / IMF Report / Reuters )

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION :

	PRODUCTION		SALES		TURNOVER
PRODUCT	Qty. in M.T.		Qty. in M.T.		''in Lakhs
	31.03.25	31.03.24	31.03.25	31.03.24	31.03.25	31.03.24
Fibre Cement Sheets / Boards	8,13,398	8,17,449	8,10,132	8,09,428	1,09,770	1,11,407

Fibre Cement (FC) Sheets:

During the year under review, the Sales quantity of FC Sheets showed a de-growth of 1% compared to previous year and the
Industry reportedly had a de-growth of 2% for the year.

Specific Markets in East, West & South registered a strong growth. New geographical markets for sales are being explored amid
stiff competition.

Competition is seen emerging from âSingle plant Regional Operatorsâ and â Franchise based operationsâ. Overall building material
segment faced a pricing pressure and lower demand.

Distribution width and depth was the source of market drive last year and will continue to remain for the year as well. Taluk level
dealer appointment has augmented our distribution. Sales Realisation was down by 1%, where we constantly adjusted the market
selling price basis demand which was muted.

There was restricted demand noticed in specific segments of industries viz. Tiles, Ceramics & Poultry for roofing requirements.
Depreciation of Rupee also affected the raw materialâs cost. Price of substitutes was on downward trend facilitating usage.

Consistent and Judicious usage of raw materials and supplier negotiations helped to partially mitigate the impact. Seeding of
Colour Sheets in existing distribution network is expected to help build new segment. Newer taluk market penetration contributed
higher double digit salience.

Promotional efforts are v''gorously taken to explore new potential areas with more customized products. Greencor, Non-Asbestos
roofing sheets have been well accepted in the market and sales has been in encouraging state.

Fibre Cement Boards :

Export volumes degrew by 7% during 2024-25 (largely due to sharp increase in ocean freights & manpower issues).

Registered an overall volume growth of 10% in Non-Asbestos Category during the FY 2024-25.

1. Retail Growth: Retail saw a notable 23% growth, driven by channel expansion in unrepresented and underrepresented areas.

2. Challenges in Project Business: The project business remained flat, largely due to external factors like the Parliament
Elections during Q1 and the construction ban in Delhi NCR during H2 by NGT due to poor Air Quality Index. While this impacted
the overall growth, the growth in the retail segment helped to offset the slowdown.

3. Niche Marketing Vertical Growth: The strategy of converting alternative board products like Plywood, MDF, and WPC through
Niche Marketing vertical is paying off. The contribution from this vertical increased to 15% (from 12% in FY 2023-24) on overall
volumes, with a robust 29% growth year-over-year.

4. HILUX LITE Launch: The successful launch of HILUX LITE (Light Weight Calcium Silicate Tile) appears to be a promising move.

5. HILUX Premium (GI channel & frames): The launch of HILUX Premium accessories has been a promising development.

6. BTL Activities and Customer Engagement: Organized extensive BTL (Below the Line) activities, including participation
in Expos, Seminars, Conferences organised by IIA and IIID, Participation in application specific events to connect with key
customer segments, from architects and interior designers to government departments and contractors. This should help in
strengthening the brand presence and fostering deeper customer relationships.

Ramco SmartBuild - Technical Excellence in Green Dry Construction

Ramco SmartBuild Tech Services plays a pivotal role in supporting all marketing channels of the company by providing robust
technical support and creating awareness about sustainable, green dry construction practices.

The core objective is to drive revenue through a strategic blend of project engagement, technology promotion, design consultancy,
and technical training. Actively contribute to the growth and adoption of RILâs product portfolio, including Hilux, Hicem, Hiden,
Hilux Lite, and other allied solutions, by delivering end-to-end technical support across a diverse range of construction projects.

Ramco SmartBuild offers comprehensive consultancy services in design, structural planning, surface finishes, and board-based
applications-ensuring optimal outcomes for every dry construction initiative. Expert team works closely with architects,
contractors, and developers to deliver technically sound, cost-effective, and time-efficient solutions.

Also support Companyâs international expansion by offering design and consultancy services tailored to meet the unique
requirements of overseas markets, enhancing the global reach of the dry construction technologies.

In ongoing pursuit of innovation, Ramco SmartBuild continually explores emerging technologies to deliver faster, smarter, and
higher-quality construction methodologies-cementing the position as a trusted partner in modern construction.

B. WIND MILLS:

During the Financial Year 2024-25, the Wind energy was low with decrease of 9% compared to last year, from the existing 15 Wind Mills.

Position regarding Wind Mills was as follows: -

Total Capacity Installed : 16.73 MW

Total Units generated : 253 Lakh Units (P.Y: 278 Lakh Units)

Income earned : ''1682 Lakhs (P.Y: ''1817 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :

Production and Sales :

During the year 2024-25, the Unit had produced 24.22 Lakh Kgs. of Cotton Yarn as compared to 26.65 Lakh Kgs. produced during
the previous year.

The Unit had sold Yarn at 36.65 Lakh Kgs. (including traded yarn) during the year under review as against 28.08 Lakh Kgs. during
the year 2023-24.

The cotton production in India during the cotton season 2023-24 was 327 Lakh bales (170 Kgs), compared to 319 Lakh bales,
representing a 3% increase.

At the beginning of the cotton season 2024-25, the Cotton Association of India (CAI) estimated the cotton crop for the new season
to be 302 Lakh bales (compared to the previous yearâs 327 Lakh bales). However, the actual cotton arrivals in the market reached
291 Lakh bales. The Cotton Corporation of India (CCI) covered 100 Lakhs bales during 2024-25 and further increased the MSP price
per quintal of medium staple cotton and long staple cotton by 8% and 7% respectively. Despite some price correction in cotton,
the fall in yarn prices was much sharper, leading to a wider disparity that affected the margins of yarn spinners across India.

International Cotton prices were traded in the range of 78.18 US cents per LB to 99.74 US cents per LB compared to domestic
cotton prices which traded in the range of 76.80 US cents per LB to 93.32 US cents per LB.

The company strategically shifted its focus to more value-added counts, and imported more high-quality cotton when prices were
at reasonable levels. This strategy helped the company procure diversified varieties of cotton from across the globe and offer
competitive prices for its yarn. In February 2024, the Government of India exempted Customs duty on the import of Extra Long
Staple Cotton exceeding 32 mm, enhancing the competitiveness of Indian exporters for premium products.

Expecting the Cotton Prices will come down and increase in yarn prices, your Directors are hopeful in achieving good results
during the year 2025-26.

The Company is taking various steps to expand its market presence both in domestic and international markets and hope to
achieve higher volume of sales in value added yarns in the forthcoming years and hope to achieve better performance during the
year 2025-26.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE)
LIMITED, SRI LANKA:

At a Consolidated level of both the Companies, the Net Sales were SLR 1,06,320 lakhs (INR 30,195 lakhs) as against SLR 87,106
lakhs (INR 22,752 lakhs) during the corresponding previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial
Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Boardâs Report.

There is no proposal to transfer any amount to the General Reserves and any amount to be retained in the statement of Profit
and Loss.

The Company has no material subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS :

The Company has 5 Associate Companies viz. The Ramco Cements Limited, Rajapalayam Mills Limited, Ramco Systems Limited, Ramco
Industrial and Technology Services Limited, Madurai Trans Carrier Limited.

As per Section 136(1) of the Companies Act,2013 the financial statements including consolidated financial statements are available at
the Companyâs website at the following link at http://www.ramcoindltd.com/financial_performance.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Companyâs website. The Company
shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company
who asks for it.

The consolidated net profit after tax of the Company amounted to ''93.65 crores for the year ended 31^st March, 2025 as compared to
''72.97 crores of the prev''ous year.

The Consolidated Total Comprehensive Income for the year under rev''ew is ''173.69 crores as against ''177.48 crores of the prev''ous year.
Key Financial Ratios

Pursuant to Schedule V (B) of SEBI (LODR). the Key Financial Ratios for the year 2024-25 are given below:

Sl No	Particulars	2024-25	2023-24	Formula adopted	Variation	Reasons where the variance is over 25%
1	Debtors Turnover Ratio (days)	23	19	365 days/(Revenue from sale of Products / Average Trade Receivables)	21%
2	Inventory Turnover Ratio (days)	146	158	365 days/(Revenue from sale of Products / Average Inventories)	-8%
3	Interest Coverage Ratio	9.85	5.64	EBITDA/ (Interest Interest Capitalised)	75%	Due to increase in Operating Cash Profit and decrease in Finance Cost
4	Debt Service Coverage Ratio	5.62	2.24	(EBITDA-Current Tax)/ (Principal repayment Total Interest)	154%	Due to increase in Operating Cash Profit and decrease in Finance Cost
5	Current Ratio	1.81	1.62	Total Current Assets/Total Current Liabilities	12%
6	Debt-Equity Ratio	0.20	0.21	Long Term Debt / Total Equity	-5%
7	Operating Profit Margin	8%	6%	Operating Profit Before Tax / Net Income from Operation	33%	Increase in Operational margin
8	Net Profit Margin	6%	4%	Net Profit after Tax / Total Income	50%	Increase in Operational margin
9	Return on Networth	9%	9%	(Total Comprehensive Income Interest) / Average Net worth	-
10	Total Debt / EBITDA	1.55	1.74	Total Debt / EBITDA	-11%
11	Return on Capital Employed	7%	7%	Total Comprehensive Income Interest / (Average of Equity plus Total Debt)	-
12	Price Earnings Ratio	22.48	29.27	Market price per share as at 31^st March / Earning per share	-23%

a. EBITDA denotes Operating Profit Before Tax Interest Depreciation & Amortisation

Directors and Key Managerial Personnel:

Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it is reported that Justice Shri.P P S Janarthana Raja (Retd.) (DIN
06702871), aged 73 years, has been appointed as an Independent Director for a period of 5 years from 1.10.2024 by members at the
59^th AGM held on 16.08.2024 and Smt.Soundara Kumar (DIN 01974515) has been appointed as an Independent Director with effect from
23.03.2025 for a period of five years by members, through Postal ballot. Further, Shri V.Santhanaraman (DIN 00212334) and Smt.Justice
Chitra Venkataraman (Retd.) (DIN 07044099) Independent Directors had been retired on 30.09.2024 and 23.03.2025 respectively, due
to completion of two consecutive terms of five years each in office in accordance with the special resolutions passed by the members
at the AGM held on 08.08.2019. The Board has recorded its appreciation for the contributions made by them to the Company during
their tenure.

In accordance with the Section 159 and other applicable statutory provisions of the Companies Act, 2013, Regulation 17(1A) of SEBI
(LODR) and the Companyâs Articles of Association Shri N K Shrikantan Raja (DIN: 00350693) aged 76 years, retires at the ensuing Annual
General Meeting and being eligible, has offered himself and seeks for his re-appointment, which was recommended by Nomination and
Remuneration Committee and Special resolution has also been included as he attained the age of 75 years as per Regulation 17(1A) of
SEBI (LODR), in the Notice convening the 60^th Annual General Meeting scheduled to be held on 13.08.2025, for the approval of members.

The disclosures for re-appointment of Director as required under Secretarial Standard - 2 are available in the Notice convening the AGM.

The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation.

The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the
Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

In the opinion of the Board of Directors, the Independent Directors have relevant proficiency, integrity, expertise and experience.

Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it is reported that there have been no changes in the Directors and
Key Managerial Personnel other than above, during the year under review and after the end of the year and upto the date of the report.

The Company had formulated a code of conduct for the Directors and Senior Management Personnel and the same has been complied
with.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies
Act, 2013 it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit
Committee.

The Company has a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees duly
approved by the Board of Directors, based upon the recommendation of the Nomination and Remuneration Committee, in accordance
with Section 178(3) of the Companies Act, 2013.

As per provision to Section 178(4) of the Companies Act, 2013, the salient features of the Nomination and Remuneration Policy should
be disclosed in the Boardâs Report. Accordingly, the following disclosures are given :

Salient Features of the Nomination and Remuneration Policy :

The objective of the Policy is to ensure that -

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and SEBI (LODR).

The web address of the Policy is - http://www. https://www.ramcoindltd.com/file/Investors/Policies/Nomination_and_Remuneration_
Policy.pdf

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent
Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other
relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations, the details of the Familiarisation Programme for
Independent Directors are available at the Companyâs website, at the following link at https://www.ramcoindltd.com/file/Investors/
Board_of_Directors/2023-2024/DIRECTORS%20FAMILIARISATION%20PROGRAMME%202023-24.pdf

The details of the familiarization programme are explained in the Corporate Governance Report also.

The details of remuneration received by the Managing Director, during the year under review are available in the Corporate Governance
report.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors have
evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the
Board as a whole and its Members and other required matters.

Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation
criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought
in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment
of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR), the Board of Directors have evaluated the performance of Independent Directors and
observed the same to be satisfactory and their deliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of SEBI (LODR), the Board of Directors have reviewed and observed that the evaluation framework
of the Board of Directors was adequate and effective.

The Company would continue to familiarise its Directors on the industry, technological and statutory developments, which have a
bearing on the Company and the industry, so that Directors would be effective in discharging their expected duties.

MEETINGS

During the year, four Board meetings were held. The details of number and dates of Meetings of the Board and Committees held during
the financial year including the number of meetings attended by each Director are given in the Corporate Governance Report. The
details of the Committees constituted by the Board are available in the Corporate Governance Report. Subsequent to the retirements
of Shri V. Santhanaraman and Smt. Justice Chitra Venketaraman (Retd.) and appointments of Justice Shri P.P.S. Janarthana Raja (Retd.)
and Smt. Soundara Kumar, there have been changes in the composition of the Board committees. The revised composition of the
committees are available in the Corporate Governance Report.

RECOMMENDATION OF AUDIT COMMITTEE

There has not been an occasion, where the Board had not accepted any recommendation of any Committee of the Board.
SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that
such systems are adequate and operating effectively. The Company is in compliance with all the applicable Secretarial Standards.

PUBLIC DEPOSITS

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option
provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon
by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 it is reported that no significant and material orders have been passed
by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

Further, no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code 2016, nor has the
Company done any one time settlement with any Bank or Financial Institutions during the year under review, hence the provisions of
details of difference in valuation arising between such one time settlement and the loan taken from the Banks does not arise.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of
Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In accordance
with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with
reference to the financial statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments along with the purposes are
provided under Notes No.9,10,40,41 of Notes to the separate Financial Statements.

AUDITS

STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act,2013, M/s.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S)
and M/s. SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company

at the 52^nd Annual General Meeting, were re-appointed at the 57^th Annual General Meeting of the Company for another and second term
of 5 years. No change is proposed in the Auditors for the Company.

In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations 2015, the auditors have submitted the necessary certificates issued
by Peer Review Board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31^st March, 2025 does not contain any qualification, reservation or adverse
remark or disclaimer. No fraud has been reported by the Companyâs Auditors.

COST AUDIT

As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014 the company is required to maintain cost records and accordingly such
records and accounts are made and maintained.

The Board of Directors at their meeting held on 23.05.2025, as recommended by Audit Committee, had approved the appointment
of M/s N.Sivashankaran & Co, Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records relating to
manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn for the year 2025-26 at a remuneration of ''3,00,000/- (Rupees
Three lakhs only) exclusive of GST and out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3)
of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their
remuneration had been included in the Notice convening the 60^th Annual General Meeting scheduled to be held on 13^th August, 2025,
for ratification by the Members.

The Cost Audit Report for the financial year 2023-24 due to be filed with Ministry of Corporate Affairs by 02.09.2024 had been filed on
19.08.2024. The Cost Audit Report for the financial year 2024-25 due to be submitted by the Cost Auditor within 180 days from the
closure of the financial year will be filed with the Ministry of Corporate Affairs within 30 days of such submission.

SECRETARIAL AUDIT

M/s.Sriram Krishnamurthy & Co., (Formerly known as M/s S. Krishnamurthy & Co.,) Company Secretaries and Secretarial Auditor for
the year 2024-25 in pursuance of the provisions of Section 204 (1) of the Companies Act, 2013, submitted the Secretarial Audit Report
for the year ended 31^st March, 2025 which is attached as Annexure - 2. The report does not contain any qualification, reservation or
adverse remark or disclaimer.

As per Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
had at its meeting held on 23.05.2025, approved the appointment of M/s. RSGK & Associates, Practicing Company Secretaries as
Secretarial Auditors of the Company, subject to approval of the Members. The Board of Directors, based on the recommendation of the
Audit Committee considered and recommended the appointment M/s RSGK Associates, Practising Company Secretaries as Secretarial
Auditors of the Company for Audit period of 5 (five) consecutive years commencing from FY 2025-26 till FY 2029-2030, subject to
approval of the Members of the Company at the ensuing Annual General Meeting (AGM).

There are no changes in the Statutory, Cost and Secretarial Auditors of the Company during the year under review and upto the date
of this report except mentioned above.

EXTRACT OF ANNUAL RETURN

In accordance with Clause 22 of Secretarial Standard on Report of the Board of Directors (SS 4), a copy of the Annual Return in Form
MGT -7 for the year ended 31^st March 2024 has been placed on the website of the Company and the web link of such Annual Return is
https://www.ramcoindltd.com/annual_returns.html

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.
As required under Schedule V (C) of SEBI (LODR), a report on Corporate Governance being followed by the Company is attached as
Annexure - 3.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure
pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point
No: 10(l) of Corporate Governance Report.

As required under Schedule V (E) of SEBI (LODR), a Certificate from the Statutory Auditors of the Company confirming the compliance
of conditions of Corporate Governance is attached as Annexure - 4.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (LODR), Certificate from the Secretarial Auditor that
none of the Companyâs Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is
enclosed as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social
Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that âAs the Organisation grows, the Society
and Community around it also grows.â

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion
and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with
Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2024-25 is ''205.98 lakhs (after adjusting
previous year 2023-24 excess of ''4.34 lakhs from ''210.32 lacs which is 2% of average net profit of past 3 years for the year 2024-25).
As against this, the Company has spent '' 246.78 lakhs on CSR. CSR Committee recommended to carry forward and set off the excess
amount spent to the tune of ''40.80 lakhs to the financial year 2025-26. Also the Company had spent a sum of ''19.14 lakhs on other
social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013. The Annual Report on
CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR), the Company has established
a Vigil mechanism and has a Whistle Blower Policy. The Policy provides the mechanism for the receipt, retention and treatment of
complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints can be made in writing to be dropped
into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to
these. The Policy provides to the complainant access to the Chairman of the Audit Committee. The web link for the Vigil Mechanism is
disclosed in the Corporate Governance Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR), the Company has developed and
implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and strategies
to mitigate/minimisation of risk thereof. The Risk Management Policy of the Company is available at the Companyâs website, at the
following weblink: https://www.ramcoindltd.com/file/RISK_MANAGEMENT_POLICY_RIL.pdf

RISK MANAGEMENT

The Companyâs risk management system is designed to identify the potential risks that can impact the business and device a framework
for its mitigation along with periodical reviews to reflect changes in market conditions and the companyâs activities. The Companyâs Board
of Directors has the overall responsibility of the establishment and oversight of risk management framework. The Audit Committee and
Risk management committee periodically review the execution of risk management plan and advice the management wherever necessary.

Key Risks	Mitigation measures
Currency Fluctuation Risks
The Company has exposure to USD and other foreign currency denominated transactions for import of Raw material, Stores & Spares and Capital goods, besides exports of finished goods and borrowings in foreign currency. Any unfavourable movement in currency prices can impact profitability.	The Company has Forex hedging policies to hedge Foreign currency loans, import transactions by booking forward contracts based on the prevailing foreign exchange market conditions, after taking into consideration the anticipated foreign exchange inflows/outflows, timing of cash flows, tenure of the forward contract. The company, in its textile Division, avails Packing credit in foreign Currency on receipt of export orders and hence the incidence of currency fluctuations are minimised.

Information Technology Risk

The Companyâs operations are completely
dependent on IT systems, which requires
careful management of the information that is
in our possession to ensure data privacy. The
cyberattack threat of unauthorised access and
misuse of sensitive information or disruption
to operations continue to increase across the
world. Such an attack would affect the business
operations in a number of ways, including
disruption to sales, production and cash flows,
ultimately impacting our results.

Organizationâs Critical Data is stored in an Information Rights Management
System. Data is encrypted as per policy, to protect security and privacy. Endpoint
device security is enabled in the entire organization to block all unauthorized
data transfers. Strong virus, malware, grey-ware, spyware, Trojans, spam,
ransomware protection systems with Botnet Protection, Application Control and
Web Application Firewall have been deployed. Hardware like, routers, firewalls,
servers, secure remote access, endpoints are kept OEM up-to-date. All obsolete
hardware, software, protocols and operating system are not in use. Strong IT
policies are in place to protect business data and data privacy. All external
communication media have ACL (Access Control List). Integrated Data Protection
Manager deployed for backup purpose. Mission critical applications and data are
replicated from the data centre to Disaster Recovery Site for business continuity.

Interest rate Risk
Interest rate risk arises from long-term borrowings with variable rates, which exposed the company to cash flow interest rate risk. The Companyâs fixed rate borrowing are carried at amortized cost and therefore are not subject to interest rate risk as defined in Ind AS 107 since neither the carrying amount nor the future cash flows will fluctuate because of the change in market interest rates. The Company is exposed to the evolution of interest rates and credit markets for its future refinancing, which may result in a lower or higher cost of financing, which is mainly addressed through the management of the fixed/ floating ratio of financial liabilities.	The Company constantly monitors credit markets to strategize a well-balanced maturity profile in order to reduce both the risk of refinancing and large fluctuations of its financing cost. The Company believes that it can source funds for both short term and long term at a competitive rate considering its strong fundamentals on its financial position.

Liquidity Risk
Liquidity Risks are those risk that the Company will not be able to settle or meet its obligations on time or at reasonable price	Monitoring and optimizing working capital is achieved through tightened control measures in collection of receivables, negotiation of credit periods with suppliers, maintain adequate inventory based on business requirements and thereby maintaining a level of cash and cash equivalents deemed adequate to finance the companyâs operations. The Company maintains flexibility in funding by keeping both committed and uncommitted credit lines available with bankers. The Company has laid well defined policies and procedures facilitated by robust information system for timely and qualitative decision making by the management including its day-to-day operations
Geo-Political Risk - (Russia -Ukraine war risk)
The companyâs geo-political risk arises from its sourcing the raw material from Russia on whom US, UK, EU and other countries have imposed partial sanctions.	The company is able to import of raw material from Russia and the companyâs banks are making payments to Russian origin goods on submission of declaration and after making necessary checks with respect to restrictions on sanctions. However, to mitigate the risk, the company reviewing constantly its share of its purchases from non-Russian countries and also considers making payment to non-Russian countries and in currencies other than USD.
	To mitigate the risk, the company maintains adequate stock levels so that there is no disruption in production.
Credit Risk
Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Companyâs receivables. Treasury Operations and other operations that are in the nature of lease. The Companyâs exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company extends credit to its customers in the normal course of business by considering the factors such as financial reliability of customers. The Company evaluates the concentration of the risk with respect to trade receivables as low, as it customers are located in several jurisdictions and operate in largely independent markets.	The Company maintains adequate security deposits / Bank Guarantees from many of its customers based on market condition. Advance payments are obtained for the value of the material from the Project / one time / new entrants. The exposures with the Government are generally unsecured but they are considered as good. However, unsecured credits are extended based on the creditworthiness of the customers on case to case basis. Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the Company and where there is probability of default, the Company creates provision based on Expected Credit Loss for trade receivables under simplified approach.

Marketing Risk
Fibre Cement Industry is a highly competitive industry, largely due to dependants in fibre imports. More manufacturing capacity have sprung up. Fibre Cement Industries is seasonal in nature and logistic sensitive.	Quality Product with pricing, Benchmarking, Substitutes and In-House Branding will help get an edge over competition.
Human Resource Risk
Loss of key employees due to resignation or retirement, overstaffing / understaffing, higher attrition rate, inadequate training for employees, employee wellness, and disturbances in industrial relations are identified as the key risk factors in human resource	Human Resource risk is mitigated by forecasting annual manpower to hire right people at right time. Various retention methodologies are followed like employee friendly benefits like extending loan schemes, transfer option to preferred location in genuine cases, Group Medical Insurance and Group Personal Accident Insurance Scheme and buffer scheme. Training programmes are conducted to employees based on functional roles. Periodic Wellness sessions on health related topics are being conducted with expert doctors from reputed hospitals. Maintaining cordial relationship with Unions, local leaders and carrying out CSR projects relevant to the local needs have ensured that there were no loss of man-days due to such disturbances.

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also
periodically placed before the Audit Committee for its approval. The details of contracts entered into by the Company during the year
as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by
Shareholders at 56^th Annual General Meeting held on 19.08.2021, in accordance with Companyâs âRelated Party Transaction Policyâ and
Regulation 23 of SEBI (LODR).

In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial
Statements.

As required under Regulation 46 (2) (g) of SEBI (LODR), the Related Party Transaction Policy is disclosed in the Companyâs Website and
its weblink is -https://www.ramcoindltd.com/file/Investors/Policies/RELATED_PARTY_TRANSACTION_POLICY_RIL_29012020.pdf

As required under Regulation 46(2)(h) of SEBI (LODR), the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website
and its weblink is - https://www.ramcoindltd.com/file/MATERIAL_SUBSIDIARY_POLICY_2015.pdf

MATERIAL CHANGES SINCE 1^st APRIL 2025

There have been no other material changes affecting the financial position of the company between the end of the financial year and
till the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 the information relating
to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure -8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures with respect to remuneration as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure -9.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Companies
Act,2013 the said Annexure is open for inspection. Any member interested in obtaining a copy of the same may write to the Company
Secretary.

EMPLOYEE STOCK OPTION SCHEME ( ESOS)

At the Annual General Meeting held on 19.08.2021 the Members had approved the following Employee Stock Option Schemes :

Name of the
Scheme

Total No
of Options

Exercise

Price

Vesting Period

Maximum Term

Source

Variation in
terms

ESOS 2021-
Plan A

5,00,000

''1/- per
share

One year from
the date of grant

On or before 31^st December of the
Immediately succeeding financial
year in which the vesting was done

Primary

Nil

ESOS 2021-
Plan B

5,00,000

''30/- per
share

One year from
the date of grant

On or before 31^st December of the
Immediately succeeding financial
year in which the vesting was done

Primary

Nil

The relevant disclosure in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Secretarial Standard on Report
of the Board of Directors are given below :

Details of Movement of Employee Stock Options during the year:

Sl.No	Particulars	ESOS 2021 PLAN A	ESOS 2021 PLAN B
(a)	Number of options granted during the year	32,500	Nil
(b)	Number of options vested during the year	Nil	Nil
(c)	Number of options exercised during the year	Nil	Nil
(d)	Number of shares arising as a result of exercise of options	Nil	Nil
(e)	Number of options lapsed during the year	Nil	Nil
(f)	Exercise Price	''1/-	''30/-
(g)	Variation of terms of options	Nil	Nil
(h)	Money realized by exercise of options (INR), if scheme is implemented directly by the Company	Nil	Nil
(i)	Total Number of options in force (available for grant, but not yet granted)	3,34,000	4,87,500

(j)	Employee-wise details of options granted to
	(i) Key Managerial Personnel	Nil		Nil
	(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year	Shri K.M. Muthu Padmanaban	6,000	Nil
		Shri N. Pothiraju	2,500
		Shri K. Muthukumar	2,500
		Shri M. Manivannan	2,500
		Shri B. Subramanian	2,500
		Shri Prakash Joshi	2,000
		Shri R. Durai Shankar	2,500
		Shri S. Pazhaniyappan	2,000
		Shri J. Rajesh	4,000
		Shri N. Srinivasan	2,000
		Shri P.K. Azhaka Raja	2,000
		Shri A. Sivagurunathan	2,000
	(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil		Nil

The purpose of these plans are to facilitate Eligible Persons (Employees with Long Service and Contributed to the growth of the
Company) through ownership of shares of the Company to participate and gain from the Companyâs performance, thereby acting as a
suitable reward. Participation in the ownership of the Company, through share based compensation schemes will be a just reward for
the employees for their continuous hard work, dedication and support, which has led the Company to be what it is today.

The Plan is intended to :

* Create a sense of ownership within the organisation;

* Encourage Employees to continue contributing to the success and growth of the organisation;

* Retain and motivate Employees;

* Encourage eligible persons to align their performance with Company Objectives;

* Reward Eligible persons to align their performance with Company objectives;

* Align interest of Eligible Persons with those of the organisation.

The Schemes are in compliance with the SEBI Regulations. During the year under review, no material changes have been made in the
schemes.

A Certificate from the Companyâs Secretarial Auditors, with respect to implementation of the above Employee Stock Option Schemes in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members
of the Company, has been received and same is attached as Annexure -10.

The details as required under part F of Schedule I read with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are disclosed on the companyâs website and the weblink is given below :
https://www.ramcoindltd.com/esos.html
INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest coÂ¬
operation for the various cost reduction measures of the Company. There is a special thrust on Human Resources Development with a
view to promoting creative and group effort.

CREDIT RATING

The ratings for the Companyâs borrowing are available in Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ( BRSR)

The details of key initiatives with respect to Stakeholder relationship, customer relationship, environment, sustainability, health and
safety are available in the BRSR for the year 2024-25 which forms part of this report.

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been
paid for the F.Y. 2025-26 respectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years was transferred to IEPF as detailed below :

Dividend Details	Amount Transferred	Date of Transfer to IEPF
2016-17	'' 1,93,939/-	30.08.2024

Shares corresponding to the dividend for the financial year 2016-17 were transferred to IEPF, as detailed below :

No. of Shares	Date of Transfer to IEPF
9,602	28^th & 29^th October 2024

Year wise amount of unpaid /unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferred
to IEPF and due dates for such transfer, are tabled below:

Year	Type of Dividend	Date of Declaration of Dividend	Last Date for Claiming Unpaid Dividend	Due Date for Transfer to IEP Fund	No. of Shares of'' 1/- each	Amount of unclaimed / unpaid Div''dend as on 31-03-2025 In ''
2017-18	Dividend	03-08-2018	02-08-2025	01-09-2025	2,76,676	1,38,338.00
2018-19	Dividend	08-08-2019	07-08-2026	06-09-2026	2,23,737	1,11,868.50
2019-20	Interim Div''dend	03-03-2020	02-03-2027	01-04-2027	3,51,567	1,75,783.50
2020-21	Dividend	12-03-2021	11-03-2028	10-04-2028	2,54,458	2,31,535.00
2021-22	Dividend	10-08-2022	09-08-2029	08-09-2029	4,72,015	3,98,534.00
2022-23	Dividend	10-08-2023	09-08-2030	08-09-2030	2,42,827	2,12,860.00
2023-24	Dividend	16-08-2024	15-08-2031	14-09-2031	9,48,957	5,91,001.75

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that

(a) they had followed the applicable accounting standards along with proper explanation relating to material departures, if any, in
the preparation of the annual accounts for the year ended 31^st March, 2025;

(b) they had selected such accounting policies and applied them consistently and made judgements and estimates 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
Company for the year ended on that date;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and
were operating effectively; and

(f) they had dev''sed proper systems to ensure compliance with the prov''sions of all applicable laws and that such systems were
adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the company strategically advanced its pursuit of a cost-efficient and technically optimized manufacturing mix
encompassing calcium silicate boards, fibre cement boards, non-asbestos roofing sheets and light weight calcium silicate tiles. Our
Research and Development Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories
(NABL) and International Laboratory Accreditation Cooperation - Mutual Recognition Arrangement (ILAC MRA) underscoring its
compliance with national and global recognized standards.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and
co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors
wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors
For RAMCO INDUSTRIES LIMITED

Place: ChennaiP.R. VENKETRAMA RAJA
Date : 23.05.2025 Chairman

Mar 31, 2024

The Directors have pleasure in presenting their 59^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2024.

FINANCIAL RESULTS

	For the	For the
	Year ended	Year ended
	31.03.2024	31.03.2023
	'' in lakhs	'' in lakhs
	Separate	Separate
Total Revenue	1,33,355	1,33,915
Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT)	13,856	15,147
Less : Interest	2,450	1,912
Profit before Depreciation and Tax (PBDT)	11,406	13,235
Less : Depreciation	3,451	3,148
Add : Exceptional items	-	307
Net Profit/ Loss before Tax (PBT)	7,955	10,394
Less: Provision for Taxation - Current	1,843	2,028
Deferred	152	235
MAT Credit reversal of earlier years	-	384
Deferred tax adjustment of Earlier year	-	(1,986)
Net Profit / Loss after Tax (PAT)	5,960	9,733
Other Comprehensive Income for the year (Net of Tax)	2,010	588
Total Comprehensive Income for the year (TCI)	7,970	10,321
Movement of Retained earnings
Opening balance of Retained earning	56,199	44,071
Add: Profit for the year	5,960	9,733
Less: Dividend paid during the year	(868)	(867)
Less: Transfer to General Reserve	(1,200)	(1,500)
Add : Transfer from FVTOCI Reserve	(3)	4,762
Add: Obligation of Financial guarantee pursuant to IND AS, reversed	40	-
Closing balance of Retained earnings	60,128	56,199

SHARE CAPITAL

The paid up capital of the of the Company is '' 8,68,09,060 /- consisting of 8,68,09,060 shares of '' 1/- each. There has been no change in the Capital Structure of the Company during the year under review. The Company does not have any scheme for issue of sweat equity to the employees or Directors of the Company.

The details of Employees Stock Option Schemes (ESOS) are provided in this Report.

DIVIDEND

Your Directors have pleasure in recommending a dividend of '' 0.75 per share (PY '' 1 /- per share) on the equity capital of the Company. This would entail an outflow of '' 651.07 lakhs with a payout ratio of Companyâs consolidated post tax profit. As per the Dividend Distribution Policy of the Company, the Company should strive to distribute at least 10% of Consolidated Post-Tax Profits as dividend.

The payment of dividend is in accordance with the âDividend Distribution Policyâ of the company. The Policy is available on the website of the Company under the weblink - http://www.ramcoindltd.com/policies.html

The Dividend Distribution Policy forms part of this report.

TRANSFER TO GENERAL RESERVES

After appropriations, a sum of '' 601.28 crores has been kept as retained earnings of the company and a sum of '' 12 crores has been transferred to General Reserve. As on 31.03.2024, the General reserve stands at '' 601.28 Crores.

TAXATION

An amount of '' 18.43 crores (P.Y '' 20.28 crores) towards Current Tax, '' 1.52 crores (P.Y '' 2.35 crores) towards Deferred tax has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Macro-Economic Review Global Economy

In 2023, the global economy exhibited strong resilience amidst an uncertain environment with geopolitical tensions and global energy crisis with multiple sanctions. The global economy expanded steadily driven by positive supply trends despite central banks raising interest rates to stabilise prices. The global economy grew by 3.2% in 2023, with a similar pace expected in 2024 and 2025.

Advanced Economy

Steady employment growth and a pick-up in consumer confidence despite continued monetary tightening by major central banks aided the growth of advanced economies. Growth in advanced economies is expected to improve slightly from 1.6% in 2023 to 1.7% in 2024 and 1.8% in 2025.

Emerging Markets and Developing Economies

The emerging markets and developing economies (EMDE) grew by 4.3% in 2023 and is expected to maintain a steady growth of 4.2% in both 2024 and 2025. EMDEs continue to face pressure from high public debt and unstable inflation rates. Global growth though resilient faces the risk from rising interest rates and new price spikes due to geopolitical conflicts like the Russia-Ukraine war, the Red Sea crisis and the Israel-Palestine conflict. Multilateral cooperation will help limit the costs and risks of geoeconomic fragmentation and climate change, speed the transition to green energy, and facilitate debt restructuring.

(Source: World Economic Outlook-IMF, April 2024)

Indian Economy

Amidst challenging global economic scenario, India continued to be the fastest growing major economy. India exhibited strong resilience in 2023-24, primarily driven by government push for infrastructure, digitalisation, ease of doing business, inclusive growth and improved quality of fiscal spending. India rose to fifth place in the global investment destination ranking in 2024 as compared to ninth position it held in 2023, according to PwC CEOâs survey. Domestic credit issuance to the commercial sector has also shown substantial growth.

According to Second Advanced estimates by National Statistics Organisation (NSO), the growth of the economy is estimated at 7.6% in 2023-24, higher than the 7% growth seen in 2022-23. This acceleration in growth is aided by increased investment, consumption growth, improved business sentiments and the financial positions of banks and corporations. Inflation is expected to be controlled and remain within RBIâs target as food prices normalize and government measures like banning exports, increase the supply of key commodities.

According to World Bank estimates, the Indian economy will grow at 7.5% in FY25 mainly led by activity in services and industry, rapid increase in investment and government consumption. Financial conditions in India have remained accommodative amidst global challenges.

(Source: NSO, World bank)

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION :

	PRODUCTION		SALES		TURNOVER
PRODUCT	Qty. in M.T.		Qty. in M.T.		''in Lakhs
	31.03.24	31.03.23	31.03.24	31.03.23	31.03.24	31.03.23
Fibre Cement Sheets / Boards	8,17,449	8,22,593	8,09,428	8,05,339	1,11,407	1,08,449

Fibre Cement (FC) Sheets:

During the year under review, the Sales quantity of FC Sheets grew by around 2% compared to previous year and the Industry reportedly had a static growth for the year. Specific Markets in East, West & South registered a strong growth. New geographical markets for sales are being explored amid stiff competition. Competition is seen emerging from âSingle plant Regional Operatorsâ. Projects in West helped grow business with a higher double digit growth.

Distribution width and depth was the growth engine last year and will continue to remain for the year as well. Taluk level dealer appointment has augmented our distribution. Sales Realisation was up by 3%, where we constantly adjusted the market selling price basis demand.

There was demand noticed in specific segments of industries viz. Tiles, Ceramics & Poultry for roofing requirements. Depreciation of Rupee also affected the raw materialâs cost.

Consistent and Judicious usage of raw materials and supplier negotiations helped to partially mitigate the impact. Strong correlation in sales was noticed when the prices of substitutes went up. Seeding of Colour Sheets in existing distribution network is expected to help build new segment. Newer taluk market penetration contributed higher double digit salience.

Promotional efforts are v''gorously taken to explore new potential areas with more customized products. Greencor, Non-Asbestos roofing sheets have been well accepted in the market and sales has been in encouraging state.

Fibre Cement Boards :

Non Asbestos Category volumes declined by 8%. However due to better contribution from value added products, the value growth was at par to 2022-23.

HICEM witnessed a decline of 16% & HILUX registered a growth of 2% in volumes over 2022-23. HICEM decline was mainly due to the focus on selling in profitable markets & there is a price pressure due to capacity addition by other players. Efforts are taken for increasing the traded products like GI Channel & Frames in the brand of HILUX - PREMIUM to address the customerâs key requirement of a bundled solution from Ramco resulted positively. With this positive response, it is planned to scale up the volumes further and strengthen the range by adding few more accessories during 2024-25.

Efforts on increasing the sales through converting alternative board products like Plywood, MDF and WPC by creating Niche Marketing vertical is yielding results and the contribution from this channel is 12% of our overall volumes during 2023-24. HIDEN (High Density Fibre Cement Board) is launched during 2023-24 and the product has been received well. Retail seeding activities and specifications in Projects are expected to generate incremental volumes by upselling this new product in Fibre Cement Board category.

In line with the Balanced Score Card objectives, the key focus areas for 2024-25 would be to build up Influencer/Specifier Database, increase the intensity of connecting with them and participation in Seminars, Expos & Sponsoring special events on Fire Safety, Acoustic applications etc., to scale up our volumes.

Exports:

9 new channel partners have been appointed during 2023-24 mainly in Israel, UK, Maldives, South Africa and Barbados (North America) as part of our distribution expansion in international markets.

3 new export markets (Egypt, Poland and Antigua) have been added. BBA and KIWA certifications have helped us to register more than 40% growth in UK markets and will see a significant jump in 2024-25 as well. Work in Progress for getting our products certified for the US and Canada Markets.

Sales volume in Fibre Cement Board at GCC and Nepal are in restriction, due to very low market operating prices by local players and competition.

Red sea issues in the 2^nd half of 2023-24 impacted the volumes due to increased lead time, Port congestion and Container availability. However, the situation started improving now.

Ramco SmartBuild tech services offering technical support to all marketing channels of the Company and create awareness on green dry construction.

Ramco SmartBuild tech services delivers design and technical support towards various projects to enhance sale of products like Hilux, Hicem, Hiden, Hilux Lite and other allied products of the Company.

Ramco SmartBuild focusses on revenue generation through projects, technology selling, design consulting, and training. Company is training the applicators, students and technical professionals to promote the organizationâs vision on Green Dry Construction.

The Company provides technical consultancy for design, structure, finishes and board related applications for the best outcome of any dry construction project.

Ramco SmartBuild team supports export management in terms of design and consulting to offer best solutions for various applications in the foreign soil.

Ramco SmartBuild has continuously been working on exploration of various technologies to deliver optimized solutions on fast as well as superior construction methodology.

B. WIND MILLS:

During the Financial Year 2023-24, the Wind energy was good with increase of 4% compared to last year, from the existing 15 Wind Mills.

Position regarding Wind Mills was as follows : -Total Capacity Installed : 16.73 MW

Total Units generated : '' 278.22 Lakh Units (P.Y: 268 Lakh Units)

Income earned : '' 1,817 Lakhs (P.Y: '' 1,645 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :

Production and Sales :

During the year 2023-24, the Unit had produced 26.65 Lakh Kgs. of Cotton Yarn as compared to 33.19 Lakh Kgs. produced during the previous year.

The Unit had sold Yarn at 28.08 Lakh Kgs. (including traded yarn) during the year under rev''ew as against 34.94 Lakh Kgs. during the year 2022-23.

The cotton production in India for the cotton season 2022-23 (October to September) was 319 Lakh bales (170 Kgs), compared to 307 Lakh bales produced in the prev''ous cotton season, representing a 4% increase. However, due to sluggish market demand for cotton yarn, the cotton price remained range-bound between '' 57,000 to '' 62,000 per candy.

At the beginning of the cotton season 2023-24, the CAI estimated the cotton crop for the new season to be 294 Lakh bales (compared to the prev''ous yearâs 319 Lakh bales). However, the actual cotton arrivals in the market reached 310 Lakh bales. The Cotton Corporation of India (CCI) covered 33 Lakh bales during 2023-24 and further increased the MSP price per quintal of medium staple cotton and long staple cotton by 9% and 10% respectively. Despite some price correction in cotton, the fall in yarn prices was much sharper, leading to a wider disparity that affected the margins of yarn spinners across India.

The company strategically shifted its focus to more value-added counts, and imported more high-quality cotton when prices were at reasonable levels. This strategy helped the company procure diversified varieties of cotton from across the globe and offer competitive prices for its yarn. In February 2024, the Government of India exempted Customs duty on the import of Extra Long Staple Cotton exceeding 32 mm, enhancing the competitiveness of Indian exporters for premium products.

Expecting the Cotton Prices will come down and increase in yarn prices, your Directors are hopeful in achiev''ng good results during the year 2024-25.

The Company is taking various steps to expand its market presence both in domestic and international markets and hope to achieve higher volume of sales in value added yarns in the forthcoming years and hope to achieve better performance during the year 2024-25.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:

At a Consolidated level of both the Companies, the Net Sales were SLR 87,106 lakhs (INR 22,752 lakhs) as against SLR 71,955 lakhs (INR 16,384 lakhs) during the corresponding prev''ous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Boardâs Report.

There is no proposal to transfer any amount to the General Reserves and any amount to be retained in the statement of Profit and Loss.

The Company has no material subsidiaries.

Divestment of holdings held in Lynks Logistics Limited

During the year under rev''ew, the Company had sold its entire shareholding of 45,56,35,662 equity shares held in Lynks Logistics Limited (Lynks) to Bundl Technologies Private Limited (âBundlâ operationg under the brand name âSwiggyâ) and simultaneously acquired 21,95,777 Compulsory Convertible Preference Shares (CCPS) of Bundl, in consideration of the sale of shares. Accordingly, Lynks ceased to be an Associate Company with effect from 29^th August, 2023.

CONSOLIDATED FINANCIAL STATEMENTS :

The Company has 5 Associate Companies viz. The Ramco Cements Limited, Rajapalayam Mills Limited, Ramco Systems Limited, Ramco Industrial and Technology Services Limited, Madurai Trans Carrier Limited.

As per Section 136(1) of the Companies Act,2013 the financial statements including consolidated financial statements are available at the Companyâs website at the following link at http://www.ramcoindltd.com/financial-performance.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Companyâs website. The Company shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to '' 72.97 crores for the year ended 31^st March, 2024 as compared to '' 107.62 crores of the previous year.

The Consolidated Total Comprehensive Income for the year under review is '' 177.48 crores as against '' 131.18 crores of the previous year. Key Financial Ratios

Pursuant to Schedule V (B) of SEBI (LODR), the Key Financial Ratios for the year 2023-24 are given below:


SI. No.	Particulars	2023-24	2022-23	Formula adopted	Variation	Reasons where the variance is over 25%
1	Debtors Turnover Ratio (days)	19	24	365 days/(Revenue from sale of Products / Average Trade Receivables)	-21%
2	Inventory Turnover Ratio (days)	158	131	365 days/(Revenue from sale of Products / Average Inventories)	21%
3	Interest Coverage Ratio	5.64	8.08	EBITDA/(Interest Interest Capitalised)	-30%	Due to Less Operating Cash Profit and increase in Finance Cost
4	Debt Service Coverage Ratio	2.24	4.29	(EBITDA-Current Tax)/(Principal repayment Total Interest)	-48%	Due to Less Operating Cash Profit and increase in Finance Cost
5	Current Ratio	1.6	1.48	Total Current Assets/Total Current Liabilities	8%
6	Debt-Equity Ratio	0.02	0.04	Long Term Debt / Total Equity	-50%	Decrease in Long Term Borrowings
7	Operating Profit Margin	6%	8%	Operating Profit Before Tax / Net Income from Operation	-25%	Decrease in Operational margin
8	Net Profit Margin	4%	7%	Net Profit after Tax / Total Income	-43%	Decrease in Operational margin
9	Return on Networth	9%	12%	(Total Comprehensive Income Interest) / Average Net worth	-25%	Decrease in Operational margin
10	Total Debt / EBITDA	1.74%	2.03	Total Debt / EBITDA	-14%
11	Return on Capital Employed	7%	9%	Total Comprehensive Income Interest / (Average of Equity plus Total Debt)	-22%
12	Price Earnings Ratio	29.27	11.06	Market price per share as at 31^stMarch / Earning per share	165%	Increase in Market Price and Decrease in Earnings
eBITDA denotes Operating Profit Before Tax Interest Depreciation & Amortisation

Directors and Key Managerial Personnel:

Pursuant to rule 8(5) (iii) of the Companies ( Accounts ) rules, 2014, it is reported that Shri Hariharan Thiagarajan (DIN 00174846) has been appointed as an Independent Director with effect from 1.02.2024 for a period of five years by members, through Postal ballot. Further Shri R.S Agarwal (DIN 00012594) Independent Director had retired on 31.03.2024 due to completion of two consecutive five years each in office. The Board has recorded its appreciation for the contributions made by him to the Company during his tenure.

In accordance with the Section 159 and other applicable statutory prov''sions of the Companies Act, 2013, Regulation 17(1 A) of SEBI (LODR) and the Companyâs Articles of Association, Shri S.S. Ramachandra Raja (DIN 00331491), aged 88 years, retires at the ensuing Annual General Meeting and being eligible, has offered himself and seeks for his re-appointment, which was recommended by Nomination and Remuneration Committee and Special resolution has also been included as he attained the age of 75 years as per Regulation 17(1A) of SEBI (LODR), in the Notice convening the 59^th Annual General Meeting scheduled to be held on 16.08.2024, for the approval of members.

Also, Justice Shri P P S Janarthana Raja (Retd.)(DIN 06702871), aged 73 years, is proposed to be appointed as an Independent Director for a period of 5 years from 1.10.2024, as recommended by Nomination and Remuneration Committee and recommended by Board of Directors and a Special resolution has also been included as he will be attaining the age of 75 years during his term, as per Regulation 17(1A) of SEBI (LODR), in the Notice convening the 59^th Annual General Meeting scheduled to be held on 16.08.2024, for the approval of members.

The disclosures for appointment/ re-appointment of Directors as required under Secretarial Standards - 2 are available in the Notice convening the AGM.

The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation.

The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it is reported that there have been no changes in the Directors and Key Managerial Personnel other than above, during the year under rev''ew and after the end of the year and upto the date of the report.

The Company had formulated a code of conduct for the Directors and Senior Management Personnel and the same has been complied with.

The Audit Committee has four members after retirement of Shri R.S. Agarwal, Independent Director on 31.03.2024, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies Act, 2013 it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

The Company has a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees duly approved by the Board of Directors, based upon the recommendation of the Nomination and Remuneration Committee, in accordance with Section 178(3) of the Companies Act, 2013.

As per Prov''sion to Section 178(4) of the Companies Act, 2013, the salient features of the Nomination and Remuneration Policy should be disclosed in the Boardâs Report. Accordingly, the following disclosures are given :

Salient Features of the Nomination and Remuneration Policy :

The objective of the Policy is to ensure that -

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and SEBI (LODR).

The web address of the Policy is - https://www.ramcoindltd.com/file/Investors/Policies/Nomination_and_Remuneration_Policy.pdf

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations, the details of the Familiarisation Programme for Independent Directors are available at the Companyâs website, at the following link at http://www.ramcoindltd.com/files/ DIRECTORS_FAMILIARISATION_PROGRAMME.pdf

The details of the familiarization programme are explained in the Corporate Governance Report also.

The details of remuneration received by the Managing Director, during the year under review are available in the Corporate Governance report.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR), the Board of Directors have evaluated the performance of Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of SEBI (LODR), the Board of Directors have reviewed and observed that the evaluation framework of the Board of Directors was adequate and effective.

The Company would continue to familiarise its Directors on the industry, technological and statutory developments, which have a bearing on the Company and the industry, so that Directors would be effective in discharging their expected duties.

MEETINGS

During the year, seven Board meetings were held. The details of number and dates of Meetings of the Board and Committees held during the financial year including the number of meetings attended by each Director are given in the Corporate Governance Report. The details of the Committees constituted by the Board are available in the Corporate Governance Report. There are no changes in the composition of the committees during the year under review.

RECOMMENDATION OF AUDIT COMMITTEE

There has not been an occasion, where the Board had not accepted any recommendation of any Committee of the Board. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial standards and that such systems are adequate and operating effectively. The Company is in compliance with all the applicable Secretarial Standards.

PUBLIC DEPOSITS

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 it is reported that no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments along with the purposes are provided under Notes No.9,10,40,41 of Notes to the separate Financial Statements.

AUDITS

STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act,2013 M/s.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company at the 52^nd Annual General Meeting, were re-appointed at the 57^th Annual General Meeting of the Company for another and second term of 5 years. No change is proposed in the Auditors for the Company.

In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations 2015, the auditors have submitted the necessary certificates issued by peer review board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Companyâs Auditors.

COST AUDIT

As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014 the company is required to maintain cost records and accordingly such records and accounts are made and maintained.

The Board of Directors at their meeting held on 28.05.2024, as recommended by Audit Committee, had approved the appointment of M/s N.Sivashankaran & Co, Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records relating to manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn for the year 2024-25 at a remuneration of '' 3,00,000/- (Rupees Three lakhs only) exclusive of GST and out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 59^th Annual General Meeting scheduled to be held on 16^th August, 2024, for ratification by the Members.

The Cost Audit Report for the financial year 2022-23 due to be filed with Ministry of Corporate Affairs by 10.09.2023 had been filed on 02.09.2023. The Cost Audit Report for the financial year 2023-24 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with Ministry of Corporate Affairs, within 30 days of such submission.

SECRETARIAL AUDIT

M/s S. Krishnamurthy & Co., Company Secretaries, has been appointed to conduct the Secretarial Audit of the Company. Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31^st March, 2024 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

There are no changes in the Statutory, Cost and Secretarial Auditors of the Company during the year under review and upto the date of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Clause 22 of Secretarial Standard on Report of the Board of Directors (SS 4), a copy of the Annual Return in Form MGT -7 for the year ended 31^st March 2023 has been placed on the website of the Company and the web link of such Annual Return is https://www.ramcoindltd.com/annual_returns.html

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015. As required under Schedule V (C) of SEBI (LODR), a report on Corporate Governance being followed by the Company is attached as Annexure - 3.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No: 10(l) of Corporate Governance Report.

As required under Schedule V (E) of SEBI (LODR), a Certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance is attached as Annexure - 4.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (LODR), Certificate from the Secretarial Auditor that none of the Companyâs Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that âAs the Organisation grows, the Society and Community around it also grows.â

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2023-24 is '' 214.58 lakhs (after adjusting previous year 2022-23 excess of '' 46.89 lakhs from '' 261.47 lacs which is 2% of average net profit of past 3 years for the year 2023-24). As against this, the Company has spent '' 218.92 lakhs on CSR. CSR Committee recommended to carry forward and set off the excess amount spent to the tune of '' 4.34 lakhs to the financial year 2024-25. Also the Company had spent a sum of '' 26.83 lakhs on other social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.The Annual Report on CSR activties as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR), the Company has established a Vigil mechanism and has a Whistle Blower Policy. The Policy prov''des the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints can be made in writing to be dropped into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to these. The Policy prov''des to the complainant access to the Chairman of the Audit Committee. The web link for the Vigil Mechanism is disclosed in the Corporate Governance Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR), the Company has developed and implemented the Risk Management Policy. The policy env''sages identification of risk and procedures for assessment and strategies to mitigate/minimisation of risk thereof. The Risk Management Policy of the Company is available at the Companyâs website, at the following weblink:http://www.ramcoindltd.com/files/RISK_MANAGEMENT_ POLICY_RIL.pdf.

RISK MANAGEMENT

The Companyâs risk management system is designed to identify the potential risks that can impact the business and dev''ce a framework for its mitigation along with periodical reviews to reflect changes in market conditions and the companyâs activties. The Companyâs Board of Directors has the overall responsibility of the establishment and oversight of risk management framework. The Audit Committee and Risk management committee periodically review the execution of risk management plan and advice the management wherever necessary.

	Key Risks	Mitigation measures
	Currency Fluctuation Risks
	The Company has exposure to USD and other foreign currency denominated transactions for import of Raw material, Stores & Spares and Capital goods, besides exports of finished goods and borrowings in foreign currency. Any unfavourable movement in currency prices can impact profitability.	The Company has Forex hedging policies to hedge Foreign currency loans, import transactions by booking forward contracts based on the prevailing foreign exchange market conditions, after taking into consideration the anticipated foreign exchange inflows/outflows, timing of cash flows, tenure of the forward contract. The company, in its textile Division, avails Packing credit in foreign Currency on receipt of export orders and hence the incidence of currency fluctuations are minimised.

	Information Technology Risk
	The Companyâs operations are completely dependent on IT systems, which requires careful management of the information that is in our possession to ensure data privacy. The cyberattack threat of unauthorised access and misuse of sensitive information or disruption to operations continue to increase across the world. Such an attack would affect the business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.	Organizationâs Critical Data is stored in an Information Rights Management System. Data is encrypted as per policy, to protect security and privacy. Endpoint device security is enabled in the entire organization to block all unauthorized data transfers. Strong virus, malware, grey-ware, spyware, Trojans, spam, ransomware protection systems with Botnet Protection, Application Control and Web Application Firewall have been deployed. Hardware like, routers, firewalls, servers, secure remote access, endpoints are kept OEM up-to-date. All obsolete hardware, software, protocols and operating system are not in use. Strong IT policies are in place to protect business data and data privacy. All external communication media have ACL (Access Control List). Integrated Data Protection Manager deployed for backup purpose. Mission critical applications and data are replicated from the data centre to Disaster Recovery Site for business continuity.


	Interest rate Risk
	Interest rate risk arises from long-term borrowings with variable rates, which exposed the company to cash flow interest rate risk. The Companyâs fixed rate borrowing are carried at amortized cost and therefore are not subject to interest rate risk as defined in Ind AS 107 since neither the carrying amount nor the future cash flows will fluctuate because of the change in market interest rates. The Company is exposed to the evolution of interest rates and credit markets for its future refinancing, which may result in a lower or higher cost of financing, which is mainly addressed through the management of the fixed/ floating ratio of financial liabilities.	The Company constantly monitors credit markets to strategize a well-balanced maturity profile in order to reduce both the risk of refinancing and large fluctuations of its financing cost. The Company believes that it can source funds for both short term and long term at a competitive rate considering its strong fundamentals on its financial position.

	Liquidity Risk
	Liquidity Risks are those risk that the Company will not be able to settle or meet its obligations on time or at reasonable price	Monitoring and optimizing working capital is achieved through tightened control measures in collection of receivables, negotiation of credit periods with suppliers, maintain adequate inventory based on business requirements and thereby maintaining a level of cash and cash equivalents deemed adequate to finance the companyâs operations. The Company maintains flexibility in funding by keeping both committed and uncommitted credit lines available with bankers. The Company has laid well defined policies and procedures facilitated by robust information system for timely and qualitative decision making by the management including its day-to-day operations
	Geo-Political Risk - (Russia -Ukrain war risk)
	The companyâs geo-political risk arises from its sourcing the raw material from Russia on whom US, UK, EU and other countries have imposed partial sanctions.	The company is able to import of raw material from Russia and the companyâs banks are making payments to Russian origin goods on submission of declaration and after making necessary checks with respect to restrictions on sanctions. However, to mitigate the risk, the company reviewing constantly its share of its purchases from nonRussian countries and also considers making payment to non-Russian countries and in currencies other than USD. To mitigate the risk, the company maintains adequate stock levels so that there is no disruption in production.
	Credit Risk
	Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Companyâs receivables. Treasury Operations and other operations that are in the nature of lease. The Companyâs exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company extends credit to its customers in the normal course of business by considering the factors such as financial reliability of customers. The Company evaluates the concentration of the risk with respect to trade receivables as low, as it customers are located in several jurisdictions and operate in largely independent markets.	The Company maintains adequate security deposits / Bank Guarantees from many of its customers based on market condition. Advance payments are obtained for the value of the material from the Project / one time / new entrants. The exposures with the Government are generally unsecured by they are considered as good. However, unsecured credits are extended based on the creditworthiness of the customers on case to case basis. Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the Company and where there is probability of default, the Company creates provision based on Expected Credit Loss for trade receivables under simplified approach.

Marketing Risk
Fibre Cement Industry is a highly competitive industry, largely due to dependants in fibre imports. More manufacturing capacity have sprung up.	Quality Product with pricing, Benchmarking, Substitutes and In-House Branding will help get an edge over competition.
Fibre Cement Industries is seasonal in nature and logistic sensitive.
Human Resource Risk
Loss of key employees due to resignation or retirement, overstaffing / understaffing, higher attrition rate, inadequate training for employees, employee wellness, and disturbances in industrial relations are identified as the key risk factors in human resource	Human Resource risk is mitigated by forecasting annual manpower to hire right people at right time. Various retention methodologies are followed like employee friendly benefits like extending loan schemes, transfer option to preferred location in genuine cases, Group Medical Insurance and Group Personal Accident Insurance Scheme and buffer scheme. Training programmes are conducted to employees based on functional roles. Periodic Wellness sessions on health related topics are being conducted with expert doctors from reputed hospitals. Maintaining cordial relationship with Unions, local leaders and carrying out CSR projects relevant to the local needs have ensured that there were no loss of man-days due to such disturbances.

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also periodically placed before the Audit Committee for its approval. The details of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by Shareholders at 56^th Annual General Meeting held on 19.08.2021, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of SEBI (LODR).

In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46 (2) (g) of SEBI (LODR), the Related Party Transaction Policy is disclosed in the Companyâs Website and its weblink is - https://www.ramcoindltd.com/file/Investors/Policies/RELATED_PARTY_TRANSACTION_POLICY_RIL_29012020.pdf

As required under Regulation 46(2)(h) of SEBI (LODR), the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is - https://www.ramcoindltd.com/file/MATERIAL_SUBSIDIARY_POLICY_2015.pdf

MATERIAL CHANGES SINCE 1^st APRIL 2024

There have been no other material changes affecting the financial position of the company between the end of the financial year and till the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure - 8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures with respect to remuneration as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - 9.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Companies Act, 2013 the said Annexure is open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

EMPLOYEE STOCK OPTION SCHEME (ESOS) At the Annual General Meeting held on 19.08.2021 the Members had approved the following Employee Stock Option Schemes :
Name of the Scheme	Total No of Options	Exercise Price	Vesting Period	Maximum Term	Source	Variation in terms
ESOS 2021- Plan A	5,00,000	'' 1/- per share	One year from the date of grant	On or before 31^st December of the Immediately succeeding financial year in which the vesting was done	Primary	Nil
ESOS 2021- Plan B	5,00,000	'' 30/- per share	One year from the date of grant	On or before 31^st December of the Immediately succeeding financial year in which the vesting was done	Primary	Nil

The relevant disclosure in terms of Rule 12 of Companies (Share capital and Debentures) Rules, 2014 and Secretarial Standard on Report of the Board of Directors are given below :

Details of Movement of Employee Stock Options during the year:

Sl.No	Particulars	ESOS 2021 PLAN A	ESOS 2021 PLAN B
(a)	Number of options granted during the year	Nil	Nil
(b)	Number of options vested during the year	Nil	Nil
(c)	Number of options exercised during the year	Nil	Nil
(d)	Number of shares arising as a result of exercise of options	Nil	Nil
(e)	Number of options lapsed during the year	Nil	Nil
(f)	Exercise Price	'' 1/-	'' 30/-
(g)	Variation of terms of options	Nil	Nil
(h)	Money realized by exercise of options (INR), if scheme is implemented directly by the Company	Nil	Nil
(i)	Total Number of options in force (available for grant, but not yet granted)	3,66,500	4,87,500
(j)	Employee-wise details of options granted to	Nil	Nil
	(i) Key Managerial Personnel	Nil	Nil
	(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year	Nil	Nil
	(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil	Nil

The purpose of these plans are to facilitate Eligible Persons (Employees with Long Service and Contributed to the growth of the Company) through ownership of shares of the Company to participate and gain from the Companyâs performance, thereby acting as a suitable reward. Participation in the ownership of the Company, through share based compensation schemes will be a just reward for the employees for their continuous hard work, dedication and support, which has led the Company to be what it is today.

The Plan is intended to :

* Create a sense of ownership within the organisation;

* Encourage Employees to continue contributing to the success and growth of the organisation;

* Retain and motivate Employees;

* Encourage eligible persons to align their performance with Company objectives;

* Reward Eligible persons to align their performance with Company objectives;

* Align interest of Eligible Persons with those of the organisation.

The Schemes are in compliance with the SEBI Regulations. During the year under review, no material changes have been made in the schemes.

A Certificate from the Companyâs Statutory Auditors, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and resolution passed by the Members of the Company, has been received and same is attached as Annexure -10.

The details as required under part F of Schedule I read with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosed on the companyâs website and the weblink is given below :

https://www.ramcoindltd.com/esos.html

INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest cooperation for the various cost reduction measures of the Company. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

CREDIT RATING

The ratings for the Companyâs borrowing are available in Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The details of key initiatives with respect to Stakeholder relationship, customer relationship, environment, sustainability, health and safety are available in the BRSR for the year 2023-24 which forms part of this report.

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2024-25 respectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years was transferred to IEPF as detailed below :

The due date for transfer of Unpaid Dividend for the financial year 2016-17 to Investor Education Protection Fund is 02.09.2024. There is no other unpaid dividend amount transferred to IEPF during the financial year 2023-2024.

Shares corresponding to the dividend for the financial year 2015-16 were transferred to IEPF, as detailed below :

	No. of Shares	Date of Transfer to IEPF
	6,868	06-04-2023

Year wise amount of unpaid /unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferred to IEPF and due dates for such transfer, are tabled below:


Year	Type of Dividend	Date of Declaration of Dividend	Last Date for Claiming Unpaid Dividend	Due Date for Transfer to IEP Fund	No. of Shares of '' 1/- each	Amount of unclaimed / unpaid Dividend as on 31-03-2024 ''
2016-17	Dividend	04-08-2017	03-08-2024	02-09-2024	3,87,483	1,93,741.50
2017-18	Dividend	03-08-2018	02-08-2025	01-09-2025	2,77,287	1,38,643.50
2018-19	Dividend	08-08-2019	07-08-2026	06-09-2026	2,24,378	1,12,189.00
2019-20	Interim Dividend	03-03-2020	02-03-2027	01-04-2027	3,52,498	1,76,249.00
2020-21	Dividend	12-03-2021	11-03-2028	10-04-2028	2,32,431	2,32,431.00
2021-22	Dividend	10-08-2022	09-08-2029	08-09-2029	3,99,189	3,99,189.00
2022-23	Dividend	10-08-2023	09-08-2030	08-09-2030	2,14,585	2,14,585.00

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that

(a) They had followed the applicable accounting standards along with proper explanation relating to material departures if any, in the preparation of the annual accounts for the year ended 31^st March, 2024;

(b) They had selected such accounting policies and applied them consistently and made judgements and estimates 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, 2024 and of the profit of Company for the year ended on that date;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the company continued with respect of economical mix for manufacture of fibre cement sheets, calcium silicate boards, fibre cement boards and non-asbestos roofing sheets. Our Research and Development Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL).

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

Mar 31, 2022

Your Directors have pleasure in presenting their 57^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2022.

FINANCIAL RESULTS	For the Year ended 31.03.2022 '' in lakhs Separate	For the Year ended 31.03.2021 '' in lakhs Separate
Total Revenue	1,21,447	1,04,952
Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT)	19,810	19,753
Less : Interest	853	949
Profit before Depreciation and Tax (PBDT)	18,957	18,804
Less : Depreciation	2,931	2,762
Add : Exceptional items	-	-
Net Profit/ Loss before Tax (PBT)	16,026	16,042
Less: Provision for Taxation - Current	4,609	4,541
Deferred	724	423
Net Profit / Loss after Tax (PAT)	10,693	11,078
Other Comprehensive Income for the year (Net of Tax)	(177)	1,429
Total Comprehensive Income for the year (TCI) Movement of Retained earnings	10,516	12,507
Opening balance of Retained earning	34,983	26,674
Add: Profit for the year	10,693	11,078
Less: Dividend paid during the year	-	(867)
Less: Transfer to General Reserve	(1,600)	(1,900)
Add : Transfer from FVTOCI Reserve	(5)	(2)
Closing balance of Retained earnings	44,071	34,983

SHARE CAPITAL

The paid-up capital of the Company is '' 8,66,63,060/- consisting of 8,66,63,060 shares of '' 1/- each. There has been no change in the capital structure of the Company during the year under review. The Company does not have any scheme for issue of sweat equity to the employees or Directors of the Company.

DIVIDEND

Your Directors have recommended a dividend of '' 1/- per equity share for the year 2021-2022 which amounts to '' 866.64 lakhs. For the previous year 2020-21, the Company had paid dividend of ''1.00 per share which amounts to '' 866.64 lacs.

The above recommendation of the dividend by the Directors is in accordance with the âDividend Distribution Policyâ of the company. The Policy is available on the website of the Company under the weblink - http://www.ramcoindltd.com/policies.html

The Dividend Distribution Policy forms part of this report.

TRANSFER TO GENERAL RESERVE

After appropriations, a sum of '' 440.71 crores has been kept as retained earnings of the company and a sum of '' 16 crores has been transferred to General Reserve. As on 31-03-2022, the General reserve stands at '' 498.73 Crores.

TAXATION

An amount of '' 46.09 crore (P.Y '' 45.41 crore) towards Current Tax, '' 7.24 crore (P.Y '' 4.23 crore) towards Deferred tax has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT GLOBAL ECONOMY

The war in Ukraine has triggered a costly humanitarian crisis that demands a peaceful resolution. At the same time, economic damage from the conflict will contribute to a significant slowdown in global growth in 2022 and add to inflation. Fuel and food prices have increased rapidly, hitting vulnerable populations in low-income countries hardest.

Global growth is projected to slow from an estimated 6.1 percent in 2021 to 3.6 percent in 2022 and 2023. This is 0.8 and 0.2 percentage points lower for 2022 and 2023 than projected in January. Beyond 2023, global growth is forecast to decline to about 3.3 percent over the medium term. War-induced commodity price increases and broadening price pressures have led to 2022 inflation projections of 5.7 percent in advanced economies and 8.7 percent in emerging market and developing economies-1.8 and 2.8 percentage points higher than projected last January. Multilateral efforts to respond to the humanitarian crisis, prevent further economic fragmentation, maintain global liquidity, manage debt distress, tackle climate change, and end the pandemic are essential.

INDIAN ECONOMY

Asian Development Bank (ADB) during May 2022 said that Indian economy is projected to grow by 7.5 per cent in the current financial year and the growth would accelerate to 8 per cent in 2023-24.The economic growth in the coming years will be supported by increased public investment in infrastructure and a pickup in private investment, according to the Asian Development Outlook (ADO) 2022, the latest edition of ADBâs flagship economic publication.

The outlook assumes sustained progress in COVID-19 vaccinations while also that any new variants of the virus would be of limited severity. It also factors in the impact of Russiaâs invasion of Ukraine, primarily higher global oil and commodity prices that will contribute to rising inflation and a widening of the current account deficit, ADB said in the report.

âIndia is on the path to a sustained economic recovery, thanks to the vigorous countrywide drive to deliver safe and wide-reaching COVID-19 vaccinations, which helped reduce the severity of the third pandemic wave with minimal disruptions to mobility and economic activity,â said ADB Country Director for India Takeo Konishi Global Economy.

OUTLOOK

The Increasing government funding in public infrastructure is expected to encourage growth and attract private investment through a strong multiplier effect in the industry. However, supply-side bottlenecks are expected to remain persistent with gradually rising international crude oil prices and growing raw material costs in 2022-23. The availability of budgetary space to ramp up capital spending, advantage from supply-side reforms, regulatory relaxation, and continued export growth will also contribute to growth in 2022-23. As per IMFâs World Economic Outlook projections, Indiaâs real GDP is projected to grow at = 8.9% in 2022-23 and 7.1% in 2023-24, which is expected to make India the fastest growing major economy in the world for all 3 years between 2021-22 and 2023-24.

Review of Operations and Current Trends A. BUILDING PRODUCTS DIVISION:

	PRODUCTION		SALES		TURNOVER
PRODUCT	Qty. in M.T.		Qty. in M.T.		''in Lakhs
	31.03.22	31.03.21	31.03.22	31.03.21	31.03.22	31.03.21
Fibre Cement Sheets	6,52,460	6,10,925	6,73,621	6,22,731	76,551	71,361
Fibre Cement Boards	85,795	68,032	87,018	75,387	18,047	13,166

a. Fibre Cement (FC) Sheets:

During the year under review, the Sales quantity of FC Sheets grew by around 8% compared to previous year and the Industry reportedly grew by 6% for the year. Specific Markets in East and West registered a strong growth.New geographical markets for sales are being explored amid stiff competition.

Distribution width and depth was the growth engine last year and will continue to remain for the year 2022-23 as well. Realisation was down by 1% inspite of raw material, transportation cost increase thereby affecting the margins.

There was demand noticed in specific segments of industries viz Tiles, Ceramics & Poultry for roofing requirements. Depreciation of Rupee also affected the raw materialâs cost.

Consistent and Judicious usage of raw materials and supplier negotiations helped to partially mitigate the impact. Strong correlation in sales was noticed when the prices of substitutes went up. Seeding of Color Sheets in existing distribution network is expected to help build new segment.

Promotional efforts are vigorously taken to explore new potential areas with more customized products. Greencor, Non-Asbestos roofing sheets have been well accepted in the market and sales has been in encouraging state.

b. Fibre Cement Boards :

Post the revival after the pandemic, markets had opened from the second quarter of 2021-22. Hicem witnessed a growth of approximately 14% over the prev''ous year.

Hilux and Greencor recorded a good growth of about 40% over the last fiscal. Large projects which were on hold due to the pandemic were re-started and this had helped to build the volumes. Overall the Non-Asbestos category grew by 25% of previous year. New Products like HIDEN (High Density Fibre Cement Boards), Hilite (Low Density Calcium Silicate Tiles) and INSTAWALL (Sandwich Panels) are being planned and are expected to be launched by the 2^nd Quarter of 2022-23.

New digital campaigns have been planned for the year 2022-23, which will help to penetrate new markets and particularly Tier 2 Cities/ Towns. Special focus has been brought in for appointment of channel partners in Second Tier towns which will bring in volumes additionally. 7 Large hospital projects for Cov''d in Delhi have been finalized, which will bring 6,000 MT of Hilux additionally.

Exports: New partners have been appointed in Nepal, US, UK and Canada for Non-Asbestos and this will bring in additional volumes for the fiscal.

There were a quite a few large volume orders which remained unexecuted due to very steep increase in freight costs, and also due to acute shortage in container availability. Steady increase in demand for Greencor is seen from Nepal, Oman & UAE.

5 New Export markets have been added and Export Sales has been getting back to the earlier levels, very positive during the last financial Year.

SmartBuild Tech Serv''ces offering complete solutions and awareness in Green Dry Construction was started in September 2017 currently executing turnkey projects with an approximate value of '' 10 Crores. Also have promising venture of approximately '' 25 Crores of business, expected in FY 2022-2023.

Ramco SmartBuild has Designed Government Projects for Greater Chennai Corporation and Companyâs Products are Specified in their Tender / BOQ which is currently in Execution Phase.

Ramco SmartBuild Offers Various Technical Methodologies using G I Frames, LGSF (Light Gauge Steel Frame), Hybrid Structures in Dry Wall Partition, False Ceiling, Ramco InstaWall Panels in various locations.

In this year, SmartBuild Team and R&D are jointly working in the Development of Prefab Dry Wall Panels and Factory Engineered Buildings.

c. Fibre Cement Pressure Pipes:

Operations of Pressure Pipes continued to be under pressure owing to the sluggish market. The existing lease agreement entered into with M/s Kanoria Sugar and General Manufacturing Company Limited has ended in March 2022.

B. WIND MILLS:

During the Financial Year 2021-22, the Wind energy was moderate with decrease of 3% compared to last year, from the existing 15 Wind Mills.

Position regarding Wind Mills was as follows: -Total Capacity Installed : 16.73 MW

Total Units generated : 232 Lakh Units (P.Y: 239 Lakh Units)

Income earned : '' 1,389 Lakhs (P.Y: '' 1,456 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :Production and Sales :

During the year 2021-22, the Unit had produced 30.52 Lakh Kgs. of Cotton Yarn as compared to 25.22 Lakh Kgs. produced during the previous year.

The Unit had sold Yarn at 35.09 Lakh Kgs. (including traded yarn) during the year under review as against 33.28 Lakh Kgs. during the year 2020-21.

During the year under review, the performance of the Cotton yarn division increased when compared to previous year. Increase of yarn selling price, reduction in power cost, due to implementation of energy saving measures and decrease of manpower cost on account of Automation of machineries in the second half year, contributed for growth in the performance of the Company and savings in the operating cost during the year 2021-22.

Expecting the same Level of moderation in cotton prices & stability in yarn prices, your Directors are hopeful in achieving good results during the year 2022-23.

The Company was able to overcome the challenges posed by pandemic by continuous engagement with the Customers and none of the sales contracts was cancelled during this challenging period, though there was some deferment in the delivery schedule, which has been subsequently shipped successfully.

There is a steep increase in Raw Cotton price and stability in yarn price. There is huge demand in Raw Cotton in the Market and the Ginners are not able to reduce the price. This will affect the profitability in the current year 2022-23.

The Company is taking various steps to expand its market presence both in domestic and international markets and hope to achieve higher volume of sales in value added yarns in the forthcoming years.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:

There was increase in sales during the last year.

At a Consolidated level of both the Companies, the Net Sales were SLR 82,752 lakhs (INR 30,362 lakhs) as against SLR 58,135 lakhs (INR 22,934 lakhs ) during the corresponding previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Boardâs Report.

The Company proposes to transfer an amount of '' 1,600 lakhs to the General Reserves. An amount of '' 44,071 lakhs is proposed to be retained in the statement of Profit and Loss.

The Company has no material subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS :

The Company has 6 Associate Companies viz. The Ramco Cements Limited, Rajapalayam Mills Limited, Ramco Systems Limited, Ramco Industrial and Technology Services Limited, Madurai Trans Carrier Limited and Lynks Logistics Limited.

As per Section 136(1) of the Companies Act,2013 the financial statements including consolidated financial statements are available at the Companyâs website at the following link at http://www.ramcoindltd.com/financial_performance.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Companyâs website. The Company shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to '' 126.52 crores for the year ended 31^st March, 2022 as compared to '' 115.93 crores of the previous year.

The Consolidated Total Comprehensive Income for the year under review is '' 301.02 crores as against '' 289.29 crores of the previous year.

Key Financial Ratios

Pursuant to Schedule V (B) of LODR, the Key Financial Ratios for the year 2021-22 are given below:

SI.	Particulars	Ratios		Variations	Formula Adopted	Reasons where the
No.	Particulars	FY21-22	FY20-21	Variations	Formula Adopted	variance is over 25%
1.	Debtors turnover	32	31	3%	365 days/(Net Revenue/ Average Trade
	ratio (days)				Receivables)
2.	Inventory turnover	111	121	-8%	365 days /(Net Revenue / Average
	ratio (days)				Inventories)
3.	Interest coverage	23.22	19.42	20%	(Operating Profit Before Tax Interest)/
	ratio (times)				(Interest Interest Capitalised)

SI.	Particulars	Ratios		Variations	Formula Adopted	Reasons where the
No.	Particulars	FY21-22	FY20-21	Variations	Formula Adopted	variance is over 25%
4.	Debt service Coverage Ratio (Times)	7.73	3.52	119%	(EBITDA - Current Tax) / (Principal repayment Total Interest)	Lower Term Loan repayment and reduced interest rates during the current year has improved the ratio
5.	Current ratio (Times)	1.35	1.38	-2%	Total Current Assets/ Total Current Liabilities
6.	Debt-equity ratio (Times)	0.22	0.17	29%	Total Debt/Total Equity	The variation is due to increased working capital borrowing
7	Operating Profit margin (%)	14%	16%	-13%	Operating Profit Before Tax/Net Revenue
8.	Net Profit margin (%)	9%	11%	-18%	Net Profit/Net Revenue
9.	Return on Net worth (%)	13%	17%	-24%	Total Comprehensive Income Interest/ Average Net worth
10.	Total Debt/EBITDA (Times)	1.13	0.77	47%	Total Debt/EBITDA	Increase in Borrowings
11.	Return on Capital Employed (%)	10%	13%	-23%	Total Comprehensive Income Interest/ (Average of Equity plus Total Debt)
12.	Price Earnings Ratio (Times)	17.08	20.08	-15%	Market Price per share as at 31^st March/Earning per share

a. EBITDA denotes Operating Profit Before Tax Interest Depreciation DIRECTORS

Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it is reported that, there have been no changes in the Key Managerial Personnel during the year under review.

In accordance with the Section 159 and other applicable statutory provisions of the Companies Act, 2013, Regulation 17(1A) of LODR and the Companyâs Articles of Association, Shri N.K.Shrikantan Raja (DIN: 00350693), Director, retires at the ensuing Annual General Meeting and being eligible, has offered himself and seeks for his re-appointment vide Special Resolution as he will be attaining the age of 75 years during his next tenure, which was recommended by Nomination and Remuneration Committee.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors on 18-05-2022 re-appointed Shri P.V. Abinav Ramasubramaniam Raja (DIN 07273249) as Managing Director of the Company, subject to the approval of members, for a period of 5 years from 4-06-2022 to 3-06-2027. The Special Resolution for his re-appointment as Managing Director and remuneration payable to him have been included in the Notice convening 57^th Annual General Meeting for the approval of Members.

The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation. The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Act.

The Company had formulated a code of conduct for the Directors and Senior Management Personnel and the same has been complied with.

The Audit Committee has five members, out of which four are Independent Directors. Shri Ajay Bhaskar Baliga, Independent Director has been inducted as member of Audit Committee and Risk Management Committee. Pursuant to Section 177(8) of the Companies Act, 2013 it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

As per Proviso to Section 178(4), the salient features of the Nomination and Remuneration Policy should be disclosed in the Boardâs Report. Accordingly, the following disclosures are given:

Salient Features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that -

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and insentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and LODR. Among other things, during the year under review, the responsibilities of compensation committee as defined in SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been assigned to Nomination and Remuneration Committee.

The web address of the Policy is - http://www. https://www.ramcoindltd.com/file/Investors/Policies/Nomination_and_Remuneration_ Policy.pdf

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Companyâs website, at the following link at http://www.ramcoindltd.com/file/Investors/ Board_of_Directors/2021-2022/DIRECTORS FAMILIARISATION PROGRAMME 2021-22.pdf

The details of the familiarization programme are explained in the Corporate Governance Report also.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

Pursuant to Regulation 17(10) of LODR, the Board of Directors have evaluated the performance of Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of LODR, the Board of Directors have reviewed and observed that the evaluation framework of the Board of Directors was adequate and effective.

The Boardâs observations on the evaluations for the year under review were similar to their observations for the previous year. No specific actions have been warranted based on current year observations. The Company would continue to familiarise its Directors on the industry, technological and statutory developments, which have a bearing on the Company and the industry, so that Directors would be effective in discharging their expected duties.

MEETINGS

During the year, eight Board meetings were held. In accordance with Clause 9 of Secretarial Standard 1, the details of number and dates of Meetings of the Board and Committees held during the financial year indicating the number of meetings attended by each Director are given in the Corporate Governance Report.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial standards and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 it is reported that no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures commensurate with the size & nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments along with the purposes are provided under Notes No.08, 09,39 and 44 of Notes to the separate Financial Statements.

AUDITSSTATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act,2013 the first term of office of M/s.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company at the 52^nd Annual General Meeting, comes to an end at the close of the 57^th Annual General Meeting of the Company.

No change is proposed in the Auditors for the Company. The Existing Auditors are eligible for re-appointment for the second term of 5 years.

Subject to the approval of the Members of the Company at the ensuing 57^th Annual General Meeting, the Board of Directors have recommended the appointment of M/s Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S) and M/s. SRSV & Associates, Chartered Accountants, (FRN:015041S) as Statutory Auditors of the Company, pursuant to Section 139 of the Companies Act,2013. The Audit Committee at its Meeting held on 18.05.2022 had recommended their re-appointment as Statutory Auditors for second term, pursuant to Section 139(11) of the Companies Act, 2013. Written consents from the auditors for their proposed appointment and necessary certificates under Rule 4 of the Companies (Audit and Auditors) Rules 2014, confirming that their reappointment if made, shall be in accordance with the conditions as prescribed by law and they satisfy the criteria provided under section 141 of the Companies Act, 2013, have been obtained. The proposal relating to their appointment has been included in the notice convening the 57^th Annual General Meeting of the Company. They shall hold office from the conclusion of 57^th Annual General Meeting till the conclusion of 62^nd Annual General Meeting.

In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations 2015, the auditors have submitted the necessary certificates issued by Peer Review Board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31^st March, 2022 does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Companyâs Auditors.

COST AUDIT

As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014 the company is required to maintain cost records and accordingly such records and accounts are made and maintained.

The Board of Directors at their meeting held on 18.05.2022, as recommended by Audit Committee, had approved the appointment of M/s N.Sivashankaran & Co, Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records relating to manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn for the year 2022-23 at a remuneration of '' 2,50,000/- (Rupees Two lakhs fifty thousand only) exclusive of GST and out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 57^th Annual General Meeting scheduled to be held on 10^th August, 2022, for ratification by the Members.

The Cost Audit Report for the financial year 2020-21 due to be filed with Ministry of Corporate Affairs (MCA) by 26.08.2021 had been filed on 23.08.2021. The Cost Audit Report for the financial year 2021-22 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the MCA, within 30 days thereof.

SECRETARIAL AUDIT

M/s S. Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to the prov''sions of Section 204 (1) of the Companies Act, 2013 the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31^st March, 2022 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

ANNUAL RETURN

In accordance with Clause 22 of Secretarial Standard on Report of the Board of Directors (SS 4), a copy of the Annual Return in Form MGT-7 for the year ended 31^st March 2022 has been placed on the website of the Company and the web link of such Annual Return is https://www.ramcoindltd.com/annual_returns.html

CORPORATE GOVERNANCE

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No: 10(l) of Corporate Governance Report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Secretarial Auditor that none of the Companyâs Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as Annexure - 4.

As required under Schedule V (E) of LODR, a Certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance is attached as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY POLICY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that âAs the Organisation grows, the Society and Community around it also grows.â

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2021-22 is '' 174.75 lakhs (after adjusting previous year 2020-21 excess of '' 16.10 lakhs from '' 190.85 lacs which is 2% of average net profit of past 3 years for the year 2021-22). As against this, the Company has spent '' 202.36 lakhs on CSR. CSR Committee recommended to carry forward and set off the excess amount spent to the tune of '' 27.61 lakhs to the financial year 2022-23. Also the Company had spent a sum of '' 83.95 lakhs on other social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of LODR, the Company has established a Vigil mechanism and has a Whistle Blower Policy. The Policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints can be made in writing to be dropped into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to these. The Policy provides to the complainant access to the Chairman of the Audit Committee. The web link for the Vigil Mechanism is disclosed in the Corporate Governance Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of LODR, the Company has developed and implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and strategies to mitigate/ minimisation of risk thereof. The Risk Management Policy of the Company is available at the Companyâs website, at the following weblink:http://www.ramcoindltd.com/file/RISK_MANAGEMENT_POLICY_RIL.pdf

RISK MANAGEMENT

The Companyâs risk management system is designed to identify the potential risks that can impact the business and device a framework for its mitigation along with periodical reviews to reflect changes in market conditions and the companyâs activities. The Companyâs Board of Directors has the overall responsibility of the establishment and oversight of risk management framework. The Audit Committee and Risk management committee periodically review the execution of risk management plan and advice the management wherever necessary.

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by Shareholders at the 56^th Annual General Meeting held on 19.08.2021, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR.

In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46 (2) (g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs Website and its weblink is -https://www.ramcoindltd.com/file/Investors/Polides/RELATED_PARTY_TRANSACTION_POLICY_RIL_29012020.pdf

As required under Regulation 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is - https://www.ramcoindltd.com/file/MATERIAL_SUBSIDIARY_POLICY_2015.pdf

MATERIAL CHANGES SINCE 1^st APRIL 2022

There have been no other material changes affecting the financial position of the company between the end of the financial year and till the date of this report.

FUTURE OUTLOOK

The world is going through volatile economic situation on account of War between Russia and Ukraine. Indian Economy is working out alternatives consequent to Sanctions imposed on Russia on account of the war. The crude prices also have gone up significantly. Your Companyâs raw material is partly met out of mines in Russia and the sanctions have affected the availability due to supply chain disruptions. Availability of the Containers and steep increase in Freight is affecting the international trade. Your company is taking up adequate measures to ensure availability of raw materials to feed the production.

The political and economic crisis in Sri Lanka is also affecting the business of the company. Inflation is rising at an alarming level thereby increasing the input costs. Further, Foreign exchange scarcity / restrictions have resulted in delay in remittances due to the raw material Suppliers as well as to your company on account of royalty and dividend incomes. The subsidiary companiesâ have adequate stocks to ensure the current production. Your company is keenly watching the situations and is taking appropriate steps to ensure that subsidiary companiesâ plants situated in Sri Lanka are operating.

New construction activity has picked up in the rural markets post Covid waves, largely because of good monsoon / harvest and push given by the Government through its spending. The Commodity prices such as Steel also has gone up during the year. However, the cyclical price movements of steel and other commodities has made trade watchful on inventories.

The construction industry in India is expected to grow steadily over the next four quarters. The growth momentum is expected to continue over the forecast period, recording a CAGR of 9.5% during 2022-2026. The construction output in the country is expected to reach INR 60,508.9 billion by 2026 due to increased demand from real estate and infrastructure projects. Indian Real Estate sector expected to reach a market size of USD 1 Tn by 2030. Its contribution to the countryâs GDP is expected to be approximately 13% by 2025. Government has allocated '' 48,000 crore in the financial budget of the year for the PM Awas Yojana for housing which is a crucial sector. This may result in slightly lower profitability as these infrastructure and urban housing are cost-conscious non-trade channels. In addition to these sectors, rural demand is also expected to sustain on the back of higher rural incomes witnessed in FY 2021-22 and by positive farm sentiment with timely rabi sowing and favourable groundwater and reservoir levels, which are likely to boost rabi yields. With favorable monsoon in 2022 in most parts of the country the outlook for Kharif crop too looks promising. PMAY-G is expected to sustain momentum as it utilizes its potential to engage rural workforce and drive rural employment. Sufficient cash inflow in the rural economy could commensurate in rural infrastructure creation thus augmenting cement demand.

As we are well positioned in the rural markets, we expect to reap the benefit of demand growth there. This is driven by focussed distribution efforts. The Union Budget for the year 2022-23 focused on uplifting of the rural economy, strengthening of the agriculture sector, annual cash incentive for small farmers, infrastructure creation and MSME Sector which would augur well for the industry, subject to tapering of the Covid wave.

Your Company is prepared to meet the demand of the products and is taking initiatives to increase the market especially in Boards business. USD-INR volatility could be a dampener for the profitable growth.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure -8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures in terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to remuneration are prov''ded in Annexure - 9.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

At the Annual General Meeting held on 19.08.2021 the Members had approved the following Employee Stock Option Schemes :

Name of the Scheme

Total No of Options

Exercise

Price

Vesting

Period

Maximum Term

Source

Variation in terms

ESOS 2021-Plan A

5,00,000

'' 1/- per share

One year from the date of grant

On or before 31^st December of the Immediately succeeding financial year in which the vesting was done

Primary

Nil

ESOS 2021-Plan B

5,00,000

'' 30/- per share

One year from the date of grant

On or before 31^st December of the Immediately succeeding financial year in which the vesting was done

Primary

Nil

The purpose of this plan is to facilitate Eligible Persons (Employees with Long Service and Contributed to the growth of the Company) through ownership of shares of the Company to participate and gain from the Companyâs performance, thereby acting as a suitable reward. Participation in the ownership of the Company, through share based compensation schemes will be a just reward for the employees for their continuous hard work, dedication and support, which has led the Company to be what it is today.

The Plan is intended to:

* Create a sense of ownership within the organisation;

* Encourage Employees to continue contributing to the success and growth of the organisation;

* Retain and motivate Employees;

* Reward Eligible persons to align their performance with Company objectives;

* Align interest of Eligible Persons with those of the organisation.

The above said Schemes are in compliance with the SEBI Regulations. The Company had obtained In-Principle approval for the schemes from National Stock Exchange of India Limited and BSE Limited, where the companyâs shares are listed. In line with the conditions mentioned in the In-Principle approval issued by National Stock Exchange of India Limited and BSE Limited, the scheme slightly being modified inline with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [âSBEB and SE Regulationsâ] 2021.

A Certificate from the Companyâs Secretarial Auditors, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Guidelines and resolution passed by the Members of the Company, has been received and same is attached as Annexure -10.

Details regarding the above mentioned schemes along with their status are given below:


	Total No of Options	Exercise Price	No of	No of	No of
Name of the Scheme	Total No of Options	Exercise Price	Options vested	Options exercised	Options in force
Employee Stock Option Scheme 2021 - Plan A (ESOS 2021 - PLAN A)	5,00,000	'' 1/-	133500	Nil	Nil
Employee Stock Option Scheme 2021 - Plan B (ESOS 2021 - PLAN B)	5,00,000	'' 30/-	12500	Nil	Nil

The details as required under part F of Schedule I read with regulation 14 of (SEBI Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosed on the companyâs website and the weblink is given below: https://www.ramcoindltd.com/esos.html

INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest co-operation for the various cost reduction measures of the Company. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

CREDIT RATING

The ratings for the Companyâs borrowing are available in Corporate Governance Report.

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2022-23 respectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years was transferred to IEPF as detailed below:


Dividend Details					Amount Transferred - ''			Date of Transfer to IEPF
Dividend for the year 2013-2014					1,27,631			05-08-2021
Shares corresponding to the said dividend were transferred to IEPF, as detailed below:
No. of Shares		Date of Transfer to IEPF
35,852		14-09-2021
Year wise amount of unpaid /unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferrec to IEPF and due dates for such transfer, are tabled below:
Year	Type of Dividend		Date of Declaration of Dividend	Last Date for Claiming Unpaid Dividend		Due Date for Transfer to IEP Fund	No. of Shares of '' 1/- each		Amount of unclaimed / unpaid Dividend as on 31-03-2022
2014-15	Dividend		23-09-2015	22-09-2022		22-10-2022	4,44,617		1,33,385.10
2015-16	Dividend		11-03-2016	10-03-2023		09-04-2023	4,75,044		2,37,522.00
2016-17	Dividend		04-08-2017	03-08-2024		02-09-2024	3,88,263		1,94,131.50
2017-18	Dividend		03-08-2018	02-08-2025		01-09-2025	3,04,567		1,52,283.50
2018-19	Dividend		08-08-2019	07-08-2026		06-09-2026	2,26,188		1,13,094.00
2019-20	Dividend		03-03-2020	02-03-2027		01-04-2027	3,68,758		1,84,379.00
2020-21	Dividend		12-03-2021	11-03-2021		10-04-2028	2,33,748		2,33,748.00

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that

(b) They had selected such accounting policies and applied them consistently and made judgements and estimates 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, 2022 and of the profit of Company for the year ended on that date;

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the company continued with research and development efforts in respect of economical mix and non-conventional fibres in production technology for manufacture of fibre cement sheets, calcium silicate boards, fibre cement boards and non-asbestos roofing sheets.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and cooperation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

By Order of the Board For RAMCO INDUSTRIES LIMITED

Place : ChennaiP.R. VENKETRAMA RAJA Date : 18.05.2022 CHAIRMAN

Mar 31, 2018

BOARDâS REPORT

The Directors have pleasure in presenting their 53^rd Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2018.

FINANCIAL RESULTS

	For the	For the
	Year ended	Year ended
	31.03.2018	31.03.2017
	'' in lakhs	'' in lakhs
	Standalone	Standalone
Total Revenue	86,695	82,867
Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT)	13,111	11,647
Less : Interest	2,163	3,354
Profit before Depreciation and Tax (PBDT)	10,948	8,293
Less : Depreciation	2,310	2,148
Add : Exceptional items	1,265	1,168
Net Profit/ Loss before Tax (PBT)	9,903	7,313
Less: Provision for Taxation - Current	2,338	1 , 342
- Deferred	1,914	864
MAT Credit Entitlement	(1554)	(881)
Net Profit / Loss after Tax (PAT)	7,205	5,988
Other Comprehensive Income for the year (Net of Tax)	672	602
Total Comprehensive Income for the year (TCI)	7,877	6,590
Movement of Retained earnings Opening balance of Retained earning	10,760	5,672
Add: Profit for the year	7,205	5,988
Less: Dividend paid during the year	433	0
Less: Transfer to General Reserve	1,100	900
Closing balance of Retained earnings	16,432	10,760

SHARE CAPITAL

The paid-up capital of the Company is Rs, 8,66,63,060/- consisting of 8,66,63,060 shares of Rs, 1/- each.

The Company proposes to transfer an amount of Rs, 1100 lakhs to the General Reserves. An amount of Rs, 16,432 lakhs is proposed to be retained in the statement of Profit and Loss.

DIVIDEND

Your Directors at the Board Meeting held on 24.05.2018 have recommended Dividend of Rs, 0.50 per share on the Equity Capital of the Company, for the year. For the previous year, the Company had paid a dividend of Rs, 0.50 per share which amounts to Rs, 433 lacs. The recommendation of the dividend by the Directors is in accordance with the âDividend Distribution Policyâ of the company.

TAXATION

An amount of Rs, 23.38 crore towards Current Tax,Rs, 19.14 crore towards Deferred tax and Rs, 15.54 crore towards MAT credit entitlement has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION:

	PRODUCTION		SALES		TURNOVER
PRODUCT	Qty. in M.T.		Qty. in M.T.		Rs, in Lakhs
	31.03.18	31.03.17	31.03.18	31.03.17	31.03.18	31.03.17
Fibre Cement Sheets	5,43,489	4,94,874	5,36,111	4,97,320	52,069	45,720
Fibre Cement Boards	67,781	53,688	68,276	50,059	11,365	8,348

(a) Fibre Cement (FC) Sheets :

During the year under review, the Sales quantity of FC Sheets grown by around 9% compared to previous year. There was a revival in the demand for the sheets in the 3^rd quarter and 4^th quarter which was largely impacted by demonetisation during the previous year. New geographical markets for sales was explored amid stiff competition. Realisation also improved compared to last year by around 5%. RIL has achieved their highest ever sales volume in the year 17-18 and an equally improved realisation. Depreciation of Rupee also affected the raw materialâs cost. Consistent and Judicious usage of raw materials and supplier negotiations helped to mitigate the impact.

Union Governmentâs initiatives on Rural development, good monsoon and Prime Ministerâs Swachh Bharat Abhiyan scheme, Better minimum support prices to agriculture crop by the Government, resolving farmers issue, firming up of steel and iron prices will be boost for fibre cement products and trend may continue. Promotional efforts are vigorously taken to explore new potential areas with more customized products

(b) Fibre Cement Boards :

Efforts are taken to increase Production and Sales during the year under review. New variants with superior features were well received in the Market. Lot of Marketing initiatives such as Meets and TV Commercials done to create awareness of the various product range. While there has been increase in production compared to last year, Sales also have been increased compared to last year.

Sales of Boards has increased by 35% both in Volume & Value terms. New Export markets have been added and Export Sales has been very positive during the last financial Year, Further growth is expected in the coming quarters as new markets are being added.

Smart Build Operations offering complete solutions in Green Dry Construction to customers, was started in September 2017 and turnkey projects with an approximate value of '' 7 Crores are under execution which is promising venture. Also trading operations commenced for NA products during the year. Lot of Marketing initiatives such as Meets and TV Commercials done to create awareness of the various product range.

The Plant had produced 73,260 M.T. of Cement during the year under review as against 73,677 M.T. of Cement during 2017-18.

The Sale of Cement decreased to 73,424 M.T, during the last year from 73,519 M.T. during 2017-18. The assets of the CGU have been sold during the year 2017-18.

(d) Fibre Cement Pressure Pipes:

Operations of Pressure Pipes continued to be under pressure owing to the sluggish market. The Union Governmentâs infrastructure initiatives are expected to increase the sale of this product.

B. WINDMILLS:

During the Financial Year 2017-18, the Wind energy was moderate with decrease of 3% compared to last year, from the existing 15 Wind Mills.

Position regarding Wind Mills was as follows:-Total Capacity Installed : 16.73 MW

Total Units generated : 300 Lakh Units (P.Y: 308 Lakh Units)

Income earned : Rs, 1,852 Lakhs (P.Y: Rs, 1728 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS:

Production and Sales:

During the year 2017-18, the Unit had produced 25.30 Lakh Kgs. of Cotton Yarn as compared to 25.40 Lakh Kgs. produced during the previous year. The Unit had sold Yarn at 28.72 Lakh Kgs. (including traded yarn) during the year under review as against 27.85 Lakh Kgs. during 2016-17.

During the year under review, the performance of the Cotton yarn division was moderate when compared to previous year. The reduction in yarn selling price and increase in raw material cost affected the performance of the company during the year 2017-18.

With the moderation in cotton prices & stability in yarn prices, your Directors are hopeful in achieving satisfactory results during the year 2018-19.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:

There was a drop in volume due to adverse climatic conditions in the first quarter of last year.

At a Consolidated level of both the Companies, the Net Sales were SLR 35,285 lakhs (INR 14,823 lakhs) as against SLR 41,014 lakhs (INR 18,744 lakhs) during the corresponding previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Boardâsâ Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The company has 6 Associate Companies viz Rajapalayam Mills Limited, The Ramco Cements Limited and Ramco Systems Limited, Ontime Industrial Services Limited, Madurai Trans Carrier Limited and Lynks Logistics Limited.

As per provisions of Section 129(3) of the Companies Act,2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR)], Companies are required to prepare Consolidated Financial Statements of its subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly, the Consolidated financial Statements incorporating the accounts of Subsidiary Companies viz. (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) SriRamco Roofings Lanka (Private) Limited, SriLanka and Associate Companies viz. Rajapalayam Mills Limited, The Ramco Cements Limited and Ramco Systems Limited along with Auditorsâ Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act,2013 the financial statements including consolidated financial statements are available at the Companyâs website at the following link at http://www.ramcoindltd.com/annual_report.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Companyâs website . The Company shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to Rs, 78.79 crore for the year ended 31^st March, 2018 as compared to Rs, 55.31 crore of the previous year.

The Consolidated Total Comprehensive Income for the year under review is Rs, 183.02 crores as against Rs, 210.37 crores of the previous year. DIRECTORS:

As informed in the Boardâs Report for the year ended 31^st March 2017, Shri.P.R.Venketrama Raja had been appointed as Chairman and Shri. P.V. Abinav Ramasubramaniam Raja as Managing Director with effect from 4^th June 2017, consequent to the passing away of Shri.P.R.Ramasubrahmaneya Rajha.

In accordance with the provisions of the Companies Act, 2013 and the Companyâs Articles of Association, Shri S.S.Ramachandra Raja (DIN :00331491), Director, retires by rotation and is eligible for re-election.

Pursuant to Rule 8 (5) (iii) of Companies (Accounts) Rules, 2014 it is reported that, there have been no changes in the Directors or Key Managerial Personnel during the year.

The Independent Directors hold office for a fixed term of 5 years and not liable to retire by rotation. No Independent Director has retired during the year.

At the Annual General Meeting held on 28-07-2014, the following Directors were appointed as Independent Directors for a period of 5 years from 01-04-2014 to 31-03-2019.

Shri. R.S.Agarwal

Shri. K .T .Ramachandran

They are eligible for reappointment for another period of 5 years as Independent Directors from 01-04-2019 to 31-03-2024. In accordance with Section 149(10) of the Companies Act, 2013, their reappointment has been proposed in the Notice convening the Annual General Meeting as Special Resolutions.

The Nomination and Remuneration Committee and Board of Directors at the Meeting held on 24-05-2018 have evaluated the performance of the Independent Directors and based on the contribution of the Directors, have recommended their reappointment.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies Act, 2013 it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

As per Provision to Section 178(4), the salient features of the Nomination and Remuneration Policy should be disclosed in the Boardâs Report. Accordingly, the following disclosures are given:

Salient Features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management shall be appropriate to the working of the company and its goals.

The Nomination and Remuneration Committee and this Policy shall be in compliance with the Companies Act, 2013 and LODR.

The web address of the Policy is - http://www.ramcoindltd/files/Nomination_and_Remuneration_Policy.pdf. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the Company.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Companyâs website, at the following link at http://www.ramcoindltd.com/boards_of_directors.html.

The details of the familiarization programme are explained in the Corporate Governance Report also.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 17(10) of SEBI (LODR) Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters. Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at the Board Meeting, which shall be taken into account at the time of reappointment of Independent Director.

MEETINGS

During the year, five Board meetings were held. In accordance with Clause 9 of Secretarial Standard 1, the details of number and dates of Meetings of the Board and Committees held during the financial year indicating the number of meetings attended by each Director are given in the Corporate Governance Report.

SECRETARIAL STANDARD

As required under Clause 9 of Secretarial Standard 1, the Board of Directors confirm that the company has complied with applicable Secretarial Standards.

PUBLIC DEPOSITS:

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 it is reported that no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures commensurate with the size & nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments are given in the notes of Disclosures forming part of separate Financial Statements.

AUDITS

STATUTORY AUDIT

The Companies Amendment Act, 2017, had removed the necessity for ratification of the appointment of Statutory Auditors, by Members at every Annual General Meeting during their tenure of appointment. Accordingly, the practice of seeking yearly ratification for the appointment of Statutory Auditors at the Annual General Meeting is dispensed with.

M/s.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company at the 52^nd Annual General Meeting would be the Auditors of the Company, till the conclusion of the 57^th Annual General Meeting of the Company to be held in the year 2022.

The Auditors have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The report of the Statutory Auditors for the year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark. COST AUDIT

The Board of Directors had approved the appointment of M/s.Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records relating to manufacture of Fibre Cement Products (FCP & CSB), Cement Clinker Grinding and Cotton Yarn for the year 2018-19 at a remuneration of Rs, 2.50 lacs.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Act and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 53^rd Annual General Meeting scheduled to be held on 3^rd August,2018, for ratification by the Members.

The Cost Audit Report for the financial year 2016-17 is due to be filed with Ministry of Corporate Affairs by 30.09.2017 had been filed on 26.08.2017. The Cost Audit Report for the financial year 2017-18 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

SECRETARIAL AUDIT

M/s S. Krishnamurthy & Co., Company Secretaries, has been appointed to conduct the Secretarial Audit of the Company. Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31^st March, 2018 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management and Administration) Rules 2014, an extract of the Annual Return in Form MGT -9 is attached herewith as Annexure - 3

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in LODR. As required under Schedule V (C) of LODR, a report on Corporate Governance being followed by the Company is attached as Annexure - 4. As required under Schedule V (E) of LODR, a Certificate from the Statutory Auditors of the Company confirming the compliance is attached as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that âAs the Organisation grows, the Society and Community around it also grows.â

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2017-18 is Rs, 61.30 lacs. As against this, the Company has spent Rs, 76.17 lacs on CSR. Further, the Company had spent a sum of Rs, 5.99 lacs on other social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of LODR, the Company has established a Vigil mechanism and has a Whistle Blower Policy. The policy is available at the Companyâs website.

RISK MANAGEMENT POLICY

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by Shareholders at 51^st Annual General Meeting held on 04.08.2016, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR. In accordance with AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46 (2) (g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs Website and its web link is - http://www.ramcoindltd.com/files/RELATED_PARTY_TRANSACTION_POLICY_RIL.pdf.

As required under Regulation 46(2)(h) of SEBI (LODR) Regulations, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs Website and its web link is http://www.ramcoindltd.com/files/MATERIAL_SUBSIDIARY_ POLICY_2015.pdf

FUTURE OUTLOOK

Indian Rural economy after years of drought and poor monsoon has started showing growth prospect due to relatively good monsoon. The India Meteorological Department (IMD) has forecast a normal monsoon in 2018, with rainfall likely to be 97 % of the long-term average. The Union Budget for the year 2018-19 has focused on uplifting of the rural economy, strengthening of the agriculture sector, healthcare for the economically less privileged, infrastructure creation and MSME Sector which would augur well for the industry.

The country adopted the Goods and Services Tax (GST), a single tax to replace the existing Central and State multi taxes and levies. All the above factors are favourable for the sustained growth of the economy, specifically construction and infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is attached as Annexure -8

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures in terms of provisions of Section 136(1), 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to remuneration are provided in Annexure - 9.

INDUSTRIAL RELATIONS a PERSONNEL

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2018-19 respectively.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that

(b) They had selected such accounting policies and applied them consistently and made judgements and estimates 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,2018 and of the profit of Company for the year ended on that date;

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : Chennai P.R. VENKETRAMA RAJA

Date : 24-05-2018 CHAIRMAN

Mar 31, 2017

The Directors have pleasure in presenting their 52nd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2017.

FINANCIAL RESULTS

	For the	For the
	Year ended	Year ended
	31.03.2017	31.03.2016
	Rs. in lakhs	Rs.in lakhs
	Standalone	Standalone
Total Revenue	82,867	81,975
Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT)	11,647	7,405
Less : Interest	3,354	3,978
Profit before Depreciation and Tax (PBDT)	8,293	3,427
Less : Depreciation	2,148	1,960
Add : Exceptional items	1,168	1,233
Net Profit/ Loss before Tax (PBT)	7,313	2,700
Less: Provision for Taxation - Current	1,342	139
- Deferred	864	(772)
MAT Credit Entitlement	(881)	-
Net Profit / Loss after Tax (PAT)	5,988	3,333
Add : Balance Profit from last year	5,672	3,586
Surplus for Appropriation	11,660	6,919
Appropriations :
1. Transfer to General Reserve	900	500
2. Dividend	-	694
3. Tax on Div''dend	-	53
Balance carried over to Balance Sheet	10,760	5,672
TOTAL	11,660	6,919

SHARE CAPITAL

The paid-up capital of the Company is Rs.8,66,63,060/- consisting of 8,66,63,060 shares of Rs.1/- each.

DIVIDEND

Your Directors at the Board Meeting held on 30.05.2017 have recommended Dividend of Rs.0.50/- per share on the Equity Capital of the Company, for the year. For the previous year, the Company had paid a dividend of '' 0.50/- per share which amounts to Rs.433.32 lacs. The recommendation of the dividend by the Directors is in accordance with the âDividend Distribution Policyâ of the Company.

TAXATION

An amount of Rs.13.42 crore towards Current Tax, Rs.8.64 crore towards Deferred tax and Rs.8.81 crore towards MAT credit entitlement has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION:

	PRODUCTION		SALES		TURNOVER
PRODUCT	Qty. in M.T.		Qty. in M.T.		Rs.in Lakhs
	31.03.17	31.03.16	31.03.17	31.03.16	31.03.17	31.03.16
Fibre Cement Sheets	4,94,874	4,87,868	4,97,318	4,90,246	52,565	53,262
Calcium Silicate Boards	53,688	32,186	50,059	27,699	9,205	5,730

(a) Fibre Cement (FC) Sheets :

During the year under review, the Sales quantity of FC Sheets grown by around 1% compared to previous year. While there was a revival in the demand for the sheets, Demonetisation announced by the Union Government has been a dampener. Volumes were affected for nearly 3-4 months. Realisation dropped compared to last year due to competition. Depreciation of Rupee also affected the raw materials cost. Judicious usage of raw materials and supplier negotiations helped to mitigate the impact.

Union Governmentâs initiatives on Rural development, good monsoon and Prime Ministerâs Swachh Bharat Abhiyan scheme will be boost for fibre cement products and trend may continue. Promotional efforts are vigorously taken to explore new potential areas with more customized products.

(b) Calcium Silicate Boards (CSBs):

The Plant had produced 73,677 M.T. of Cement during the year under review as against 1,16,077 M.T. of Cement during the previous year.

The Sale of Cement decreased to 73,519 M.T. during the last year to 1,17,137 M.T. during 2016-17.

(d) Fibre Cement Pressure Pipes:

Operations of Pressure Pipes continued to be under pressure owing to the sluggish market. The Union Governmentâs infrastructure initiatives are expected to increase the sale of this product.

B. WIND MILLS:

During the Financial Year 2016-17, the Wind energy was good with increase of 43% compared to last year, from the existing 15 Wind Mills. Position regarding Wind Mills was as follows:-

Total Capacity Installed : 16.73 MW

Total Units generated : 308 Lakh Units (P.Y: 214 Lakh Units)

Income earned : Rs.1,728 Lakhs (P.Y: Rs.1,198 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS:

Production and Sales:

During the year 2016-17, the Unit had produced 25.40 Lakh Kgs. of Cotton Yarn as compared to 30.54 Lakh Kgs. produced during the previous year. The Unit had sold Yarn at 27.85 Lakh Kgs. (including traded yarn) during the year under review as against 34.31 Lakh Kgs. during 2015-16.

During the year under review, the performance of the Cotton yarn division was good when compared to previous year. The reduction in yarn selling price was partially offset by the reduction in cotton price.

With the moderation in cotton prices & stability in yarn prices, your Directors are hopeful in achieving satisfactory results during the year 2017-18.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:

The production of FC plant of Sri Ramco Roofings Lanka (Private) Limited (SRRLPL), was 65,211 M.T. and Sales was 57,776 M.T. during the year under rev''ew, compared to 59,732 M.T. and 61,371 M.T. of last year.

And the production of Sri Ramco Lanka (Private) Limited was 73,206 M.T. and sales was 68,887 M.T. for the year under rev''ew as against 53,507 M.T. and 53,929 M.T. of last year.

At a Consolidated level of both the Companies, the Net Sales were SLR 41,014 lakhs (INR 18,744 lakhs) as against SLR 37,365 lakhs (INR 17,905 lakhs) during the corresponding previous year.

I n accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Boardâs Report.

The Company proposes to transfer an amount of Rs.900 lakhs to the General Reserves. An amount of Rs.10,760 lakhs is proposed to be retained in the statement of Profit and Loss.

CONSOLIDATED FINANCIAL STATEMENTS:

As per provisions of Section 129(3) of the Companies Act,2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR)], Companies are required to prepare Consolidated Financial Statements of its subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly the Consolidated financial Statements incorporating the accounts of Subsidiary Companies viz. (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofings Lanka (Private) Limited, Sri Lanka and Associate Company viz. The Ramco Cements Limited along with Auditorsâ Report thereon, forms part of this Annual Report.

The Annual Report containing the Audited Statement of Accounts for the Subsidiary Companies and Associate Company are available at the Companyâs website at the following link at http://www.ramcoindltd.com/financial-performance.aspx

The consolidated net profit of the Company amounted to Rs.55.31 crore for the year ended 31st March, 2017 as compared to Rs.57.48 crore of the previous year, on a standalone basis.

DIRECTORS:

The Board noted with deep regret the sudden demise of Shri P. R.Ramasubrahmaneya Rajha, Chairman on 11-05-2017. He was the Promoter-Founder of the Company and had been on the Board since the inception of the Company in 1965.

The Board may note that under his vision and leadership, the Company had grown to 10 Plants spread across nine states in India and 2 units in Sri Lanka with an aggregate production capacity of 1.2 million tonnes of fibre cement products per annum. Under his dynamic leadership the Company has grown to be one among the largest and most profitable Fibre cement roofing product manufacturers in India and Sri Lanka.

Further, the Company has also established Textile Units at Rajapalayam to export fine yarn products, diversified into Cement Grinding, Wind Energy and Green Dry Construction businesses.

The Companyâs turnover has increased from Rs.23 lacs as on 31.03.1967 to Rs.943 crores as on 31.03.2017. The Company has had a record of consistently making profits and declaring dividends. Under his leadership, the Company has made industry best profits and also rewarded handsomely all the stakeholders of the Company.

He was also known for his business ethics, value systems and philanthropic activities. He not only led the Ramco Industries but was also the guiding force for the entire Ramco Group of Companies, which has made the Group, one of the most respected industrial houses in the country.

The Board placed on record the immense contribution, Shri P.R.Ramasubrahmaneya Rajha had made to the Company in its growth progress which had made RAMCO INDUSTRIES what it is today.

Shri P R Venketrama Raja, Director (DIN 00331406) had relinquished the post of Managing Director at the closing hours of 3rd June 2017 and continued to be a Director. Since his tenure in office is longest, as per the provisions of Section 152 of the Companies Act,2013 he will be retiring in the ensuing Annual General Meeting and seeking re-election as Director, liable to retire by rotation.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors appointed Shri P.V. Abinav Ramasubramaniam Raja (DIN 07273249)as an Additional Director on 4.06.2017. Further he has also been appointed as Managing Director of the Company for a period of 5 years from 4-06-2017 to 3-06-2022. The resolutions for his appointment as Director not liable to retire by rotation and as Managing Director and remuneration payable to him have been included in the Notice convening 52nd Annual General Meeting for the approval of Members.

The Independent Directors hold office for a fixed term of 5 years and not liable to retire by rotation. No Independent Director has retired during the year.

Pursuant to Rule 8 (5) (iii) of Companies (Accounts) Rules, 2014 it is reported that, other than the above, there have been no changes in the Directors or Key Managerial Personnel during the year.

All the three members of the Audit Committee are Independent Directors. Pursuant to Section 177(8) of the Companies Act, 2013 it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the Company.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarization for Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2) of SEBI (LODR) Regulations the details of the Familiarization Programme for Independent Directors are available at the Companyâs website, at the following link at http://www.ramcoindltd.com/boards_of_ directors.html

The details of the familiarization programme are explained in the Corporate Governance Report also.

BOARD EVALUATION:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters. Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at the Board Meeting, which shall be taken into account at the time of reappointment of Independent Director.

MEETINGS :

During the year, four Board Meetings were held. In accordance with Clause 9 of Secretarial Standard 1, the details of the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of meetings attended by each Director are given in the Corporate Governance Report.

PUBLIC DEPOSITS :

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon by complying with the formalities required in this regard during 2014-15.

ORDERS PASSED BY THE REGULATORS :

Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014, it is reported that no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

INTERNAL FINANCIAL CONTROLS :

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Pursuant to Section 186(4) of the Companies Act, 2013, the details of Loans, Guarantees and Investments are provided under Note Nos. 39,43(19), 43(21) Of Disclosures forming part of separate Financial Statements.

AUDITS :

STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act, 2013, the term of Office of M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, and M/s. CNGSN & Associates LLP, Chartered Accountants, come to an end at the close of the 52nd Annual General Meeting of the Company.

M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, were the Auditors of the Company since 1975-76 and M/s. CNGSN & Associates LLP, Chartered Accountants, were the Auditors of the Company since 2003-04. The Board of Directors wish to place on record their sincere appreciation for the services rendered by M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, and M/s. CNGSN & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, during their association with the Company.

Subject to the approval of the Members of the Company at the ensuing 52nd Annual General Meeting, the Board of Directors have recommended the appointment of M/s. Ramakrishna Raja And Co., Chartered Accountants and M/s. SRSV & Associates, Chartered Accountants, as Statutory Auditors of the Company, pursuant to Section 139 of the Companies Act, 2013. The Audit Committee at its Meeting held on 29.05.2017 had recommended their appointment as Statutory Auditors, pursuant to Section 139(11) of the Companies Act, 2013. Written consents from the incoming auditors have been obtained, confirming that they satisfy the legal requirements for their appointment. The proposal relating to their appointment has been included in the notice convening the 52nd Annual General Meeting of the Company. They shall hold office from the conclusion of 52nd Annual General Meeting 57th Annual General Meeting and the matter relating to the Auditorsâ appointment will be placed before the Members for their ratification at every intervening Annual General Meeting.

The report of M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, and M/s. CNGSN & Associates LLP, Chartered Accountants, viz., the Statutory Auditors for the year ended 31st March, 2017 does not contain any qualification, reservation or adverse remark.

COST AUDIT :

The remuneration of the cost auditor for the year 2017-18 is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 52nd Annual General Meeting scheduled to be held on 04.08.2017, for ratification by the Members.

The Cost Audit Report for the financial year 2015-16 due to be filed with Ministry of Corporate Affairs by 30.09.2016, had been filed on 06.09.2016. The Cost Audit Report for the financial year 2016-17 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

SECRETARIAL AUDIT :

M/s S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to the Section 204 (1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31st March, 2017 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN :

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations. As required under Schedule V (C) of SEBI (LODR) Regulations, a report on Corporate Governance being followed by the Company is attached as Annexure - 4. As required under Schedule V (E) of SEBI (LODR) Regulations, a Certificate from the Statutory Auditors confirming the compliance is attached as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that âAs the Organisation grows, the Society and Community around it also grows.â

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2016-17 is Nil. However, the Company has spent Rs.74.39 lacs on CSR. Further, the Company had spent a sum of Rs.0.53 lacs on other social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI ( LODR ) Regulations, the Company has established Vigil mechanism as per the Whistle Blower Policy of the Company. The detail of the Whistle Blower Policy is hosted on the Companyâs website at http://www.ramcoindltd.com/files/WHISTLE_BLOWER_POLICY.pdf

RISK MANAGEMENT POLICY:

Pursuant to the requirements of Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI ( LODR ) Regulations, the Company has designed and implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and minimization of risk thereof.

RELATED PARTY TRANSACTIONS:

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature, except transaction with Raja Charity Trust which was approved by Shareholders at 51st Annual General Meeting held on 04.08.2016, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of SEBI (LODR) Regulations,2015. In accordance with Ind AS 24, the details of transactions with the related parties are set out in Note No.42 to the Balance Sheet.

As required under Regulation 46(2)(g) of SEBI (LODR) Regulations, the Related Party Transaction Policy is disclosed in the Companyâs Website and its weblink is http://www.ramcoindltd.com/files/RELATED_PARTY_TRANSACTION_ POLICY_ RIL.pdf

As required under Regulation 46(2)(h) of SEBI (LODR) Regulations, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs Website and its weblink is http://www.ramcoindltd.com/files/MATERIAL_SUBSIDIARY_ POLICY_2015.pdf

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company, its subsidiary and associate companies had adopted Ind AS with effect from 01.04.2016. The Companyâs financial results for the previous year ended 31.03.2016 had also been recast in accordance with Ind AS.

FUTURE OUTLOOK

Indian rural economy has been under stress due to poor monsoon and draught in many states in the earlier years resulting to slowdown of industry. With the thrust given in the Union Budget 2017-18 for agriculture growth and good monsoon in the last year we foresee revival of rural demand for our products.

The investments in infrastructure by Government of India are expected to give a boost to the construction activities. The moderate inflation will encourage investments in housing sector. In the backdrop of demonetization and the Governmentâs commitment to reforms and its initiatives relating to âMake in Indiaâ and ease of doing business in organized sector are expected to make good GDP growth. All these will positively impact the demand for Building Products in future. As all our plants are fully equipped and modernized with supporting logistics facilities, our Company will be able to take full advantage of the economic momentum in the coming years.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure - 8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

INDUSTRIAL RELATIONS a PERSONNEL

The Company has 1,273 employees as on 31.03.2017. Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest co-operation for the various cost reduction measures of the Company.

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2017-18 respectively.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that

(a) They had followed the applicable accounting standards along with proper explanation relating to material departures, if any, in the preparation of the annual accounts for the year ended 31st March,2017;

(b) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March,2017 and of the profit of Company for the year ended on that date;

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the prov''sions of all applicable laws and that such systems were adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : Rajapalayam P.R. VENKETRAMA RAJA

Date : 04-06-2017 CHAIRMAN

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 49th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

For the For the Year ended Year ended 31.03.2014 31.03.2013 Rs. in lakhs Rs. in lakhs

Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT) 6,212 12,606

Less: Interest and Finance charges 3,366 2,892

Profit before Depreciation and Tax (PBDT) 2,846 9,714

Less: Depreciation 4,325 3,318

Add: Exceptional items - 73

Profit / (Loss) before Tax (PBT) (1,479) 6,469

Less: Provision for Taxation

- Current - 1,290

Deferred (879) (270)

Profit / (Loss) after Tax (PAT) (600) 5,449

Add: Balance Profit from last year 2,535 994

Surplus for Appropriation 1,935 6,443

Transfer to General Reserve - 2,800

Interim Dividend-Rs. Nil per Equity Share (P.Y: Rs. 0.90 per Equity Share of Rs. 1 /- each) - 780

Final Dividend-Re 0.25 per Equity Share ( P.Y: Rs. 0.20 per Equity Share of Rs. 1 /- each) 216 173

Tax on Dividend 37 155

Balance carried over to Balance Sheet 1,682 2,535

TOTAL 1,935 6,443

SHARE CAPITAL

The paid-up capital of the Company is Rs. 8,66,63,060/- consisting of 8,66,63,060 shares of Rs. 1/- each.

DIVIDEND

Your Directors have pleasure in recommending a Dividend of Rs. 0.25 per Equity Share of X 1 /- each as part of continuous dividend track record of the Company.

TAXATION

In respect of Deferred Tax, an amount of Rs. 879 lakhs has been adjusted against liability.

TAXES AND DUTIES :

During the year under review, Customs/Central Excise Duties paid on the Company''s products amounted to Rs. 8,905.07 lakhs. Together with VAT and CST amounting to Rs. 5,954.99 lakhs, the Company''s total contribution to the Public Exchequer was Rs. 14,860.06 lakhs say Rs. 149 Crores.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS :

Industrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES :

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, the names and particulars of Employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Corporate Office of the Company.

RESEARCH AND DEVELOPMENT EFFORTS :

During the year under review, the Company continued its Research 6 Development efforts in respect of conventional and non- conventional Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards.

INTERNAL CONTROL SYSTEM :

Your Company has adequate internal control procedures commensurate with the size and nature of its operations. The audit committee constituted by the Board of Directors is functioning effectively. All significant audit observations were discussed in the audit committee, which met four times during the year under review. ERP System developed by Ramco Systems Ltd., has been installed for online monitoring of all functions and management information reports are being used to have better control and to take decisions in time.

DIRECTORS :

We regret to report the sad demise of Dr.A. Ramakrishna on 20.08.2013. The Directors place on record Dr.A. Ramakrishna''s valuable and constructive contribution in the Board and Committee Meetings during his association of 7 years with the Company.

The Board of Directors at their meeting held on May 22, 2014 re-appointed Shri P.R. Venketrama Raja as Vice Chairman and Managing Director with effect from 1.04.2014 and approval of members for his re-appointment and remuneration payable is being sought at the ensuing 49th Annual General Meeting.

Shri M B N Rao, has been co-opted as an Additional Director by Board on 29.01.2014 and will hold Office till the date of the forthcoming Annual General Meeting. A Notice in writing has been received from a Member signifying his intention to propose the appointment of Shri M B N Rao as a Director at the Annual General Meeting.

As per provisions of Companies Act, 2013 the Board of Directors at their meeting held on May 22, 2014 nominated Shri K.T Ramachandran, Shri R.S. Agarwal and Shri M.B.N. Rao as Independent Directors for appointment by Members in the ensuing 49th Annual General Meeting. Further, various Committees of Board such as Nomination and Remuneration Committee, Stakeholders Relationship Committee were re- constituted and details of which will be mentioned elsewhere in the annual report.

In accordance with the provisions of the Companies Act, 2013/Articles of Association, Shri S.S. Ramachandra Raja is the Director who will be retiring by rotation and is eligible for re-election.

PUBLIC DEPOSITS :

The Total Deposits from the general public outstanding with the Company as on 31st March 2014 wereRs. 8.80 lakhs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956.

As per provisions of Section 74 of the Companies Act, 2013 an option has been provided to repay the existing deposits accepted on or before 31.03.2014. The Company has decided not to accept fresh deposits from 01.04.2014 and to repay all the existing deposits by complying with the formalities required in this regard.

SHARES:

The Company''s shares are listed in Madras Stock Exchange, Bombay Stock Exchange and National Stock Exchange and Annual Listing Fees have been paid to the three Stock Exchanges for the F.Y. 2014-15.

AUDITORS :

M/s. M.S. Jagannathan ft N. Krishnaswami, Chartered Accountants and M/s. CNGSN 6 Associates, Chartered Accountants, are Auditors of the Company.

Under section 139 of the Companies Act,2013 a listed Company can appoint an Audit Firm as Auditor for a maximum of 2 terms of 5 consecutive years. However, they are eligible for re-appointment after a period of 5 years from the completion of such term. Both the Auditors have completed the maximum threshold limit of 10 consecutive years. However, a period of 3 years is given for compliance of the new requirement. Since a period of 3 years is available to continue with the existing Auditors, it is proposed to appoint them for remaining eligibility period of 3 years.

COST AUDITOR:

The Government has approved the Company''s proposal to appoint M/s. Geeyes St Co., Cost Accountants, Chennai for audit of cost accounts of the Company relating to Fibre Cement Products, Cement Clinker Grinding, Windmill operations and Textiles Divisions for the year ended 31.3.2014 on a remuneration of Rs. 2,50,000/-, exclusive of out-of-pocket expenses.

The Cost Audit Report for the financial year 2012-13 had been filed with Ministry of Corporate Affairs on 23.09.2013. The Cost Audit Report for the financial year 2013-14 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

Under Section 148 of the Companies Act, 2013, the Government is yet to notify the class of companies to which the Cost Audit is applicable. Based upon such notification as and when issued, the Company will be taking steps for implementation.

SUBSIDIARY COMPANIES :

Government of India, Ministry of Corporate Affairs, vide their General Circular No: 2/2011 dated 08.02.2011, has granted general exemption under Section 212(8) of the Companies Act, 1956 to the Companies from attaching the full text of the Financial Statements of the Subsidiaries along with the Company''s accounts/Annual Report subject to certain conditions being fulfilled. As required under the said general exemption Circular, the Consolidated Financial Statements have been presented in this Annual Report and the other required disclosures on the Company''s three Subsidiaries namely (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofings Lanka (Private) Limited, Sri Lanka have also been made in this Report.

The Annual Accounts of the three Subsidiary Companies and the related detailed information will be made available to the Shareholders of the Company as also the Shareholders of the Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the three Subsidiary Companies will also be kept for inspection by any Shareholder, at the Corporate Office of the Company and of the Subsidiary Companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the three Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.03.2014 along with the Auditors'' Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE :

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certificate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Directors confirm that -

In the preparation of the annual accounts for the year ended 31st March 2014, the applicable Accounting Standards had been followed;

The selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT :

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co- operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R.RAMASUBRAHMANEYA RAJHA

Date : May 22, 2014 CHAIRMAN

Mar 31, 2013

The Directors have pleasure in presenting their 48th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

For the For the Year ended Year ended 31.03.2013 31.03.2012 Rs. In lacs Rs. In lacs

Operating Prof it : Prof it before Interest, Depreciation and Tax (PBIDT) 12,605 12,885

Less : Interest and Finance charges 2,891 2,415

Prof it before Depreciation and Tax (PBDT) 9,714 10,470

Less : Depreciation 3,317 3,339

Add : Exceptional items 153

Prof it before Tax (PBT) 6,469 7,284

Less: Provision for Taxation - Current 1,290 1,270

Deferred (270) (120)

Prof it after Tax (PAT) 5,449 6,134

Add : Balance Profi t from last year 994 867

Surplus for Appropriation 6,443 7,001

Transfer to General Reserve 2,800 4,900

nterim Dividend-Re.0.90 per Equity Share (PY: Re. 0.90 per Equity Share of Re.1/- each) 779 779

Final Dividend-Re.0.20 per Equity Share (PY: Re. 0.20 per Equity Share of Re.1/- each) 174 173

Tax on Dividend 155 155

Balance carried over to Balance Sheet 2,535 994

TOTAL 6,443 7,001

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Re. 0.20 per Equity Share of Re.1/- each. Together with the Interim Dividend of Rs.0.90 per Equity Share of Re.1/- each paid during the year, the total Dividend for the year 2012-13 is Re.1.10 per Equity Share of Re.1/- each. (During the Previous Year 2011-12, an Interim Dividend of Re.0.90 and a Final Dividend of Re. 0.20 per Equity Share of Re.1/- each were paid making a total Dividend of Re.1.10 per Equity Share).

TAXATION

An amount of Rs.1,290 Lacs towards Current year Income-Tax, and Rs.155 Lacs towards Dividend Tax have been provided for the year 2012-13. In respect of Deferred Tax, an amount of Rs.270 Lacs has been adjusted against liability.

TAXES AND DUTIES :

During the year under review, Customs/Central Excise Duties paid on the Company''s products amounted to Rs.8,339.58 Lacs. Together with VAT and CST amounting to Rs.8,108.10 Lacs, the Company''s total contribution to the Public Exchequer was Rs.16,447.68 Lacs say Rs.164.48 Crores

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS :

ndustrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES :

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, the names and particulars of Employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Corporate Offi ce of the Company.

RESEARCH AND DEVELOPMENT EFFORTS :

During the year under review, the Company continued its Research & Development efforts in respect of conventional and non-conventiona Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards

INTERNAL CONTROL SYSTEM :

Your Company has adequate internal control procedures commensurate with the size and nature of its operations. The audit committee constituted by the Board of Directors is functioning effectively. All signifi cant audit observations were discussed in the audit committee, which met fi ve times during the year under review. ERP System developed by Ramco Systems Ltd., has been installed for online monitoring of all functions and management information reports are being used to have better control and to take decisions in time

DIRECTORS :

The Board of Directors at their meeting held on 13.02.2013 re-appointed Shri.PR.Venketrama Raja as the Vice Chairman and Managing Director with effect from 28th June, 2013 and approval of members for his re-appointment and remuneration payable is being sought at the ensuing 48th Annual General Meeting

In accordance with the provisions of the Companies Act, 1956/Articles of Association, Shri PR.Ramasubrahmaneya Rajha and Dr.A.Ramakrishna are the Directors who will be retiring by rotation and are eligible for re-election

PUBLIC DEPOSITS :

The Total Deposits from the general public outstanding with the Company as on 31st March 2013 were Rs.14.90 Lacs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956

SHARES :

The Annual Listing Fees have been paid to the three Stock Exchanges for the FY 2013-14

AUDITORS :

M/s. M.SJagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 48th Annual General Meeting and are eligible for re-appointment.

As per Orders issued by the Government of India, Ministry of Corporate Affairs, New Delhi, from the Financial Year commencing from 1st April, 2013, the Cost Audit is applicable to all divisions of the Company. Accordingly, the Board of Directors has appointed M/s. Geeyes & Co., Cost Accountants, Chennai, as the Cost Auditor for the Financial Year 2013-14

SUBSIDIARY COMPANIES :

Government of India, Ministry of Corporate Affairs, vide their General Circular No: 2/2011 dated 08.02.2011, has granted genera exemption under Section 212(8) of the Companies Act, 1956 to the Companies from attaching the full text of the Financial Statements of the Subsidiaries along with the Company''s accounts / Annual Report subject to certain conditions being fulfi lled. As required under the said general exemption Circular, the Consolidated Financial Statements have been presented in this Annual Report and the other required disclosures on the Company''s three Subsidiaries namely (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofi ngs Lanka (Private) Limited, Sri Lanka have also been made in this Report.

The Annual Accounts of the three Subsidiary Companies and the related detailed information will be made available to the Shareholders of the Company as also the Shareholders of the Subsidiary Companies seeking such information at any point of time. The Annua Accounts of the three Subsidiary Companies will also be kept for inspection by any Shareholder, at the Corporate Offi ce of the Company and of the Subsidiary Companies concerned

CONSOLIDATED FINANCIAL STATEMENTS :

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the three Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.03.2013 along with the Auditors'' Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE :

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certifi cate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Directors confi rm that :-

In the preparation of the annual accounts for the year ended 31st March 2013, the applicable Accounting Standards had been followed

The selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for that period;

Proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

PR.RAMASUBRAHMANEYA RAJHA

Chairman

CHENNAI

30.05.2013

Mar 31, 2012

The Directors have pleasure in presenting their 47th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS For the For the Year ended Year ended 31.03.2012 31.03.2011 (Rs in Lakhs) (Rs in Lakhs)

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT) 12,885 11,927

Less : Interest and Finance charges 2,415 2,068

Profit before Depreciation and Tax (PBDT) 10,470 9,859 Less : Depreciation 3,339 2,948

Add : Exceptional items 153 -

Profit before Tax (PBT) 7,284 6,911

Less: Provision for Taxation - Current 1,270 1,820

Deferred (120) (230)

Profit after Tax (PAT) 6,134 5,321

Add : Balance Profit from last year 867 654

Surplus for Appropriation 7,001 5,975

Transfer to General Reserve 4,900 4,200

Interim Dividend - Rs 0.90 per Equity Share 779 433 (P.Y: Rs0.50 per Equity Share of Rs 1/- each)

Final Dividend-Rs 0.20 per Equity Share 173 347 (P.Y: Rs0.40 per Equity Share of Rs 1/- each)

Tax on Dividend 155 128

Balance carried over to Balance Sheet 994 867

TOTAL 7,001 5,975

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Rs 0.20 per Equity Share of Rs 1/- each. Together with the Interim Dividend of Rs 0.90 per Equity Share of Rs 1/- each paid during the year, the total Dividend for the year 2011-12 is Rs 1.10 per Equity Share ofRs 1/- each. (During the Previous Year 2010-11, an Interim Dividend of Rs 0.50 and a Final Dividend of Rs 0.40 per Equity Share of Rs1/- each were paid making a total Dividend of Rs 0.90 per Equity Share).

TAXATION

An amount of Rs 1,270 Lakhs towards Current year Income-Tax and Rs 155 Lakhs towards Dividend Tax have been provided for the year 2011-12. In respect of Deferred Tax, an amount of Rs 120 Lakhs has been adjusted against liability.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that -

In the preparation of the annual accounts for the year ended 31st March 2012, the applicable Accounting Standards had been followed:

The selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT:

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R. RAMASUBRAHMANEYA RAJHA

Date : 24.05.2012 Chairman

Mar 31, 2011

The Directors have pleasure in presenting their 46th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2011.

For the For the Year ended Year ended 31.03.2011 31.03.2010 (Rs in Lakhs) (Rs in Lakhs)

FINANCIAL RESULTS

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT) 11862 11876

Less : Interest and Finance charges 2003 2122

Profit before Depreciation and Tax (PBDT) 9859 9754

Less : Depreciation 2948 2895

Profit before Tax (PBT) 6911 6859

Less: Provision for Taxation - Current 1820 1800

-Deferred (230) (300)

Profit after Tax (PAT) 5321 5359

Add : Balance Profit from last year 654 356

Surplus for Appropriation 5975 5715

Transfer to General Reserve 4200 4200

1st Interim Dividend-Re.0.50 per Equity Share 433 390 (P.Y: Re.0.45 per Equity Share of Re.1/- each)

Final Dividend- Re.0.40 per Equity Share 347 347 (P.Y: Re.0.40 per Equity Share of Re.1/- each)

Tax on Dividend 128 124

Balance carried over to Balance Sheet 867 654

TOTAL 5975 5715

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Re.0.40 per Equity Share of Re.1/- each. Together with the Interim Dividend of Rs.0.50 per Equity Share of Re.1/- each paid during the year, the total Dividend for the year 2010-11 is Re.0.90 per Equity Share of Re.1/- each. (During the Previous Year 2009-10, an Interim Dividend of Re.0.45 and a Final Dividend of Re.0.40 per Equity Share of Re.1/- each were paid making a total Dividend of Re.0.85 per Equity Share).

TAXATION

An amount of Rs. 1820 Lakhs towards Current year Income-Tax, and Rs. 128 Lakhs towards Dividend Tax have been provided for the year 2010-11. In respect of Deferred Tax, an amount of Rs. 230 Lakhs has been adjusted against liability.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS:

Industrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, the names and particulars of Employees are set out in the Annexure to the Directors Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Corporate Office of the Company.

RESEARCH AND DEVELOPMENT EFFORTS:

During the year under review, the Company continued its Research & Development efforts in respect of conventional and non- conventional Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards.

DIRECTORS:

Since the last AGM held on 02.08.2010, there had been no change in the composition of the Board of Directors. In accordance with the provisions of the Companies Act, 1956 / Articles of Association, Shri N.K. Shrikantan Raja and Shri S.S. Ramachandra Raja are the Directors who will be retiring by rotation and are eligible for re-election.

PUBLIC DEPOSITS:

The Total Deposits from the general public outstanding with the Company as on 31st March 2011 were Rs. 13.91 Lakhs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956.

SHARES:

The Annual Listing Fees have been paid to the three Stock Exchanges for the F. Y 2011-12.

AUDITORS:

M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 46th Annual General Meeting and are eligible for re-appointment.

As per Orders dated 2nd and 3rd May, 2011 issued by the Government of India, Ministry of Corporate Affairs, New Delhi, from the Financial Year commencing from 01.04.2011, the Cost Accounting Records (pertaining to the Companys Clinker Grinding Unit at

Kharagpur, West Bengal and Power Generation activities) will have to be audited by a Cost Auditor. Accordingly the Board of Directors has appointed Geyes & Co., Cost Accountants, Chennai, as the Cost Auditor for the F. Y 2011-12.

SUBSIDIARY COMPANIES :

Government of India, Ministry of Corporate Affairs, vide their General Circular No: 2/2011 dated 08.02.2011, has granted general exemption under Section 212(8) of the Companies Act, 1956 to the Companies from attaching the full text of the Financial Statements of the Subsidiaries along with the Companys accounts / Annual Report subject to certain conditions being fulfilled. As required under the said general exemption Circular, the Consolidated Financial Statements have been presented in this Annual Report and the other required disclosures on the Companys three Subsidiaries namely (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofings Lanka Private Limited, Sri Lanka have also been made in this Report.

The Annual Accounts of the three Subsidiary Companies and the related detailed information will be made available to the Share holders of the Company as also the Shareholders of the Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the three Subsidiary Companies will also be kept for inspection by any Shareholder, at the Corporate Office of the Company and of the Subsidiary Companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the three Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.03.2011 along with the Auditors Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certificate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that Ã

In the preparation of the annual accounts for the year ended 31st March 2011, the applicable Accounting Standards had been followed;

The selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co- operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R. RAMASUBRAHMANEYA RAJHA Date : 25.05.2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting their 45th Annual Report and the Audited Accounts of the Company for the Year ended 31st March 2010.

For the For the Year ended Year ended 31.03.2010 31.03.2009 (Rs in Lakhs) (Rs in Lakhs)

FINANCIAL RESULTS

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT) 11876 10227

Less : Interest and Finance charges 2122 2526

Profit before Depreciation and Tax (PBDT) 9754 7701

Less : Depreciation 2895 3066

Profit before Tax (PBT) 6859 4635

Less : Provision for Taxation - Current 1800 1300

Deferred (300) (275)

Fringe Benefit - 45

Profit after Tax (PAT) 5359 3565

Add : Balance Profit from last year 356 351

Surplus for Appropriation 5715 3916

Transfer to General Reserve 4200 2800

1st Interim Dividend-Re.0.45 per Equity Share* (P.Y:Rs.5.00 per Equity Share of Rs.10/- each) 390 217

2nd Interim Dividend-(P.Y: Rs.5.00 per Equity Share of Rs.10/- each) Nil 217

Final Dividend-Re.0.40 per Equity Share* (P.Y: Rs.5.00 per Equity Share of Rs.10 each) 347 216

Tax on Dividend 124 110

Balance carried over to Balance Sheet 654 356

TOTAL 5715 3916

* on the Post-Stock Split and Post-Bonus Paid-up Capital of Rs.8,66,63,060/- comprising 8,66,63,060 Equity Shares of Re.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Re.0.40 per Equity Share of Re.1/- each (P.Y: Rs.5.00 per Equity Share of Rs.10/-each ie. before the Stock Split and issue of Bonus Shares in the ratio of 1:1). Together with the Interim Dividend of Re.0.45 per Equity Share of Re.1/- each paid during the year, (P.Y: Two Interim Dividends of each Rs.5.00 per Equity Share of Rs.10/- each) the Total Dividend for the year 2009-10 is Re. 0.85 per Equity Share of Re.1/- each (P.Y: Rs.15.00 per Equity Share of Rs.10/- each).

TAXATION

An amount of Rs.1,800 Lakhs towards Current year Income-Tax and Rs.124 Lakhs towards Dividend Tax have been provided for the year 2009-10. In respect of Deferred Tax, an amount of Rs.300 Lakhs has been adjusted against liability.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION

PRODUCTION SALES TURNOVER PRODUCT Qty. in M.T. Qty. in M.T. Rs. in Lakhs

31.03.10 31.03.09 31.03.10 31.03.09 31.03.10 31.03.09

Fibre Cement Sheets 4,93,213 4,66,120 4,66,250 4,40,362 34,889 30,507

Calcium Silicate Boards 11,969 11,887 11,216 10,823 2,232 2,041

(a) Fibre Cement (FC) Sheets

Production and Sale of F.C. Sheets during the year 2009-10 were moderately higher when compared to the previous year, in tune with the demand and supply positions for the F.C. Sheets in the Country.

However, with higher sales realisation, turnover had increased by 14.4%. Further, with effective control over expenses, profitability of the F.C. Sheets Division had improved during the year under review, despite increase in cost of major Raw Materials viz., Fibre and Cement.

Your Directors have pleasure to inform that additional capacities are being added and the implementation of the new project for manufacture of F.C. Products at the SIPCOT Industrial Growth Centre, Gangaikondan, Tirunelveli District, Tamilnadu is progressing on schedule. Commercial Production from this Plant is expected shortly, taking the number of Plants manufacturing F.C. Products to eight.

Further, setting up of another new Plant for manufacture of F.C. Products has also been taken up at the Industrial Area, Bihiya, Bhojpur District in the State of Bihar to cater to the markets of the Eastern and North Eastern Regions. This Plant will also have an Installed Capacity of 1.20 Lakh M.T and the estimated Cost of the Project is about Rs.35 Crores. For this Project, about 20 Acres of Land has been taken on Lease for 90 Years from Bihar Industrial Area Development Authority, Patna.

(b) Fibre Cement Pressure Pipes

In the Pressure Pipes Division, an amount of Rs.150 Lakhs has been received as the Minimum Licence Fee during the year under review from M/s. Kanoria Sugar and General Manufacturing Company Limited, the Licencee, for the production of 7,991 M.T. (previous year: Rs.228 Lakhs as Licence Fee for the production of 25,309 M.T.). Due to sluggish demand, the Licencee was not able to produce and sell higher volumes of the Pressure Pipes.

(c) Calcium Silicate Boards (CSBs)

During 2009-10, quantitative Production and Sale of CSBs were slightly higher when compared to the previous year as indicated above. The Turnover for the year was at Rs.2,232 Lakhs as against Rs.2041 Lakhs during the previous year.

The implementation of the new CSB Project at Rajasthan was kept on hold in view of the unfavorable market scenario. Same will be taken up as soon as the market conditions turn favorable.

(d) Cement Clinker Grinding (CCG) Plant at Kharagpur, W.B

With the arrangements for continuous supply of Clinker and sale of Cement, the CCG Plant had reported good performance during the year under review. The Plant had produced 1,05,320 M.T of Cement during the year under review as against 54,487 M.T of Cement during the previous year, registering a considerable growth. Similarly, Sale of Cement (including the Cement used as captive consumption in the Sheet Plant) also increased substantially from 54,973 M.T during the last year to 1,05,534 M.T during 2009-10.

(e) Plastic Storage Container Plants at Maksi and Silvassa

During the year under review, your Directors have taken a conscious decision to exit from the production and sale of the Plastic Storage Containers, considering the lower profit margin available in this type of operation. This would also enable focused attention to production of F.C. Sheets and CSBs. The machineries used in this production (which cannot be used in FC Sheet Division also) with an aggregate Written Down Value of Rs.142.49 Lacs are proposed to be sold to some of the small time operators in this line of production, who have shown interest in buying the machineries. Keeping in view the expected sale price for the said machineries, adequate provision has been made in the 2009-10 Accounts for Impairment of the Assets as per the applicable Accounting Standard issued by the Institute of Chartered Accountants of India.

B. WIND MILLS

During the Financial Year 2009-10, no new Wind Mill was commissioned and hence the total number of Wind Mills stands at the same 14.

Position regarding Wind Mills was as follows :- Total Capacity Installed : 16.40 MW

Total Units generated : 369 Lakh Units (P.Y: 335 Lakh Units)

Income earned* : Rs.1200 Lakhs (P.Y: Rs.1168 Lakhs) * (by generation/sale of power)

C. COTTON YARN DIVISION-SRI RAMCO SPINNERS

Production and Sales

During the year 2009-10, with the demand for Yarn picking up in the last 4 months, the Unit had produced 33.24 Lakh Kgs. of Cotton Yarn as compared to 26.19 Lakh Kgs. produced during the previous year. The Unit had registered a good performance with its sale of Yarn of 33.66 Lakh Kgs during the year under review as against 26.63 Lakh Kgs during 2008-09. Turnover for the year was also considerably higher at Rs.7,186 Lakhs compared to Rs.5,530 Lakhs in the previous year.

Outlook for 2010-11

Though the Cotton prices continue to be high, with the expected good demand for the Yarn and higher realizations, the Unit will, in all probability, be in a position to achieve satisfactory results.

The Board of Directors thank M/s. Mitsubishi Corporation and M/s. Doko Spinning Company Ltd., Japan for their continued support.

D. OVERSEAS OPERATIONS - SRI RAMCO LANKA (PRIVATE) LIMITED, SRI LANKA

The production at the FC Sheet Plant of the CompanyÃs Wholly Owned Subsidiary in Sri Lanka, was 80,563 M.T. during the year ended 31.3.2010 as against 88,161 M.T. during the corresponding previous year. The Subsidiary sold 81,308 M.T. during 2009- 10 as compared to 85,117 M.T. during 2008-09. The Net Sales was SLR.18,177 Lakhs (INR.7,498 Lakhs) as against SLR 19,441 Lakhs (INR 8,138 Lakhs) during the corresponding previous year.

With the economic scenario improving in Sri Lanka, it has been proposed to set up a second Unit in Sri Lanka with an Installed Capacity of 72,000 M.T at an estimated cost of SLR.780 Million (Indian Rs.30 Crores). The Subsidiary is expected to show better results from the next F.Y onwards.

TAXES AND DUTIES

During the year under review, Customs / Central Excise Duties paid on the CompanyÃs products amounted to Rs.34.15 Crores. Together with VAT, CST etc., the CompanyÃs contribution to the Public Exchequer was Rs.85.86 Crores.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS

Industrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, though not given in this Report, is available for inspection by the Members at the Registered/Corporate office of the Company during the working hours as per the proviso (b) (iv) to Section 219(1) of the Companies Act, 1956. Any member interested in obtaining a copy of the said particulars may write to the Corporate Office of the Company.

RESEARCH AND DEVELOPMENT EFFORTS

During the year under review, the Company continued its Research & Development efforts in respect of conventional and non- conventional Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards.

DIRECTORS

Since the last AGM held on 05.08.2009, there has been no change in the composition of the Board of Directors. In accordance with the provisions of the Companies Act, 1956 / Articles of Association, Shri P.R. Ramasubrahmaneya Rajha and Dr. A. Ramakrishna are the Directors who will be retiring by rotation and are eligible for re-election.

PUBLIC DEPOSITS

The Total Deposits from the general public outstanding with the Company as on 31st March 2010 were Rs.17.57 Lakhs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956.

SHARES

With the approval of the Members of the Company at the Extraordinary General Meeting held on 03.09.2009 and with the approvals from the Ministry of Corporate Affairs, New Delhi, Authorized Share Capital of the Company was increased to Rs.20 Crores; Face Value of each of the CompanyÃs Equity Shares of Rs.10/- was sub-divided into 10 Equity Shares of Face Value Re.1/- each and also Bonus Shares in the ratio of 1:1 were issued during September 2009. The sub-divided Equity Shares of Re.1/- each and the new Bonus Shares were listed immediately in the three Stock Exchanges viz.,The Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the CompanyÃs Shares are already listed. The Annual Listing Fees have also been paid to the three Stock Exchanges for the F.Y 2010-11.

AUDITORS

M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 45th Annual General Meeting and are eligible for re-appointment.

SUBSIDIARIES

Government of India, Ministry of Company Affairs, vide their letter No: 47/284/2010 Ã CL III dated 29.04.2010, have conveyed their approval under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching the full text of the Financial Statements of the CompanyÃs two Subsidiaries viz., M/s. Sudharsanam Investments Limited, India and M/s. Sri Ramco Lanka (Private) Limited, Sri Lanka, along with the CompanyÃs accounts for the year ended 31.3.2010.

However, as required under the said approval, necessary disclosures have been made in respect of the two Subsidiary Companies, in the Statements (furnished in this Report) pursuant to Sec. 212 of the Companies Act, 1956. Details of the Accounts of the above two Subsidiaries will also be uploaded in the CompanyÃs Website.

The Audited Annual Accounts of the two Subsidiaries and any other information will be made available to the Investors of the Company/ Subsidiaries seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies will also be kept for inspection by any Investor at the Corporate Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the two Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.3.2010 along with the AuditorsÃ Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certificate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORSÃ RESPONSIBILITY STATEMENT

The Directors confirm that Ã

- In the preparation of the annual accounts for the year ended 31st March 2010, the applicable Accounting Standards had been followed ;

- The selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

- Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

- The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co- operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of the employees at all levels for their commitment and contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R. RAMASUBRAHMANEYA RAJHA

Date : May 24, 2010 CHAIRMAN

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