Directors Report of Shree Digvijay Cement Company Ltd.

Mar 31, 2025

Your Board of Directors has immense pleasure in presenting 80^th Annual Report on business and operation of Shree Digvijay Cement
Company Limited ("Company") along with the audited standalone & consolidated financial statements for the year ended 31^st March,
2025.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under the report are as under:

(''in Lakhs)

	Standalone		Consolidated
Particulars	Current	Previous	Current	Previous Year
	Year Ended	Year Ended	Year Ended	Ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations (Gross) including Other Income	73,499.13	80,097.34	73,503.60	80,144.61
Operating Expense	66,792.88	64,603.13	66,798.37	64,646.86
Operating Profit (EBITDA)	6,706.25	15,494.21	6,705.23	15,497.75
Depreciation / Amortization	2,975.15	3,461.77	2,975.15	3,461.77
Interest	276.60	211.77	276.60	211.77
Profit Before Tax	3,454.50	11,820.67	3,453.48	11,824.21
Tax Expenses	934.44	3,044.96	934.63	3,045.85
Profit for the year	2,520.06	8,775.71	2,518.85	8,778.36
Other Comprehensive Income/(Expense) (OCI)	(51.87)	(12.14)	(51.87)	(12.14)
Total Comprehensive Income/(Expense) for the year	2,468.19	8,763.57	2,466.98	8,766.22
Balance brought forward from previous year	11,979.70	6,681.85	12,014.45	6,713.95
Tax on ESOP	(19.97)	167.37	(19.98)	167.37
Dividends (including tax)	(4,422.20)	(3,633.09)	(4,422.20)	(3,633.09)
Total Profit Carried Over to Balance Sheet	10,005.72	11,979.70	10,039.25	12,014.45

FINANCIAL PERFORMANCE:

The Company''s total income for the year was '' 73,499.13
Lakhs, representing a decrease of about 8% compared to the
total income of '' 80,097.34 Lakhs in the previous year.

Profit before tax for the year stands at '' 3,454.50 Lakhs,
which marks a significant decline compared to '' 11,820.67
Lakhs in the previous year. Similarly, profit after tax has also
decreased to '' 2,520.06 Lakhs during the year, compared to
'' 8,775.71 Lakhs in the previous year.

A major contributing factor to this decline was the extremely
poor cement prices, which were significantly lower as compared
to the previous year. This sharp price correction can be
attributed to a combination of factors, including the general
elections, extreme heatwaves, intense competition, and heavy
rainfall. These factors collectively resulted in low demand and,
consequently, significantly depressed cement prices across the
industry.

Particulars	Current Year Ended 31.03.2025	Previous Year Ended 31.03.2024
Production:
• Cement	13.87	13.48
• Clinker	10.05	10.34
Sales:
• Cement*	13.72	13.61
• Clinker	-	-

* Cement sales of 13.72 Lakh tons include 0.076 Lakh ton used
for self-consumption, which is an increase from last year''s
0.063 Lakh ton.

During the year under review, there was a notable increase
in Cement production, which soared to 13.87 Lakh MT as
compared to 13.48 Lakh MT in the previous year. In addition to
this, the Company also achieved record Cement sales of 13.72
Lakh MT, as compared to 13.61 Lakh MT in the previous year.

There has not been any change in the nature of the business of
the Company.

EXPANSION OF EXISTING MANUFACTURING FACILITIES:

The construction and erection of the new grinding unit at
your Company''s site in Sikka, as announced by the Board of
Directors last year, has now reached at the final stage and the
commissioning of this unit is expected in the first quarter of FY
2025-26. Although there was a slight delay due to late delivery
of the cement mill to the plant site, we are pleased to report that
the project is now back on track.

Once commissioned, this grinding unit will significantly
enhance total cement capacity, reaching a new milestone of
3.00 MTPA. This achievement represents a major step forward
for your Company as the Company continue to strengthen
its foundation and expand into new markets. The successful
completion and upcoming commissioning of the new grinding
unit stand as testaments of unwavering commitment to growth
and excellence.

DIVIDEND:

The Board of Directors is pleased to recommend a Dividend
of '' 1.50/- (i.e. @15%) per equity share on 14,78,14,278 Equity
Shares of '' 10/- each for the year ended 31^st March, 2025 payable
to those Shareholders, whose names appear in the Register of
Members as on Record Date to be fixed for the purpose.

Pursuant to the Finance Act, 2020, dividend income is taxable in
the hands of the Members w.e.f. 1^st April, 2020, and the Company
is required to deduct tax at source from dividend paid to the
Members at prescribed rates as per the Income Tax Act, 1961.

In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended (the "Listing Regulations"), the Company
has formulated a Dividend Distribution Policy ("Policy"). The
Dividend recommendation is in accordance with the Policy of
the Company. The Policy is available on the Company''s website
and can be accessed at https://www.digvijaycement.com/wp-
content/uploads/2021/12/Dividend-Distribution-Policy.pdf.

UNPAID DIVIDEND:

The Company currently has no unclaimed dividends that need
to be transferred to the Investor Education and Protection Fund
(IEPF), since the Company started declaring dividend from the
year 2019-20.

TRANSFER TO RESERVES:

During the year under review the Company has not transferred
any amount from Retained Earning to General Reserves.

SHARE CAPITAL:

During the year, the paid-up Equity Share Capital of the Company
increased from '' 1,47,40,67,780/- (14,74,06,778 Equity Shares
of '' 10/- each) to '' 1,47,81,42,780/- (14,78,14,278 Equity Shares
of '' 10/- each). The increase in share capital was on account of
the issue and allotment of fresh 4,07,500 equity shares of face
value of '' 10/ each, arising out of exercise of equivalent number
of stock options by eligible employees of the Company under
"SDCCL Employee Stock Option Plan 2019" ("ESOP Plan").

The Company has neither issued shares with differential rights as
to dividend, voting or otherwise nor issued shares to the Employees
or Directors of the Company, other than under ESOP Plan.

No disclosures are required under Section 67(3)(C) of the
Companies Act, 2013 ("Act") in respect of voting rights not
exercised directly by the employees of the Company as the
provisions of the said Section are not applicable.

CONTRIBUTION TO THE EXCHEQUER:

Over the years, your Company has consistently been making
substantial tax contributions, and we are pleased to inform you
that your Company has paid '' 23,221.99 Lakhs as taxes, duties,
royalty etc., to both the State and the Central Government during
the financial year 2024-25.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
WHOLLY-OWNED SUBSIDIARY:

As of 31^st March, 2025, the Company has a Wholly-Owned
Subsidiary ("Subsidiary") Company viz. SDCCL Logistics
Limited (CIN: U63000GJ2020PLC115066).

Presently, the Company does not have any material subsidiary.

The Policy for determining Material Subsidiaries adopted by
the Board pursuant to Regulation 16 of the Listing Regulations,
can be accessed on the Company''s website at https://www.
digvijaycement.com/policies/.

ASSOCIATE COMPANY:

Pursuant to the Power Purchase Agreement and Share Purchase
Agreement executed between Shree Digvijay Cement Company
Limited ("SDCCL") and CGE Shree Digvijay Cement Green Energy
Private Limited ("CGESDC") for supply of wind and solar energy
(hybrid power) for a contracted capacity of 8.10 MW ("Project"),
SDCCL has on 18^th May, 2023, acquired 27% equity stake in
CGESDC (a part of Continuum Green Energy group''s portfolio
of renewable energy project). This 27% equity shareholding
comprises 79,90,000 Equity Shares of Face Value of ''10/- each
at par and for consideration of ''7.99 Crores.

CGESDC is a subsidiary of Continuum Green Energy Limited
("Continuum"). However, by virtue of holding 27% equity in
CGESDC, pursuant to Section 2(6) of the Companies Act, 2013,
CGESDC is treated as an associate of the Company. Further,
CGESDC became a related party of the Company under the
Act and the acquisition of equity shares of CGESDC and other
transactions between the Company and CGESDC is at arm''s
length and in the ordinary course of business.

Pursuant to Power Purchase Agreement ("PPA") executed
between SDCCL and CGESDC, the Project was scheduled to
be fully commissioned from the Scheduled Commencement
Date i.e. 6^th January, 2023. However, due to delay, fundamental
breaches and negligence on the part of Continuum (Promoter
Company of CGESDC), the Project was partly commissioned on
19^th June, 2023 and fully commissioned only on 24^th January,
2025. As per PPA, CGESDC and Continuum were obligated to
compensate the Company for delayed commissioning and
supply of electricity as per PPA.

In this regard, as of 31^st March, 2025, your Company has asserted
a claim of '' 21,16,56,080 (Rupees Twenty-One Crore Sixteen
Lakhs Fifty-Six Thousand Eighty) by issuing debit notes to
CGESDC for non-supply or short supply of power, in accordance
with the PPA. According to the stipulations of the PPA, CGESDC
is obligated to compensate for the non-supply or short supply of
power by granting credit in the immediate next invoices raised
by CGESDC.

On the other hand, CGESDC has issued invoices for the
power supplied and the Company has recorded a liability of
'' 8,75,71,083 (Rupees Eight Crores Seventy-Five Lakhs Seventy-
One Thousand Eighty-Three) as on 31^st March, 2025. The invoices
issued by CGESDC were disputed by the Company.

The Company had proposed resolving this dispute amicably and
also sent its proposal in this regard to CGESDC / Continuum,
but the proposal has not been fruitful. To resolve the dispute
between the parties, the Arbitral Tribunal has been constituted
pursuant to the Order of the Hon''ble Gujarat High Court dated 25^th
April, 2025. Further as per this Order of the Hon''ble High Court
of Gujarat and to prove bonafide, the Company has deposited
'' 9 crores (Rupees Nine Crores) before the Hon''ble High Court
towards past dues claimed by CGE for supply of electricity. The
said deposits made as per the direction of Hon''ble High Court
shall be subject to the outcome of the proceedings before the
Arbitral Tribunal.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and
its Subsidiary for the Financial Year 2024-25 are prepared in
compliance with the Section 129(3) read with Schedule III of the
Act and Rules made thereunder, including Indian Accounting

Standards (IND AS) specified under Section 133 of the Act. The
audited consolidated Financial Statements together with the
Auditors'' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Act read with the rules made
there under, a statement containing salient features of the Financial
Statements of the Associate is disclosed in Form AOC - 1 in this
Annual Report.

The Financial Statements of the Subsidiary company are
available for inspection by the Members at the Registered
Office of the Company pursuant to the provisions of Section
136 of the Act. The Company shall provide, free of cost, a copy
of the Financial Statements of its Subsidiary company to the
Members upon their request. The statements are also available
on the website of the Company and can be accessed at www.
digvijaycement.com under the ‘Investors'' section.

FINANCIAL LIQUIDITY AND CREDIT RATING:

We understand the importance of maintaining a healthy balance
between liquidity and earning sufficient returns. Liquidity is
crucial for us to be flexible and prepared to meet any unexpected
strategic and business challenges and opportunities that may
arise.

As on 31^st March, 2025, cash and cash equivalents stand at
'' 4,877.83 lakhs, excluding fixed deposits of '' 8,558.95 lakhs
for more than three months. This is a significant increase
compared to '' 1,293.11 lakhs last year, excluding fixed deposits
of '' 10,033.29 lakhs for more than three months.

Total cash and bank balance has risen to '' 13,436.78 lakhs from
'' 11,326.40 lakhs in the previous year.

The Company has availed rupee term loan for a limit upto
'' 150 crores from our banker for partly funding the new grinding
unit project, the total project cost of which is estimated at
approx. '' 250 crores. As on 31^st March, 2025, the Company has
drawn '' 110 crores from the sanctioned loan amount to support
the progress of this project.

CRISIL has confirmed our credit ratings for the total bank loan
facility of '' 150 crores, with a long-term rating of CRISIL A/
Negative and a short-term rating of CRISIL A1.

The Company is having strong working capital management
processes. Our well-structured procedures enable us to
continuously track and oversee receivables, payables,
inventories, and other factors, ensuring smooth financial
operations.

CASH FLOW STATEMENT:

As required under the applicable provisions of the Act and
Listing Regulations, a Cash Flow Statement is attached to the
Balance Sheet.

DEPOSITS:

Your Company has neither accepted any deposits during the
year under the report nor did any deposits remain unpaid or
unclaimed at the end of the year.

LOANS, GUARANTEES AND INVESTMENTS:

Your Company has neither given any loan or guarantee nor has
made any investment, except Investment in its Subsidiary as
appearing under Note no. 5 of this report, during the year under
report attracting the provisions of Section 186 of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors
make the following statement in terms of Section 134 of the Act:

(a) in preparation of Annual Accounts for the financial year
ended 31^st March, 2025, the applicable Indian Accounting
Standards (Ind AS) have been followed along with proper
explanation relating to material departures;

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

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

(d) that the annual accounts have been prepared on a going
concern basis;

(e) that proper internal financial controls laid down by the
Directors were followed by the Company and such internal
financial controls are adequate and were operating
effectively; and

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination
& Remuneration Committee, framed a policy, inter alia, for
nomination and appointment (including remuneration) of
Directors, senior management, and key managerial personnel
of the Company. The details of Nomination and Remuneration
Policy is stated in the Corporate Governance Report and uploaded

on website of the Company at https://www.digvijaycement.com/
policies/.

The Board of Directors of the Company follows the criteria for
determining qualification, positive attributes, independence
of Directors as per Nomination and Remuneration Policy and
the Board Diversity Policy and other applicable policies of the
Company.

Directors are appointed/re-appointed with the approval of the
Members for a term in accordance with the provisions of the Act
and the Articles of Association of the Company. The appointment
of CEO and Managing Director is generally for a period of five
year. All Directors, other than Independent Directors, are liable
to retire by rotation, unless otherwise specifically provided
under the Articles of Association or under any statute or terms
of appointment. One-third of the Directors who are liable to
retire by rotation, retire at every annual general Meeting and are
eligible for re-appointment.

Further details on the election process, appointment of Directors
and the details of remuneration paid to Directors and Managerial
Personnel forms part of the Corporate Governance Report.

Remuneration to Non-Executive Directors

Pursuant to the provisions of Section 197 and other applicable
provisions, the Members of the Company at 76^th Annual
General Meeting held 18^th June, 2021 approved the payment of
commission to the Directors of the Company who are neither
in the whole-time employment nor managing director(s) of the
Company subject to a limit up to 0.50% of net profits for each
financial year in addition to sitting fee for attending the meetings
of the Board and Committees of the Board for a period of 5 years
effective from 1^st April, 2020 and such commission being divisible
amongst the eligible Directors in such proportion, to such
category and in such manner as may be decided by the Board.

Further, the Company has now proposed to continue payment of
remuneration by way of commission to Non-executive Directors
w.e.f. financial year 1^st April, 2025 for a period of 5 years in
addition to sitting fee for attending the meetings of the Board
and Committees of the Board subject to Shareholders'' approval
at this AGM. Non-executive Directors do not take any sitting fee
for attending such meetings.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

Details of contracts/arrangement with the Related Parties
appear under Note no. 37b and form part of this report. All
related party transactions that were entered into during the year
under report were at arm''s length basis and were in the ordinary
course of business. There were no materially significant related
party transactions which could have potential conflict with the
interest of the Company at large.

Related Party Transactions are placed before the Audit
Committee as well as before the Board, wherever required, for
their approval. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company''s website.
The Company''s management ensures total adherence to the
approved Policy on Related Party Transactions to establish
Arm''s Length Basis without any compromise.

The Company has not entered into any transaction with any
person or entity belonging to the Promoter/Promoter Group
which hold(s) 10% or more shareholding in the Company.

During the year, the Company had not entered into any contract/
arrangement/transaction with related parties which could
be considered material in accordance with the policy of the
Company on materiality of related party transactions or which
is required to be reported in Form No. AOC-2 (Annexure A) in
terms of Section 134(3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in terms of
Section 134(3)(l) of the Act, affecting the financial position of the
Company between the end of the financial year of the Company as
on 31^st March, 2025 and the date of this report i.e. 28^th April, 2025.

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

It has been the Company''s endeavor to focus on energy
conservation and efficiency measures and accordingly were
undertaken in various areas of cement manufacturing during
the year.

Information relating to conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo, required
under Section 134(3)(m) of the Act is annexed hereto as
Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosure pertaining to the remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed hereto as Annexure C.

In accordance with the provisions of Sections 197(12) &
136(1) of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the list
pertaining to the names and other particulars of employees
drawing remuneration in excess of the limits set out in the
aforesaid Rules, is kept open for inspection during working
hours (up to the date of ensuing Annual General Meeting) at the
Registered Office of the Company, and the Report & Accounts
are being sent to all the Members of the Company, excluding the
aforesaid particulars of employees. Alternatively, any Member,

who is interested in obtaining these details, may also write to
the Company Secretary at the Registered Office of the Company
or to email id at [e-mail].

EMPLOYEE STOCK OPTION PLAN (ESOP):

Pursuant to approval of Shareholders at the Annual General
Meeting held on 5^th August, 2019 and in accordance with SEBI
(Share Based Employee Benefits) Regulations, 2014 ("SBEB
Regulations"), the Nomination and Remuneration Committee
of the Board has, during the financial year 2019-20 granted
70,60,000 options at an exercise price of '' 16/- per option
to eligible employees of the Company, as per the terms and
conditions mentioned in SDCCL Employee Stock Option Plan
2019 ("ESOP Plan"). Out of the total options granted, 2,20,000
(Two Lakh Twenty Thousand) options got vested during the
year. On exercise of rights by eligible employees, 4,07,500
underlying Equity Shares of ''10/- each were allotted to them
during the year in accordance with the ESOP Plan.

The certificate of the auditors regarding the implementation of
the scheme being in accordance with SBEB Regulations and in
accordance with the resolution of the Company in the general
meeting would be placed at the Annual General Meeting (AGM)
or posted electronically for the inspection of the member.

Applicable disclosure as stipulated under SBEB regulation
and Section 62(1) (b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 as
on 31^st March, 2025 with regard to ESOP Plan is provided at
Annexure D to this report.

DIVERSITY AND INCLUSION:

Diversity and Inclusion at workplace helps nurture innovation,
by leveraging the variety of opinions and perspectives coming
from employees with diverse age, gender, and ethnicity.
The Company has organized a series of sensitization and
awareness campaigns, to help create an open mind and culture
to leverage on the differences. On and around International
Women''s Day, the Company has organized various program
to sensitize employees and locals, inter alia, on significant role
that women played in digitization and other activities of the
Company. It has been the Company''s endeavour to focus on
women empowerment.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has always provided a congenial atmosphere for
work that is free from discrimination and harassment, including
sexual harassment. It has provided equal opportunities of
employment to all without regard to their caste, religion, colour,
marital status and sex.

The Company has in place Policy on Prevention, Prohibition and
Redressal of Sexual Harassment in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
constituted an Internal Complaints Committee for redressal
of grievances regarding sexual harassment received by the
Committee. All employees are covered under this Policy.
During the year under review, the Company has not received
any complaints of sexual harassment and that there are no
complaints pending at the end of the year. The Company has
complied with all the applicable provisions of the said Act.

INSURANCE:

The Company''s plants, properties, equipment, and stocks are
adequately insured against all major risks including loss on
account of business interruption caused due to property damage.

RISK MANAGEMENT:

The Company is aware of the risks associated with the business.
It regularly analyses and takes corrective actions for managing
/ mitigating the same. The Company has developed and
implemented a Risk Management Policy that also includes the
process for identifying, minimizing and mitigating risks which is
periodically reviewed by the Risk Management Committee, Audit
Committee, and the Board of Directors.

They also review Risk Management procedures measures from
time to time, to ensure that executive management controls risk
through a properly defined framework. The major risks in critical
areas have been identified by the Company and its mitigation
process/measures have been formulated accordingly.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company aims to remain essential to society with its
social responsibility, strongly connected with the principle of
sustainability, an organization based not only on financial factors,
but also on social and environmental consequences. It is the
responsibility of your Company to practice its corporate values
through its commitment to grow in a socially and environmentally
responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who
started providing free drinking water and free medical amenities
to nearby villagers, whosoever residing in the radius of more
than 15 KMs around Company''s business locations.

Our continually rising CSR spending on carefully crafted CSR
programmes that consider the needs of our communities have
helped us win their hearts and made them a part of Digvijay family.
Key thematic areas of Digvijay''s CSR activities include Healthcare,
Hygiene & Sanitation, Promotion of Education and Women

empowerment, Rural and Community infrastructure development,
Water Conservation & Environmental protection, including
employment creation initiatives and sustainable livelihood,
promotion of sports and contribution for other social cause.

The details of such initiatives, CSR spend etc., have been
provided as Annexure E to this Report, as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Directors

The Company has six directors on its Board. Detailed composition
about the Board is disclosed in Corporate Governance Report.

All Directors have submitted relevant declarations / disclosures
as required under the Act and Listing Regulations.

Re-appointment of Director

1. Mr. Anil Singhvi (DIN: 00239589)- Executive Chairman :

Mr. Singhvi retires by rotation at the ensuing Annual
General Meeting pursuant to the provisions of Section
152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors), Rules 2014
and the Articles of Association of your Company and
being eligible, has offered himself for re-appointment as
the Director.

2. Mr. Satish Kulkarni (DIN:08741350) - Non-Executive
Independent Director:

Mr. Kulkarni was appointed as an Independent Director at
the 75^th Annual General Meeting held on 30^th June, 2020
for a period of 5 years with effect from 2^nd June, 2020 and
up to the date of Annual General Meeting in the year 2025.

The Board has at their meeting held on 28^th April, 2025
re-appointed Mr. Satish Kulkarni (DIN: 08741350) as an
Independent Director in the category of Non-Executive
Independent with effect from 2^nd June, 2025.

The Board recommends re-appointment of Mr. Satish Kulkarni
as Non-Executive Independent Director of the Company for
a second term of five (5) consecutive years with effect from
2^nd June, 2025.

As required by Regulation 36(3) of the Listing Regulations and
provisions of the Secretarial standards, brief resume and other
details of the above-mentioned Director getting appointed & re¬
appointed, are attached to the Notice of the ensuing AGM.

None of the Directors proposed for appointment / re¬
appointment at the ensuing AGM is disqualified from being
appointed /reappointed as Directors under the provisions of
the Act, the Listing Regulations or any other order, directions of
MCA, SEBI, or any other statutory authorities.

Board Independence

Our definition of ‘independence'' of Directors is derived from
Regulation 16(b) of SEBI Listing Regulations and Section
149(6) of the Companies Act, 2013. Based on the confirmation
/ disclosures received from the Directors and on evaluation
of the independence of directors during the Board evaluation
process and assessing veracity of disclosures, the following
Non-Executive Directors are Independent.

All the Independent Directors of the Company have submitted
the requisite declarations stating that they meet the criteria of
independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations. The Board
reviewed and assessed the veracity of the aforesaid declarations,
as required under Regulation 25(9) of the Listing Regulations.
In the opinion of the Board, all the Independent Directors fulfil
the said conditions as mentioned in Section 149(6) of the
Act and the Listing Regulations and are independent of the
Management. All the Independent Directors of the Company
have complied with the provisions of sub-rule (1) and (2) of Rule
6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 with respect to registration with the Indian Institute
of Corporate Affairs for the Independent Directors'' Database.
There has been no change in the circumstances affecting their
status as Independent Directors of the Company. In the opinion
of the Board, the Independent Directors possess the requisite
integrity, experience, expertise and proficiency required to fulfill
their duties as Independent Directors.

a) Mr. Mahesh Gupta

b) Mr. Satish Kulkarni

c) Ms. Mitu Samarnath Jha

The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and the Company''s Code
of Conduct.

In the opinion of the Board, the Independent Directors fulfil
the conditions specified under the Act and the Rules made
thereunder and Listing Regulations and are independent of
the management. Independent Directors are persons of high
integrity. Further, in terms of Section 150 of the Companies
Act, 2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Board is also of the
opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of
strategy, business management, accounts & finance, auditing,
tax and risk advisory services, legal, HR, IT, sales & marketing,
logistics, people management, branding, infrastructure,
technical, banking, insurance, financial services, investments,
mining & mineral industries both in cement & other sectors and
they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps
towards the inclusion of the names of all Independent Directors
in the data bank maintained with the Indian Institute of Corporate
Affairs (‘IICA'').

Accordingly, all the Independent Directors of the Company
have registered themselves with IICA for the said purpose.
In terms of Section 150 of the Act read with the Companies
(Appointment & Qualification of Directors) Rules, 2014, as
amended vide Notification No. GSR.774(E), dated 18.12.2020,
wherever required, Independent Directors of the Company have
undertaken to complete online proficiency self-assessment test
conducted by the said Institute.

Key Managerial Personnel (KMP)

As required under Section 2(51) and Section 203 of the Act read
with Rule 8 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, following persons are the
Key Managerial Personnel of your Company:

• Mr. R. Krishnakumar, Chief Executive Officer & Managing
Director

• Mr. Vikas Kumar, Chief Financial Officer

• Mr. Suresh Meher, Vice President (Legal & HR) & Company
Secretary

There were no changes in Key Managerial Personnel during the
year 2024-2025.

Succession Plan

Your Company has an effective mechanism for succession
planning which focusess on orderly succession of Directors,
Key Management Personnel and Senior Management. The
Nomination and Remuneration Committee implements this
mechanism in concurrence with the Board.

Annual Evaluation by the Board of its own performance, its
committees, and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and
the Board, the Board has carried out an evaluation of its own
performance, the Directors individually as well as the evaluation
of the working of its Audit, Nomination and Remuneration
Committees and other committees of Board as mandated under
the Act and Listing Regulations. The criteria and manner in
which the evaluation has been carried out has been explained in
the Corporate Governance Report.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has
been received from M/s Manoj Hurkat & Associates, Practicing
Company Secretaries, that none of the Directors on the Board of
the Company has been disqualified to act as Director. The same
is annexed herewith as Annexure F.

Board Diversity

The Company has over the years been fortunate to have eminent
people from diverse fields to serve as Directors on its Board.
Pursuant to the SEBI Listing Regulations, the Nomination &
Remuneration Committee of the Board has formalised a policy
on Board Diversity to ensure diversity of the Board in terms of
experience, knowledge, perspective, background, gender, age,
and culture. The Policy on diversity is available on the Company''s
website www.digvijaycement.com.

Directors and Officers Insurance (‘D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers
Insurance (‘D&O'') Policy for all its Directors and members of the
Senior Management.

NUMBER OF MEETINGS:

Meetings of the Board and its Committees are held as per
statutory requirements and as per business needs. A calendar
of meetings is circulated in advance to the Directors to
enable them to plan their schedule for effective participation
in the meetings. Due to business exigencies, the Board and
Committees have also been approving several proposals by
circulation from time to time.

Meetings of Board of Directors

During the year, four Board Meetings were convened and held
on 27^th April, 2024, 19^th July, 2024, 13^th November, 2024 and 24^th
January, 2025, the details of which are given in the Corporate
Governance Report. The intervening gap between the meetings
was within the period prescribed under the Act, Secretarial
Standards-1 (SS-1) issued by the Institute of Company
Secretaries of India and Listing Regulations.

The Company has the following six (6) Board-level Committees,
which have been established in compliance with the relevant
provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders'' Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Committee of Directors for routine matters
Audit Committee

The Audit Committee comprises of three members, with
the majority of Independent Directors The Chairman of the
Committee is an Independent Director. The Committee met four
times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee
comprising of three members, all members of which are
Non-Executive Directors and two-thirds of the members are
Independent Directors. The Committee met once during the year.

Risk Management Committee

The Risk Management Committee comprises of three members,
with the majority of Independent Directors. The Chairman of
the Committee is an Independent Director. The Committee met
twice during the year.

Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee of Directors
comprises of three members, with the majority of Non-Executive
Directors. The Chairman of the Committee is an Independent
Director. The Committee met once during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of four members. The Chairman
of the Committee is an Independent Director. The Committee
met once during the year.

More details about all the Committees of the Board, including
details of the role and responsibilities of Committees, the
particulars of meetings held and attendance of the Members at
such meetings are stated in the Corporate Governance Report,
which forms part of the Annual Report.

AUDITORS:

Statutory Auditors and their Report

Pursuant to the provisions of the Act and the Rules made
thereunder, M/s. BSR and Co. (BSR), Chartered Accountants,
Mumbai (ICAI Firm Registration Number 128510W) from BSR
& Affiliates network, were re-appointed as Statutory Auditor of
the Company for a second term of five (5) consecutive years
from the conclusion of the 78^th Annual General Meeting held on
28^th June, 2023 to hold office from the conclusion of the said
Meeting till the conclusion of the 83^rd Annual General Meeting
to be held in 2028.

The Statutory Auditors have confirmed that they are not
disqualified to continue as Statutory Auditors and are eligible to
hold office as Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified opinion on
the Standalone Financial Statements and their reports do not
contain any qualifications, reservations, adverse remarks, or
disclaimers. The Notes to the financial statements referred in
the Auditors'' Report are self-explanatory.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, the Company has made
and maintained the cost accounts and records for the year
2024-25. The Board of Directors on the recommendation of
the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost
Accountants (Firm Registration No. 00025), as the Cost Auditors
of the Company for the financial year 2025-26. The Cost Audit
Report for the financial year ended 31^st March, 2024 was filed
with the Central Government on 14^th August, 2024 vide SRN No.
F97436117.

Further, the Board of Directors has fixed the remuneration of
M/s Kiran J. Mehta for conducting Cost Audit of the FY 2024-25,
subject to ratification by the shareholders at the ensuing AGM of
the Company. M/s Kiran J. Mehta & Co. have confirmed that their
appointment is within the limits of Section 139 of the Act and
have also certified that they are free from any disqualifications
specified under Section 141 of the Act. The Audit Committee has
also received a certificate from the Cost Auditor certifying their
independence and arm''s length relationship with the Company.
An Ordinary Resolution for the ratification of remuneration of
Cost Auditors for FY 2025-26 is included in the Notice convening
80^th Annual General Meeting for approval by the Members.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. Manoj
Hurkat and Associates, Company Secretaries (Firm Registration
No. P2011GJ025800) to undertake the Secretarial Audit of
the Company for Financial Year ended 31^st March, 2025. The
Secretarial Audit Report for the financial year ended 31 ^st March,
2025, as required under Section 204 of the Act and Regulation
24A of the SEBI Listing Regulations, is appended as Annexure-G
to this Report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Further, as per Section 204 of the
Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with
SEBI (LODR) (Third Amendment) Regulations, 2024 the Board
has recommended to appoint M/s Manoj Hurkat and Associates,
Company Secretaries (Firm Registration No. P2011GJ025800)
Company Secretaries as the Secretarial Auditors of the Company
for the term of 5 (five) years i.e. from Financial Year 1^st April,
2025 to 31^st March, 2030.

M/s. Manoj Hurkat and Associates have given their consent
to act as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would be within the
prescribed limits under the Act & Rules made thereunder and

SEBI Listing Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and SEBI
Listing Regulations.

In terms of provisions of Section 204 of the Companies Act,
2013 read with Regulation 24A of SEBI Listing Regulations. The
Secretarial Audit Report for the Financial Year 2024-25 does
not contain any qualification, reservation or adverse remark.
Further, the Secretarial Auditors have not reported any fraud
under Section 143(12) of the Act.

Tax Auditors

The Board of Directors, on the recommendation of the Audit
Committee, re-appointed M/s B. S. R. and Co., Chartered
Accountants, to carry out the Tax Audit for the Assessment Year
2025-26.

Internal Auditors

M/s. RSM Astute Consulting (RSM) has been the Internal
Auditors of the Company for the year under review. The Audit
Committee of the Board reviews the audit findings of RSM
and the remedial measures taken by the Company. The Board
of Directors, based on the recommendation of the Audit
Committee, re-appointed RSM to carry out the Internal Audit of
the Company for the Financial Year 2025-26.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate
with the size, scale, and complexity of its operations. The
Company has adequate internal financial control, which is
constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating
systems, accounting procedures and policies at all locations
of the Company. Based on the report of external and Internal
Auditors, the Audit Committee/ Board initiate corrective action
in respective areas and thereby strengthens the controls. The
scope, functioning, periodicity, and methodology for conducting
internal audit is as per terms agreed by the Audit Committee in
consultation with the Internal Auditor and as approved by the
Board.

The Company had, in all material respects, an adequate
internal financial controls system with respect to its financial
statements for the year ended 31^st March, 2025, and that are
operating effectively. More details on internal financial controls
form part of the Management Discussion and Analysis Report.

ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:

In line with the requirement of the Companies (Amendment) Act,
2017, effective from 31^st July, 2018, the extract of annual return
is no longer required to be part of the Board Report. However, in
Compliance to the provisions of Section 92 and Section 134 of

the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the extract of the Annual Return
of the Company for the financial year ended 31^st March, 2025
and other policies of the Company is placed on the Company''s
website at www.digvijaycement.com.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND
UNETHICAL BUSINESS PRACTICES:

Vigil Mechanism (Whistleblower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been
the core factor of your Company. In view of the potential risk
of fraud, corruption and unethical behavior that could adversely
impact the Company''s business operations, performance,
and reputation, your Company has emphasized even more on
addressing these risks. To meet this objective, a comprehensive
vigil mechanism named Whistleblower Policy, in compliance
with the provisions of Section 177(10) of the Act and Regulation
22 of Listing Regulations, is in place. The details of the Whistle
Blower Policy are explained in the Corporate Governance
Report and posted on the website of the Company at
www.digvijaycement.com.

In addition to above policy, Company has in place the Code
of Conduct ("Code"), Ethics, Anti-Corruption policy and other
critical compliance policies which are laid down based on
the Company''s values, beliefs, principles of ethics, integrity,
transparency, and applicable laws. Your Company has zero
tolerance to bribery and corruption and is committed to act
professionally and fairly in all its business dealings.

To create awareness about the Company''s commitment to
conduct business professionally, fairly, and free from bribery
and corruption, regular training and awareness programs and
workshops is conducted for all employees (both direct and
indirect) across the organization.

More details about the Code are given in the Corporate
Governance Report.

Code of Conduct to Regulate, Monitor and report trading by
Insider

In terms of SEBI (Prohibitions of Insider Trading) Regulations,
2015, as amended from time to time, the Company has adopted
a Code of Conduct for Prevention of Insider Trading ("Insider
Code") as approved by the Company''s Board. Any Insiders
(as defined in Insider Code) including designated employees
& persons and their relatives are, inter-alia, prohibited from
trading in the shares and securities of the Company or counsel
any person during any period when the "Unpublished Price
Sensitive Information" are available with them.

The Insider Code also requires pre-clearance for dealing in
the Company''s shares and prohibits dealing in Company''s
shares by the Directors and the designated employees while

in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading
Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a
detailed account of state of affairs of the Company''s operations
forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report forms an integral part of this
Report, as annexed hereto as Annexure H, together with the
Certificate from the Practicing Company Secretary regarding
compliance with the requirements of Corporate Governance as
stipulated in Part C of Schedule V to the Listing Regulations.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
(BRSR):

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report (‘BRSR'') on
initiatives taken from an environmental, social and governance
perspective, in the prescribed format as annexed to this report
as Annexure-I and also available on the Company''s website:
https://www.digvijaycement.com/.

TRANSFER OF SHARES ONLY IN DEMAT MODE:

As per SEBI norms, all requests for transfer of securities
including transmission and transposition requests shall be
processed only in demat form. The procedure to dematerialize
shares is available at www.digvijaycement.com. Further vide
circular date 24^th January, 2022, SEBI has notified that request
for duplicate issuance, splitting and consolidation requests too
will be processed in a demat mode only. The necessary forms
are available on the Company''s website www.digvijaycement.
com.

LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on the BSE Limited
and National Stock Exchange of India Limited.

More details about the Transfer of Shares and Listing of Shares
are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has
complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India which have
mandatory application during the year under review.

AWARDS AND RECOGNITION:

‘Excellence, is not an act but a habit'' - Aristotle.

At Digvijay, we continuously invest in the development and
improvement of our operations to achieve the world best. Your

Company received several awards and recognitions during the
year 2024-25.

Key recognitions among them are reflected through the following
awards conferred on the Company:

? Greentech Pollution Control Waste Management &
Recycling Award 2024 for outstanding achievements in
Recycling Technology & Process Innovation;

? Greentech Global Environment, Health & Safety Award
2024 for outstanding achievements in EHS Best Practices;

? Apex India Occupational Health & Safety Award 2024 in
Platinum Category.

? Indian Cement Review Award 2024-25 for being the
second fastest Cement Company in small category.

HOLDING ENTITY:

True North Fund VI LLP is the "Promoter" of the Company. During
the year, there has not been any change in the number of shares
held by Promoter. As at the end of the Financial Year 2024-25,
the Promoter and the Holding entity continue to hold 8,08,25,928
fully paid-up equity shares.

HUMAN RESOURCES:

Your people are your greatest resource. The Company has a
structured induction process at all its locations. Your Company
has a performance appraisal system for senior employees
and junior management staff. HR dept is effectively involved in
nurturing, enhancing and retaining talent through job satisfaction,
management development program etc. Your Company
encourages and provides regular training to employees to improve
their skills. In-house newsletters provide a forum for information
sharing. Rewarding individuals for their contribution is part of
motivation towards Excellence. More details on this section form
part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:

The Company continues to accord high priority to the health
and safety of employees at all locations. During the year under
review, the Company conducted safety training programs for
increasing disaster preparedness and awareness amongst all
employees at the plant. Training programs and mock drills for
safety awareness were also conducted for all employees at
the plant. Safety Day was observed with safety competition
programs with the aim to imbibe safety awareness among
all the employees (both direct and indirect) at the Company''s
business locations.

During the year under review, your Company enjoyed a cordial
relationship with workers and employees at all levels.

DISCLOSURE REQUIREMENTS UNDER SECTION 134(3) OF THE
COMPANIES ACT, 2013:

Section 134(3) of the Companies Act, 2013 requires the Board''s
Report to include several additional contents and disclosures
compared to the earlier law. Most of them have accordingly been
made in the Corporate Governance Report at appropriate places
that forms an integral part of this Report.

OTHER DISCLOSURES:

No disclosure or reporting is made in respect of the following
items as required under the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as there were no transactions
during the year under review:

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

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

• The Company does not have any scheme or provision of
money for the purchase of its own shares by employees or
by trustees for the benefit of employees.

• The Managing Director of the Company does not receive
any remuneration or commission from its subsidiary
company.

Further your directors state that no disclosure or reporting is
required in respect of the following items as either there were no
transactions on these items, or these items are not applicable to
the Company during the year under review:

1) No company has ceased to be Subsidiary, Associate, or
joint venture of the Company during the year under review.

2) No significant and material orders were passed by the
regulators or courts or tribunals which impact the going
concern status and Company''s operations in future.

3) No fraud has been reported during the audit conducted
by the Statutory Auditors, Secretarial Auditors and Cost
Auditors of the Company.

4) During the year under review, no revision was made in the
previous financial statement of the Company, except as
otherwise required under applicable laws.

5) There are no proceedings pending against the company
under the Insolvency and Bankruptcy Code, 2016.

6) There was no instance of one-time settlement with any
bank or Financial Institution.

ENVIRONMENT SUSTAINABILITY:

We believe in sustainable development. We regard social,
economic, and environmental responsibility as an integral
element of our business.

Your Company is an ISO 14001:2015 Environment Management
System Certified and adheres to ISO 45001 standards of
Safety and Occupational Health. Company gives top priority to
health and safety of its employees (both direct & indirect) at its
workplaces not only to avoid work related injuries and fatalities,
but they are essential to effective business performance. With
this approach, the Company switched over from OHSAS to the
latest version of ISO 45001:2018 on Occupational Health and
Safety Management Systems.

Professional Environment Auditors such as Det Norske Veritas,
the State Pollution Board''s certified auditors and Environmental
System Auditors conduct periodic in-depth environmental audit
on our plant. The Audit Reports validate our commitment to
environmental conservation. Large scale plantations in the
mines, plants, colonies, and surrounding areas provide a lush
green cover and reflect our respect for the environment.

ACKNOWLEDGEMENT:

Your directors are thankful to the Central and State Government
Departments, Organizations and Agencies for their continued
guidance and co-operation. The Directors are grateful to all
valuable Stakeholders, Dealers, Vendors, Banks and other
business associates for their excellent support and help
rendered during the year.

The Directors also acknowledged the commitment and valued
contribution of all employees of the Company.

Your directors wish to place on record their appreciation for
the support and guidance provided by its Parent Company/
Promoter.

For and on behalf of the Board of Directors

Anil Singhvi R. Krishnakumar

Executive Chairman CEO & Managing Director
(DIN: 00239589) (DIN: 10412896)

Place : Mumbai / Digvijaygram
Date : 28^th April, 2025

---

Mar 31, 2024

The Board of Directors has immense pleasure in presenting 79^th Annual Report on business and operation of Shree Digvijay Cement Company Limited ("Company") along with the audited standalone & consolidated financial statements for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under report are as under:				(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	Current	Previous	Current	Previous Year
	Year Ended	Year Ended	Year Ended	Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations (Gross) including Other Income	80,097.34	73,191.82	80,144.61	73,378.05
Operating Expense	64,603.13	62,432.04	64,646.86	62,570.73
Operating Profit (EBITDA)	15,494.21	10,759.78	15,497.75	10,807.32
Depreciation / Amortization	3,461.77	3,525.96	3,461.77	3,525.96
Interest	211.77	133.67	211.77	133.67
Profit Before Tax	11,820.67	7,100.15	11,824.21	7,147.69
Tax Expenses	3,044.96	1,328.85	3,045.85	1,339.65
Profit for the year	8,775.71	5,771.30	8,778.36	5,808.04
Other Comprehensive Income/(Expense) (OCI)	(12.14)	39.98	(12.14)	39.98
Total Comprehensive Income/(Expense) for the year	8,763.57	5,811.28	8,766.22	5,848.02
Balance brought forward from previous year	6,681.85	5,635.21	6,713.95	5,630.57
Deferred Tax on ESOP	(211.58)	280.46	(211.58)	280.46
Current Tax on ESOP	378.95	0.00	378.95	0.00
Transfer to General Reserve	0.00	0.00	0.00	0.00
Dividends (including tax)	(3,633.09)	(5,045.10)	(3,633.09)	(5,045.10)
Total Profit Carried Over to Balance Sheet	11,979.70	6,681.85	12,014.45	6,713.95

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

The Company''s total income for the year 2024 was '' 80,097.34 lakhs, which was a record high and 9.43% higher than the previous year''s income of '' 73,191.82 lakhs.

The year''s pre-tax profit amounted to '' 11,820.67 lakhs, which was higher than '' 7,100.15 lakhs in the previous year. The year''s post-tax profit reached '' 8,775.71 lakhs, which was 52% more than '' 5,771.30 lakhs in the previous year.

The main reasons for the growth were increased sales volume and stable plant operations. The record sales of blended and special products also contributed to the expansion of revenue and earnings. The increased productivity and profitability was mainly due to better plant performance resulting from asset optimisation and keeping the cost under control.

PRODUCTION AND SALES:		(In Lakhs MT)
	Current Year	Previous Year
Particulars	Ended	Ended
	31.03.2024	31.03.2023
Production:
• Cement	13.48	12.74
• Clinker	10.34	9.74
Sales:
• Cement*	13.61	12.59
• Clinker	0.00	0.09

* Cement sales with 0.063 lakh ton used by Company as selfconsumption. Last year self-consumption was 0.002 lakh tons.

The year under review saw Cement production rise to 13.48 lakhs MT from 12.74 lakhs MT and Clinker production grow to 10.34 lakhs MT from 9.74 lakhs MT. The Company achieved a record Cement Sale of 13.61 lakhs MT as compared to 12.59 lakhs MT in previous year.

There has not been any change in the nature of the business of the Company.

EXPANSION OF EXISTING MANUFACTURING FACILITIES:

Consequent upon Environment Clearance (EC) from the Ministry of Environment, Forest and Climate Change for capacity expansion of existing facilities of Cement, Clinker & Power in 2023, the Board of Directors has announced expansion at existing unit at Sikka. The new grinding unit project is under construction now and will be completed in the fourth quarter of FY 2024-25. After completion of the project, total cement capacity will increase to 3.00 MTPA. Accordingly, your Company is on track to strengthen its base and reach more markets.

DIVIDEND :

The Board of Directors is pleased to recommend a Dividend of '' 3/- (i.e. @30%) per equity share on 14,74,06,778 Equity Shares of '' 10/- each for the year ended 31^st March, 2024 payable to those Shareholders whose names appear in the Register of Members as on Record Date i.e. 19^th July, 2024.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. 1^st April, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"), the Company has formulated a Dividend Distribution Policy ("Policy"). The Dividend recommendation is in accordance with the Policy of the Company. The Policy is available on the Company''s website and can be accessed at https://www.digvijaycement.com/wp-content/uploads/2021/12/Dividend-Distribution-Policy.pdf.

UNPAID DIVIDEND :

The Company currently has no unclaimed dividends that need to be transferred to the Investor Education & Protection Fund (IEPF), since the Company started declaring dividend from the year 2019-20.

TRANSFER TO RESERVES :

During the year under review the Company has not transferred any amount from Retained Earning to General Reserves.

SHARE CAPITAL :

During the year, the paid-up Equity Share Capital of the Company increased from '' 1,45,20,27,780/- (14,52,02,778 Equity Shares

of '' 10/- each) to '' 1,47,40,67,780/- (14,74,06,778 Equity Shares of '' 10/- each). The increase in share capital was on account of the issue and allotment of fresh 22,04,000 equity shares of face value of '' 10/- each, arising out exercise of equivalent no. of stock options by eligible employees of the Company under "SDCCL Employee Stock Option Plan 2019" ("ESOP Plan").

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors of the Company, other than under ESOP Plan.

No disclosures is required under Section 67(3)(C) of the Companies Act, 2013 ("Act") in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

CONTRIBUTION TO THE EXCHEQUER :

Your Company has been making substantial tax contributions over the years. In the year 2023-24, your Company has paid '' 27,633.50 Lakhs in total as taxes, duties, cess, royalty etc. to the State and Central Government.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

WHOLLY OWNED SUBSIDIARY:

As of 31^st March, 2024, the Company has a Wholly Owned Subsidiary ("Subsidiary") Company viz. SDCCL Logistics Limited (CIN: U63000GJ2020PLC115066).

Presently, the Company does not have any material subsidiary.

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the Listing Regulations, can be accessed on the Company''s website at https://www. digvijaycement.com/policies/.

ASSOCIATE COMPANY :

Pursuant to the Power Purchase Agreement and Share Purchase Agreement executed between Shree Digvijay Cement Company Limited (Company) and CGE Shree Digvijay Cement Green Energy Private Limited (CGESDC) for supply of wind and solar energy (hybrid power), the Company has on 18^th May, 2023, acquired 27% equity stake in CGESDC (a part of Continuum Green Energy group''s portfolio of renewable energy project) for a contracted capacity of 8.10 MW hybrid wind and solar power. This 27% equity shareholding comprises 79,90,000 Equity Shares of Face Value of '' 10/- each at par and for a consideration of '' 7.99 Crores.

CGESDC is a subsidiary of Continuum Green Energy (India) Private Limited. However, by virtue of holding 27% equity in CGESDC, pursuant to Section 2 (6) of the Act, CGESDC is treated as an associate of the Company. Further, CGESDC became a Related Party of the Company under the Act and the acquisition of equity shares of CGESDC and other transactions between the

Company and CGESDC is at arm''s length and in the ordinary course of business.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its Subsidiary for the Financial Year 2023-24 are prepared in compliance with the Section 129(3) read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards (IND AS) specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors'' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Act read with the rules made there under, a statement containing salient features of the Financial Statements of the Subsidiary is disclosed in Form AOC - 1 in this Annual Report.

The Financial Statements of the Subsidiary company are available for inspection by the Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide, free of cost, a copy of the Financial Statements of its Subsidiary company to the Members upon their request. The statements are also available on the website of the Company and can be accessed at www.digvijaycement.com under the ‘Investors'' section.

FINANCIAL LIQUIDITY AND CREDIT RATING:

We remain free of debt and have enough cash to support our strategic and operational needs. We know that liquidity in the Balance Sheet has to strike a balance between earning sufficient returns and the need to address financial and business requirements. Liquidity allows us to be flexible and prepared for meeting unexpected strategic and business challenges, and opportunities.

As on 31^st March, 2024, cash and cash equivalent was '' 1,293.11 lakhs (excluding Fixed Deposits of '' 10,033.29 lakhs for more than 3 months) compared to '' 1,238.89 lakhs last year (excluding fixed deposits of '' 9,953.81 lakhs).

Total cash and bank balance as on 31^st March, 2024 was '' 1,293.11 lakhs vis-a-vis '' 1,238.89 lakhs in the previous year.

CRISIL has confirmed the credit ratings for the Company''s total bank loan facility of '' 100 Crores for the year. The long-term rating is CRISIL A/Stable and the short-term rating is CRISIL A1, indicating no change in the ratings.

The Company has a strong working capital management that involves a well-structured process, which enables ongoing tracking and oversight of receivables, payables, inventories, and other factors.

CASH FLOW STATEMENT:

As required under the applicable provisions of the Act and Listing Regulations, a Cash Flow Statement is attached to the Balance Sheet.

DEPOSITS :

Your Company has neither accepted any Deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

LOANS, GUARANTEES AND INVESTMENTS :

Your Company has neither given any loan or guarantee nor has made any investment, except Letter of Comfort to the Bank for availing credit facility upto '' 5 Crores by its Subsidiary as appearing under Note no. 5 of this report, during the year under report attracting the provisions of Section 186 of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

(a) in preparation of Annual Accounts for the financial year ended 31^st March, 2024, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures;

(b) that such accounting policies as mentioned in the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and the profit of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management, and key managerial personnel of the Company. The details of Nomination and Remuneration

Policy is stated in the Corporate Governance Report and uploaded on website of the Company at https://www. digvijaycement.com/policies/.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the Act and the Articles of Association of the Company. The appointment of CEO and Managing Director is generally for a period of five years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

Further details on the election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

Details of contracts/arrangement with the Related Parties appear under Note no. 35b and form part of this report. All related party transactions that were entered into during the year under report were at arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee and before the Board, wherever required, for their approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The Company''s management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm''s Length Basis without any compromise.

The Company has not entered into any transaction with any person or entity belonging to the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company.

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 (Annexure-A) in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in terms of Section 134(3)(l) of the Act, affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March, 2024 and the date of this report i.e. 26^th April, 2024.

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

It has been the Company''s endeavor to focus on energy conservation and efficiency measures and accordingly were undertaken in various areas of the cement manufacturing during the year.

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134(3)(m) of the Act is annexed hereto as Annexure-B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto as Annexure-C.

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the Company, and the Report & Accounts are being sent to all the Members of the Company, excluding the aforesaid particulars of employees. Alternatively, any Member, who is interested in obtaining these details, may also write to the Company Secretary at the Registered Office of the Company or to email id at [e-mail]

EMPLOYEE STOCK OPTION PLAN (ESOP):

Pursuant to approval of Shareholders at the Annual General Meeting held on 5^th August, 2019 and in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"), the Nomination and Remuneration Committee of the Board has, during the Financial Year 2019-20 granted 70,60,000 options at an exercise price of '' 16/- per option to eligible employees of the Company, as per the terms and conditions mentioned in SDCCL Employee Stock Option Plan 2019 ("ESOP Plan"). Out of total options granted, 23,65,000 (Twenty-Three Lakhs Sixty-Five Thousand) options got vested during the year. On exercise of rights by eligible employees, 22,04,000 underlying Equity Shares of '' 10/- each were allotted to them during the year in accordance with the ESOP Plan.

The certificate of the auditors regarding the implementation of the scheme being in accordance with SBEB Regulations and in accordance with the resolution of the Company in the general meeting, would be placed at the Annual General Meeting (AGM) or posted electronically for the inspection of the members.

Applicable disclosure as stipulated under SBEB Regulation and Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on 31^st March, 2024 with regard to ESOP Plan is provided at Annexure-D to this report.

DIVERSITY AND INCLUSION

Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender, and ethnicity. The Company has organized a series of sensitization and awareness campaigns, to help create an open mind and culture to leverage on the differences. On and around International Women''s Day, the Company has organized various program to sensitize employees and locals, inter alia, on significant role that women played in digitization and other activities of the Company. It has been the Company''s endeavour to focus on women empowerment. Going forward, women empowerment activities will be spread, with clear focus on nurturing their career journeys, to help the Company build a pipeline of women leaders in near future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

INSURANCE:

The Company''s plants, properties, equipment, and stocks are adequately insured against all major risks including loss on account of business interruption caused due to property damage.

RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has developed and implemented a Risk Management Policy that also includes the process for identifying, minimizing, and mitigating risks which is periodically reviewed by the Risk Management Committee, Audit Committee, and the Board of Directors.

They also review Risk Management procedures measures from time to time, to ensure that executive management controls risk through a properly defined framework. The major risks in critical areas have been identified by the Company and its mitigation process/measures have been formulated accordingly.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who started providing free drinking water and free medical amenities to nearby villagers, whosoever residing in the radius of more than 15 KMs around Company''s business locations.

Our continually rising CSR spend on carefully crafted CSR programmes that consider the needs of our communities have helped us win their hearts and made them a part of Digvijay family. Key thematic areas of Digvijay''s CSR activities include Healthcare, Hygiene & Sanitation, Promotion of Education and Women empowerment, Rural and Community infrastructure development, Water Conservation & Environmental protection, including employment creation initiatives and sustainable livelihood, promotion of sports and contribution for other social cause.

As required under Section 135 of the Act and Rules made thereunder, to demonstrate the responsibilities towards social upliftment in structured way, the Company has formed a Corporate Social Responsibility Policy. Due to resignation of Mr. KK Rajeev Nambiar, the Company has reconstituted the composition of Corporate Social Responsibility ("CSR") Committee of Directors comprising of Mr. Satish Kulkarni (Chairman), Mr. Anil Singhvi, Mr. Pramod Kabra and Mr. R. Krishnakumar. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis. The Company implements the CSR projects directly as well as through implementing partners.

The details of such initiatives, CSR spend etc., have been provided as Annexure-E to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Directors

The Company has Six Directors on its Board. Detailed composition about the Board is disclosed in Corporate Governance Report.

All Directors have submitted relevant declarations / disclosures as required under the Act and Listing Regulations.

Appointment /re-appointment of Directors through Postal Ballot

The Shareholders vide postal ballot dated 19^th January, 2024, concluded on 6^th March, 2024 approved (1) the appointment of Mr. Ramanujan Krishnakumar (DIN: 10412896) as a Managing Director of the Company for 5 years effective from 16^th December, 2023 and (2) Reappointment of Mr. Anil Singhvi (DIN: 00239589) as Executive Chairman of the Company for another term of 5 years effective from 30^th April, 2024.

Re-appointment of Director

1. Mr. Pramod Kabra (DIN:02252403) Non-Executive NonIndependent Director

Mr. Pramod Kabra retires by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of your Company and being eligible, has offered himself for re-appointment as the Director.

2. Mr. Mahesh Gupta (DIN:00046810) - Non-Executive Independent Director

Mr. Mahesh Gupta was appointed as an Independent Director at the 74^th AGM held on 5^th August, 2019, for a period of 5 years with effect from 30^th April, 2019 and up to the date of AGM in the year 2024. The Board has at their meeting held on 26^th April, 2024 re-appointed Mr. Mahesh Gupta (DIN: 00046810) as Independent Director in the category of Non-Executive Independent with effect from 30^th April, 2024.

The Board recommends reappointment of Mr. Mahesh Gupta as Non-Executive Independent Director of the Company for a second term of five (5) consecutive years with effect from 30^th April, 2024.

As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial standards, brief resume and other details of the above-mentioned directors getting appointed & re-appointed, are attached to the Notice of the ensuing AGM.

None of the Directors proposed for appointment / reappointment at the ensuing AGM is disqualified from being appointed /reappointed as Directors under the provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI, or any other statutory authorities.

Resignation of Directors

Ms. Mini Menon (DIN: 7500434) has ceased to be a NonExecutive Independent Director of the Company with effect from 27^th April, 2023 due to her resignation arising out of her personal commitments and other pre-occupations. Your Board takes the opportunity to place on record deep appreciation for her contributions to the Company during her association as an Independent Director on the Board of the Company.

Mr. KK Rajeev Nambiar (DIN: 07313541) ceased to be a Director of the Company with effect from 15^th December, 2023 due to his resignation arising out of his personal commitments and other opportunities. Your Board takes the opportunity to place on record deep appreciation for his contributions to the Company during his association as Managing Director of the Company.

Board Independence

Our definition of ‘Independence'' of Directors is derived from Regulation 16(b) of the Listing Regulations and Section 149(6) of the Act. Based on the confirmation / disclosures received from the Directors and on evaluation of the Independence of Directors during the Board evaluation process and assessing veracity of disclosures, the following Non-Executive Directors are Independent:

a) Mr. Mahesh Gupta

b) Ms. Mini Menon (ceased to be a Director w.e.f. 27^th April, 2023)

c) Mr. Satish Kulkarni

d) Ms. Mitu Samarnath Jha (Appointed w.e.f. 27^th April, 2023)

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Rules made thereunder and Listing Regulations and are independent of the management. Independent Direcrtors are persons of high integrity. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors of the Company

possess requisite qualifications, experience and expertise in the fields of strategy, business management, accounts & finance, auditing, tax and risk advisory services, legal, HR, IT, sales & marketing, logistics, people management, branding, infrastructure, technical, banking, insurance, financial services, investments, mining & mineral industries both in cement & other sectors and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA'').

Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E) dated 18.12.2020, wherever required, Independent Directors of the Company have undertaken to complete online proficiency self-assessment test conducted by the said Institute.

Key Managerial Personnel (KMP)

During the year under review, there is one change in Key Managerial Personnel i.e. Mr. R. Krishnakumar, Sr. Vice President (Manufacturing) was appointed as Chief Executive Officer (CEO) & Managing Director of the Company w.e.f. 16^th December, 2023 in place of Mr. KK Rajeev Nambiar, who ceased to be CEO & Managing Director w.e.f. 15^th December, 2023, due to his resignation.

The following are the Key Managerial Personnel of the Company as defined under Sections 2(51), 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. R. Krishnakumar, Chief Executive Officer & Managing Director (w.e.f. 16^th December, 2023)

• Mr. KK Rajeev Nambiar, Chief Executive Officer & Managing Director (till 15^th December, 2023)

• Mr. Vikas Kumar, Chief Financial Officer

• Mr. Suresh Meher, Vice President (Legal & HR) & Company Secretary

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Annual Evaluation by the Board of its own performance, its committees, and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and the Board, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees and other committees of Board as mandated under the Act and Listing Regulations. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has been received from M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure-F.

Board Diversity

The Company has over the years been fortunate to have eminent people from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age, and culture. The Policy on diversity is available on the Company''s website www.digvijaycement.com.

Directors and Officers Insurance (‘D&O'')

As per the requirements of Regulation 25(10) of the Listing Regulations, the Company has taken Directors and Officers Insurance (‘D&O'') Policy for all its directors and members of the Senior Management.

NUMBER OF MEETINGS:

Meetings of the Board and its Committees are held as per statutory requirements and as per business needs. A calendar of meetings is circulated in advance to the Directors to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board and Committees have also been approving several proposals by circulation from time to time.

Meetings of Board of Directors

During the year, five Board Meetings were convened and held on 27^th April, 2023; 27^th July, 2023; 27^th October, 2023; 1^st December, 2023 and 19^th January, 2024, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards- 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

The Company has the following six (6) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders'' Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Committee of Directors for routine matters Audit Committee

The Audit Committee comprises of three members, with the majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met five times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of three members, all members of which are Non-Executive Directors and two-thirds of the members are Independent Directors. The Committee met three times during the year.

Risk Management Committee

The Risk Management Committee comprises of three members, with the majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice during the year.

Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee of Directors comprises of three members, with the majority of Non-Executive Directors. The Chairman of the Committee is an Independent Director. The Committee met once during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of four members, of which one is Independent Director. The Committee met once during the reporting period.

More details about all the Committees of the Board, including details of the role and responsibilities of Committees, the particulars of meetings held and attendance of the Members at such meetings are stated in the Corporate Governance Report, which forms part of the Annual Report.

AUDITORS :

Statutory Auditors and their Report

M/s. BSR and Co. (BSR), Chartered Accountants, Mumbai (ICAI Firm Registration Number 128510W) from BSR & Affiliates network, were appointed as Statutory Auditor of the Company for a second term at the 78^th Annual General Meeting held on 28^th June, 2023 to hold office from the conclusion of the said Meeting till the conclusion of the 83^rd Annual General Meeting to be held in 2028.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Statutory Auditor have expressed their unmodified opinion on the Standalone Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year

2023- 24. The Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-24. The Cost Audit Report for the financial year ended 31^st March 2023 was filed with the Central Government on 11^th August, 2023 vide SRN No. F63096812.

Further, the Board of Directors has appointed M/s Kiran J Mehta & Co. as the Cost Auditors of the Company for the financial year

2024- 25 and fixed their remuneration, subject to ratification by the shareholders at the ensuing AGM of the Company. M/s Kiran J Mehta & Co. have confirmed that their appointment is within the limits of Section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company. Necessary resolution seeking Member''s approval for ratification of remuneration payable to the Cost Auditor for FY 2024-25, is included in the notice convening 79^th Annual General Meeting.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing

Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed M/s Manoj Hurkat & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is annexed as Annexure-G to this Report. This report is unqualified and self-explanatory and does not call for any further comments/explanations.

Tax Auditors

The Board of Directors, on the recommendation of the Audit Committee re-appointed M/s B S R and Co, Chartered Accountants, to carry out the Tax Audit for the Assessment Year 2024-25.

Internal Auditors

M/s. RSM Astute Consulting (RSM) has been the Internal Auditors of the Company for the year under review. The Audit Committee of the Board reviews the audit findings of RSM and the remedial measures taken by the Company. The Board of Directors, based on the recommendation of the Audit Committee, re-appointed RSM to carry out the Internal Audit of the Company for the Financial Year 2024-25.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The Company has adequate internal financial control, which is constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of external and Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthens the controls. The scope, functioning, periodicity, and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company had, in all material respects, an adequate internal financial controls system with respect to its financial statements for the year ended 31^st March, 2024, and that are operating effectively. More details on internal financial controls form part of the Management Discussion and Analysis Report. ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS :

In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31^st July, 2018, the extract of annual return is no longer required to be part of the Board Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year ended 31^st March, 2024 and other policies of the Company is placed on the Company''s website at www.digvijaycement.com.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company''s business operations, performance, and reputation, Digvijay has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and posted on the website of the Company at www.digvijaycement.com.

In addition to above policy, Company has in place the Code of Conduct ("Code"), Ethics, Anti-Corruption policy and other critical compliance policies which are laid down based on the Company''s values, beliefs, principles of ethics, integrity, transparency, and applicable laws. Your Company has zero tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

To create awareness about the Company''s commitment to conduct business professionally, fairly, and free from bribery and corruption, regular training and awareness programs and workshops is conducted for all employees (both direct and indirect) across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate, Monitor and report trading by Insiders.

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading ("Insider Code") as approved by the Company''s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "Unpublished Price Sensitive Information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report forms an integral part of this Report, as annexed hereto as Annexure-H, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the Listing Regulations.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR) :

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format as annexed to this report as Annexure-I and also available on the Company''s website: https://www.digvijaycement.com/.

TRANSFER OF SHARES ONLY IN DEMAT MODE :

As per SEBI norms, all requests for transfer of securities including transmission and transposition requests shall be processed only in demat form. The procedure to dematerialize shares is available at www.digvijaycement.com. Further vide circular date 24^th January, 2022, SEBI has notified that request for duplicate issuance, splitting and consolidation requests too will be processed in a demat mode only. The necessary forms are available on the Company''s website www.digvijaycement. com.

MANDATORY UPDATE OF PAN, KYC AND NOMINATION DETAILS AND LINKING OF PAN AND AADHAAR BY HOLDERS OF SHARES IN PHYSICAL FORM:

SEBI, vide its circular dated 3^rd November , 2021 (subsequently amended by circulars dated 14^th December, 2021, 16^th March , 2023 and 17^th November, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from 1^st April, 2024 upon completion/submission of the requisite documents/details in entirety. Copies of relevant forms are available on the website of the Company at https://digvijaycement.com and on the website of Company''s RTA at www.linkintimeindia.co.in. In case of any query / assistance, members are requested to contact the Company''s RTA, M/s Link Intime India Private Limited, C-101, 247 Park, LBS Marg, Vikhroli (W), Mumbai - 400 083, Telephone No. 022-4918 6060 ,website: https://linkintime.co.in. email: [e-mail].

LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on the BSE Limited and National Stock Exchange of India Limited.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

AWARDS AND RECOGNITION:

‘Excellence, is not an act but a habit'' - Aristotle.

At Digvijay, we continuously invest in the development and improvement of our operations to achieve the world best. Your Company received several awards and recognitions during the year 2023-24.

Key recognitions among them are reflected through the following awards conferred on the Company:

? 7^th Cement Review Awards 2023 - for being the second Fastest Growing Cement Company in Small Category

? Award of Recognition in appreciation of Shree Digvijay''s committed partnership in promoting the Quality Culture and building the quality ecosystem of our Country by Bureau of Indian Standards

? Apex India Occupational Health & Safety Award 2023 in Platinum Category

? Certificate of Winner of the Swachhta Pakhwada Cleanliness Campaign - Second Award by Gujarat Pollution Control Board

? 23^rd Greentech Environment Award 2023 by Greentech Foundation in Winner Category for Environmental Excellence

? Award cemWHR 2023 as Winner under the category of innovation for Sustainability (Western Region) by Mission Energy Foundation

HOLDING ENTITY:

True North Fund VI LLP is the "Promoter" of the Company. During the year, there has not been any change in the number of shares held by Promoter. As at the end of the Financial Year 2023-24, the Promoter and the Holding entity continue to hold 8,08,25,928 fully Paid-up equity shares.

HUMAN RESOURCES:

Your people are your greatest resource. The Company has a structured induction process at all its locations. Your Company has a performance appraisal system for senior employees and junior management staff. HR dept is effectively involved in nurturing, enhancing and retaining talent through job satisfaction, management development programme etc. Your Company encourages and provides regular training to employees to improve their skills. In-house newsletters provide a forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section form part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:

The Company continues to accord high priority to the health and safety of employees at all locations. During the year under review, the Company conducted safety training programs for increasing disaster preparedness and awareness amongst all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with the aim to imbibe safety awareness among all the employees (both direct and indirect) at the Company.

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels. DISCLOSURE REQUIREMENTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013 :

Section 134(3) of the Act requires the Board''s Report to include several additional contents and disclosures compared to the earlier law. Most of them have accordingly been made in the Corporate Governance Report at appropriate places that forms an integral part of this Report.

OTHER DISCLOSURES :

No disclosure or reporting is made in respect of the following items as required under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as there were no transactions during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

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

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Managing Director of the Company does not receive any remuneration or commission from its subsidiary company.

Further your directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items, or these items are not applicable to the Company during the year under review:

1) No company has ceased to be Subsidiary, Associate, or joint venture of the Company during the year under review.

2) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

3) No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

4) During the year under review, no revision was made in the previous financial statement of the Company, except as

otherwise required under applicable laws.

5) There are no proceedings pending against the company under the Insolvency and Bankruptcy Code, 2016.

6) There was no instance of one-time settlement with any Bank or Financial Institution.

ENVIRONMENT SUSTAINABILITY:

We believe in sustainable development. We regard social, economic, and environmental responsibility as an integral element of our business.

Your Company is an ISO 14001:2015 Environment Management System Certified and adheres to ISO 45001 standards of Safety and Occupational Health. Company gives top priority to health and safety of its employees (both direct & indirect) at its workplaces not only to avoid work related injuries and fatalities, but they are essential to effective business performance. With this approach, the Company switched over from OHSAS to the latest version of ISO 45001:2018 on Occupational Health and Safety Management Systems.

Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board''s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plants, colonies, and surrounding areas provide a lush green cover and reflect our respect for the environment. ACKNOWLEDGEMENT :

Your directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your directors wish to place on record their appreciation for the support and guidance provided by its Parent Company/ Promoter.

---

Mar 31, 2023

Your Board of Directors has immense pleasure in presenting 78^th Annual Report on business and operation of Shree Digvijay Cement Company Limited ("Company") along with the audited standalone & consolidated financial statements for the year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under report are as under:

(Rs. in lakhs)
Particulars	Standalone		Consolidated
	Current Year Ended 31.03.2023	Previous Year Ended 31.03.2022	Current Year Ended 31.03.2023	Previous Year Ended 31.03.2022
Revenue from Operations (Gross) including Other Income	73,191.82	63,332.95	73,378.05	63,332.95
Operating Expense	62,432.04	51,226.59	62,570.73	51,228.05
Operating Profit (EBITDA)	10,759.78	12,106.36	10,807.32	12,104.90
Depreciation / Amortization	3,525.96	3,140.28	3,525.96	3,140.28
Interest	133.67	145.62	133.67	145.62
Profit Before Tax	7,100.15	8,820.46	7,147.69	8,819.00
Tax Expenses	1,328.85	3,291.37	1,339.65	3,291.37
Profit for the year	5,771.30	5,529.09	5,808.04	5,527.63
Other Comprehensive Income/(Expense) (OCI)	39.98	0.43	39.98	0.43
Total Comprehensive Income/(Expense) for the year	5,811.28	5,529.52	5,848.02	5,528.06
Opening balance in retained earnings	5,635.21	6,829.25	5,630.57	6,826.07
Deferred Tax on ESOP	280.46	0.00	280.46	0.00
Transfer to General Reserve	0.00	(1,000.00)	0.00	(1,000.00)
Dividends (including tax)	(5,045.10)	(5,723.56)	(5,045.10)	(5,723.56)
Closing balance in retained earnings	6,681.85	5,635.21	6,713.95	5,630.57

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

The Company''s total income for the year stood at record Rs. 73,191.82 lakhs, 15.57% higher over the previous year driven by comparative higher sales volume.

Profit before tax for the year was Rs. 7,100.15 lakhs as compared to Rs. 8,820.46 lakhs in previous year. Profit after tax for the year was Rs.5,771.30 lakhs as compared to Rs. 5,529.09 lakhs in the previous year.

The growth was recorded mainly due to higher sales volume and sustainable plant operations. Combined with the highest ever blended and special products sales led to the consolidation of top line growth and profitability. Improved plant performance by debottlenecking & asset optimisation and keeping the cost under control increases productivity and profitability.

PRODUCTION AND SALES:		(In lakhs MT)
Particulars	Current	Previous
	Year Ended	Year Ended
	31.03.2023	31.03.2022
Production:
• Cement	12.74	11.99
• Clinker	9.74	9.58
Sales: • Cement	12.59	12.02
• Clinker	0.09	0.39

During the year under review, Cement production was 12.74 lakhs MT as against 11.99 lakhs MT in previous year. Clinker

production was 9.74 lakhs MT as against 9.58 lakhs MT in the previous year. The Company achieved ever high Cement Sale of 12.59 lakhs MT as against 12.02 lakhs MT in the previous year.

There has not been any change in the nature of the business of the Company.

EXPANSION OF EXISTING MANUFACTURING FACILITIES:

Your Board of Directors is happy to inform that the Company has received Environmental Clearance (EC) from the Ministry of Environment, Forest and Climate Change for capacity expansion of existing facilities of the Company as follows:

Facilities	From	To
Cement Plant	1.20 MTPA	3.00 MTPA
Clinker Plant	1.10 MTPA	2.21 MTPA
Power Generation from Waste heat	8.50 MW	8.50 MW

DIVIDEND:

Interim Dividend

In view of encouraging performance, healthy retained earnings & cash position and the confidence of sustaining its performance going forward, during the year the Board declared an Interim Dividend of Rs. 1.50 (i.e. @15%) per equity share on 14,43,02,778 equity shares of Rs. 10/- each, aggregating to Rs. 2,164.54 lakhs.

Final Dividend

The Board of Directors is now pleased to recommend a Final Dividend of Rs. 2.50 (i.e. @25%) per equity share on 14,52,02,778 equity shares of Rs. 10/- each for the year ended 31^st March, 2023, aggregating to Rs.3,630.07 lakhs, payable to those Shareholders whose names appear in the Register of Members as on Record Date i.e. 21^st June, 2023.

Thus, the aggregate dividend for the year 2022-23 is Rs.4 (i.e. @ 40%) per equity share of Rs. 10/- each with a total pay-out of Rs. 5,794.61 lakhs and pay-out ratio of 40%.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''the Listing Regulations''), the Company has formulated a Dividend Distribution Policy ("Policy"). The Dividend recommendation is in accordance with the Policy of the Company. The Policy is available on the Company''s website and can be accessed at https://www.digvijaycement.com/wp-content/uploads/2021/12/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount from Retained Earing to General Reserves.

SHARE CAPITAL:

During the year, the paid-up Equity Share Capital of the Company increased from Rs. 1,44,02,77,780/- (14,40,27,778 Equity Shares of Rs. 10/- each) to Rs. 1,45,20,27,780/- (14,52,02,778 Equity Shares of Rs 10/- each). The increase in share capital was on account of issue and allotment of fresh 11,75,000 equity shares of face value of Rs. 10/ each, arising out exercise of equivalent no. of stock options by eligible employees of the Company under "SDCCL Employee Stock Option Plan 2019" ("ESOP Plan").

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors of the Company, other than under ESOP Plan.

No disclosures is required under Section 67(3)(C) of the Companies Act, 2013 ("Act") in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

CONTRIBUTION TO THE EXCHEQUER

Your Company over the years has been enabling significant contribution to various taxes. During the financial year 2022-23, your Company has made the tax contribution of Rs. 23,839.58 lakhs, in aggregate in the form of taxes, duties, cess, royalty etc. to the State and Central Government.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As of 31^st March, 2023, the Company has a Wholly Owned Subsidiary ("Subsidiary") company viz. SDCCL Logistics Limited (CIN No. U63000GJ2020PLC115066). During the year SDCCL Logistics has also started operations utilizing our captive port at Sikka by way of handling cargo with regard to import of gypsum of 33,000 MT.

However, above Subsidiary is not a material subsidiary company as per the thresholds of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations").

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the Listing Regulations, can be accessed on the Company''s website at https://www. digvijaycement.com/policies/.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its Subsidiary for the Financial Year 2022-23 are prepared in compliance with the Section 129(3) read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors'' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Act read with the rules made there under, a statement containing salient features of the Financial Statements of the Subsidiary is disclosed in Form AOC - 1 in this Annual Report.

The Financial Statements of the Subsidiary company is available for inspection by the Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide, free of cost, a copy of the Financial Statements of its Subsidiary company to the Members upon their request. The statements are also available on the website of the Company and can be accessed at www.digvijaycement. com under the ''Investors'' section.

FINANCIAL LIQUIDITY AND CREDIT RATING:

Cash and cash equivalent as on 31^st March, 2023 was Rs. 1,238.89 lakhs (excluding fixed deposits of Rs. 9,953.81 lakhs for a term exceeding 3 months) vis-a-vis Rs. 1,285.29 lakhs in the previous year (excluding fixed deposits of Rs.7,992.15 lakhs).

Total cash and bank balance as on 31^st March, 2023 was Rs. 11,192.70 lakhs vis-a-vis Rs. 9,277.44 lakhs in the previous year.

During the year the Company has applied and obtained Long Term and Short-Term Credit rating from CRISIL for the total bank loan facility of Rs. 100 crores. CRISIL has assigned CRISIL A/Stable for long term rating and CRISIL A1 for short term rating.

The Company''s working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, payables, inventories and other parameters.

DEPOSITS:

Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

LOANS, GUARANTEES AND INVESTMENTS:

Your Company has neither given any loan or guarantee nor has made any investment, except investment in its Subsidiary as appearing under Note no. 5 of this report, during the year under report attracting the provisions of Section 186 of the Act.

NUMBER OF MEETINGS:

Meetings of Board and its Committees are held as per statutory requirements and as per business needs. A calendar of meetings is circulated in advance to the Directors to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board and Committees have also been approving several proposals by circulation from time to time.

Board Meeting

During the year, four Board Meetings were convened and held on 27^th April, 2022, 1^st August,2022, 21^st October, 2022 and

27^th January, 2023, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

The Company has the following six (6) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders'' Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Committee of Directors for routine matters Audit Committee

The Audit Committee comprises of three members, with majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met four times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of three members, all members of which are NonExecutive Directors and two-third members are Independent Directors. The Committee met once during the year.

Risk Management Committee

The Risk Management Committee comprises of three members, with majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice during the year.

Stakeholders'' Relationship Committee

Stakeholders'' Relationship Committee of Directors comprises of three members, with majority of Non-Executive Directors. The Chairman of the Committee is an Independent Director. The Committee met once during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of four members, of which one is Independent Director. The Committee met once during the reporting period.

More details about all the Committees of the Board, including details of the role and responsibilities of Committees, the particulars of meetings held and attendance of the Members at such meetings are stated in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

(a) in preparation of Annual Accounts for the financial year ended 31^st March, 2023, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures;

(b) that such accounting policies as mentioned in the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and the profit of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the Company at https://www. digvijaycement.com/policies/.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association of the Company. The initial

appointment of CEO and Managing Director is generally for a period of three years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

Further details on election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

Details of contracts/arrangement with the Related Parties are appearing under Note no. 35b and form part of this report. All related party transactions that were entered into during the year under report were on arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for their approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The Company''s management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm''s Length Basis without any compromise.

The Company has not entered into any transaction with any person or entity belonging to the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company.

Pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and the Related Parties are annexed herewith as Form AOC-2 in Annexure A.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in terms of Section 134(3)(l) of the Act, affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March, 2023 and the date of this report i.e. 27^th April, 2023.

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

It has been the Company''s endeavor to focus of energy conservation and efficiency measures and accordingly were undertaken in various areas of the cement manufacturing during the year.

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134(3)(m) of the Act are annexed hereto as Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto as Annexure C.

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the Company, and the Report & Accounts are being sent to all the Members of the Company, excluding the aforesaid particulars of employees. Alternatively, any Member, who is interested in obtaining these details, may also write to the Vice President (Legal) & Company Secretary at the Registered Office of the Company or to email id at investors. [e-mail]

EMPLOYEE STOCK OPTION PLAN (ESOP):

Pursuant to approval of Shareholders at the Annual General Meeting held on 5^th August, 2019 and in accordance with SEBI (Share Based Employee Benefits) Regulations 2014 (SBEB Regulations), the Nomination and Remuneration Committee of the Board has, during the financial year 2019-20 granted 70,60,000 options at an exercise price of Rs. 16/- per option to eligible employees of the Company, as per the terms and conditions mentioned in SDCCL Employee Stock Option Plan 2019 ("ESOP Plan"). Out of total options granted, 14,69,250 (Fourteen lakhs Sixty-Nine Thousand Two Hundred Fifty) options got vested during the year. On exercise of rights by eligible employees, 11,75,000 underlying Equity Shares of Rs.10/- each were allotted to them during the year in accordance with ESOP Plan.

The certificate of the auditors regarding the implementation of the scheme being in accordance with SBEB Regulations and in accordance with the resolution of the Company in the general meeting would be placed at the Annual General Meeting or posted electronically for the inspection of the members.

Applicable disclosure as stipulated under SBEB regulation and Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on 31^st March, 2023 with regard to ESOP Plan is provided at Annexure D to this report.

DIVERSITY AND INCLUSION:

Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming

from employees with diverse age, gender and ethnicity. The Company has organized a series of sensitization and awareness campaigns, to help create an open mind and culture to leverage on the differences. On and around International Women''s Day, the Company has organized various program to sensitize employees and locals, inter alia, on significant role that women played in digitization and other activities of the Company. It has been the Company''s endeavour to focus on women empowerment. Going forward, women empowerment activities will be spread, with clear focus on nurturing their career journeys, to help the Company build a pipeline of women leaders in near future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

INSURANCE:

The Company''s plant, properties, equipment and stocks are adequately insured against all major risks including loss on account of business interruption caused due to property damage. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company has developed and implemented a Risk Management Policy that also include the process for identifying, minimizing and mitigating risks which is periodically reviewed by the Risk Management Committee, Audit Committee and the Board of Directors.

They also review Risk Management procedures measures from time to time, to ensure that executive management controls risk through means of a properly defined framework. The major

risks in critical areas have been identified by the Company and its mitigation process/measures have been formulated accordingly.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who started providing free drinking water and free medical amenities, not only to its employees but to all nearby villagers, whosoever residing in the radius of more than 15 KMs around Company''s business locations.

Our continually rising CSR spend on carefully crafted CSR programmes that consider the needs of our communities have helped us win their hearts and made them a part of Digvijay family. Key thematic areas of Digvijay''s CSR activities include Healthcare, Sanitation & Hygiene, Education, Rural and Community infrastructure development, Water Conservation & Environmental protection, Women empowerment, including employment creation initiatives and sustainable livelihood, promotion of sports and contribution for other social cause.

As required under Section 135 of the Act and Rules made thereunder, to demonstrate the responsibilities towards social upliftment in structured way, the Company has formed a Corporate Social Responsibility Policy. Due to resignation of Ms. Mini Menon, the Company has a reconstituted the composition of Corporate Social Responsibility ("CSR") Committee of Directors comprising of Mr. Satish Kulkarni (Chairman), Mr. Anil Singhvi, Mr. Pramod Kabra and Mr. Rajeev Nambiar. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis. The Company implements the CSR projects directly as well as through implementing partners.

The details of such initiatives, CSR spend etc., have been provided as Annexure E to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):Directors

The Company has six directors on its Board. Detailed composition about the Board is disclosed in Corporate Governance Report. All Directors have submitted relevant declarations / disclosures as required under Act and Listing Regulations.

Re-appointment of Director

Mr. Pramod Kabra (DIN No. 02252403), Non-Executive & NonIndependent Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of your Company and being eligible, has offered himself for re-appointment as the Director.

Appointment of Director

The Board has at their meeting held on 27^th April, 2023 appointed Ms. Mitu Samarnath Jha (DIN: 07244627 ) as an Additional Director in the category of Non-Executive Independent Women Director with effect from 27^th April, 2023. Pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013 and Article 109(i) of the Articles of Association of the Company, Ms. Mitu Samar shall hold office till the date of the ensuing Annual General Meeting. The Board recommends appointment of Ms. Mitu Samar as Non-Executive Independent and Women Director of the Company for a period of 5 years w.e.f. 27^th April, 2023 and upto the date of Annual General meeting in the year 2028.

Ms. Mitu Samar has submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations stating that she meets the criteria of independence as provided therein. The Board has also considered such declaration and have formed opinion that Ms. Mitu as Non-Executive Independent Director, fulfils the criteria of independence and is independent from management.

The Company has received notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing her candidature for the office of Director.

As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial standards, brief resume and other details of the above-mentioned Director getting appointed & re-appointed, are attached to the Notice of the ensuing Annual General Meeting.

None of the Directors proposed for appointment / reappointment at the ensuing Annual General meeting are disqualified from being appointed /reappointed as Directors under the provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI or any other statutory authorities.

Resignation of Directors

Ms. Mini Menon (DIN: 7500434) has ceased to be a NonExecutive Independent Director of the Company with effect from 27^th April, 2023 due to her resignation arising out of her personal commitments and other pre-occupations. Your Board takes the opportunity to place on record deep appreciation for

her contributions to the Company during her association as an Independent Director on the Board of the Company.

Board independence

Our definition of ''independence'' of Directors is derived from Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the independence of directors during the Board evaluation process and assessing veracity of disclosures, the following Non-Executive Directors are Independent:

a) Mr. Mahesh Gupta

b) Ms. Mini Menon (ceased to be a director w.e.f. 27^th April, 2023)

c) Mr. Satish Kulkarni

d) Ms. Mitu Samarnath Jha (appointed w.e.f. 27^th April, 2023)

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Companies Act, 2013, the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management, and are persons of high integrity, expertise and experience. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, business management, accounts & finance, auditing, tax and risk advisory services, legal, HR, IT, sales & marketing, logistics, people management, branding, infrastructure, technical, banking, insurance, financial services, investments, mining & mineral industries both in cement & other sectors and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs (''IICA''). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, wherever required, Independent Directors of the Company have undertaken to complete online proficiency selfassessment test conducted by the said Institute.

Key Managerial Personnel (KMP)

During the year under review, there is no change in Key Managerial Personnel. The following are the Key Managerial Personnel of the Company as defined under Sections 2(51), 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. K K Rajeev Nambiar, Chief Executive Officer & Managing Director

• Mr. Vikas Kumar, Chief Financial Officer

• Mr. Suresh Meher, Vice President (Legal & HR) & Company Secretary

Annual Evaluation by the Board of its own performance, its Committees and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and the Board, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees and other committees of Board as mandated under the Act and Listing Regulations. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has been received from M/s Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure F.

Board Diversity

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture. The Policy on diversity is available on the Company''s website www.digvijaycement.com

Directors and Officers Insurance (‘D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (''D&O'') Policy for all its Directors and members of the Senior Management.

AUDITORS:

Statutory Auditors and their Report

M/s. BSR & Associates LLP, Chartered Accountants, Mumbai (ICAI Firm Registration Number 116231W/W- 100024)

were appointed as Statutory Auditor of the Company at the 73^rd Annual General Meeting held on 7^th September, 2018 to hold office from the conclusion of the said Meeting till the conclusion of the 78^th Annual General Meeting to be held in 2023.

M/s. BSR & Associates LLP have audited the standalone and consolidated financial statement of the Company for the financial year ended 31^st March, 2023. The Statutory Auditor''s report provided by M/s. BSR & Associates LLP does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report.

The tenure of BSR & Associates LLP is till the conclusion of the ensuing 78^th Annual General Meeting to be held this year. It is proposed to appoint M/s BSR & Co. (BSR), a Chartered Accountant firm (Firm Registration No. 128510W) from BSR & Affiliates network, for a second term.

The Company has received confirmation/eligibility certificate from BSR to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has further recommended to Shareholder for appointment of BSR as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 83^rd AGM of the Company to be held in the year 2028, subject to approval by the Members at the ensuing AGM.

The Board recommends seeking consent of its members at the ensuing AGM on appointment of BSR as Statutory Auditors for second term for a tenure of 5 (five) years. Necessary resolution in this regard is included in the notice convening 78^th Annual General Meeting.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year

2022- 23. The Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2022-23. The Cost Audit Report for the financial year ended 31^st March, 2022 was filed with the Central Government on 12^th August, 2022 vide SRN No. F21067103.

Further, the Board of Directors has appointed M/s Kiran J Mehta & Co. as the Cost Auditors of the Company for the financial year

2023- 24 and fixed their remuneration, subject to ratification by the shareholders at the ensuing AGM of the Company. M/s Kiran J Mehta & Co. have confirmed that their appointment is within the

limits of Section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company. Necessary resolution seeking Member''s approval for ratification of remuneration payable to the Cost Auditor for FY 2023-24, is included in the notice convening 78^th Annual General Meeting.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed M/s Manoj Hurkat & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 are annexed as Annexure G to this Report. This report is unqualified and self-explanatory and does not call for any further comments/explanations.

Tax Auditors

The Board of Directors on the recommendation of the Audit Committee re-appointed M/s BSR & Co., Chartered Accountants, to carry out the Tax Audit for the Assessment Year 2023-24.

Internal Auditors

During the year under review M/s. RSM Astute Consulting (RSM) has acted as Internal Auditors of the Company. Audit observations of RSM and corrective actions thereon are periodically presented to the Audit Committee of the Board. The Board of Directors on the recommendation of the Audit Committee re-appointed RSM to carry out the Internal Audit of the Company for the Financial Year 2023-24.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has adequate internal financial control, which are constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of external Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. The scope, functioning, periodicity and methodology for conducting

internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company had, in all material respects, an adequate internal financial controls system with respect to its financial statements for the year ended 31^st March, 2023, and that are operating effectively. More details on internal financial controls forms part of the Management Discussion and Analysis Report.

ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:

In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31^st July, 2018, the extract of annual return is no longer required to be part of the Board Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year ended 31^st March, 2023 and other policies of the Company is placed on the Company''s website at www.digvijaycement.com.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company''s business operations, performance and reputation, Digvijay has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at www.digvijaycement. com.

In addition to above policy, Company has in place the Code of Conduct ("Code"), Ethics, Anti-Corruption policy and other critical compliance policies which are laid down based on the Company''s values, beliefs, principles of ethics, integrity, transparency and applicable laws. Your Company has zero-tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

To create awareness about the Company''s commitment to conduct business professionally, fairly and free from bribery and corruption, regular training and awareness programs and workshops is conducted for all employees (both direct and indirect) across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company''s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report forms an integral part of this Report, as annexed hereto as Annexure H, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the Listing Regulations.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The ''Business Responsibility and Sustainability Report (BRSR) of your Company for the year ended 31^st March, 2023 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is annexed to this Report as Annexure - I.

The Company has provided BRSR, in lieu of the Business Responsibility Report which indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into the environmental, social and governance initiatives of the Company.

TRANSFER OF SHARES ONLY IN DEMAT MODE :

As per SEBI norms, all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. The procedure to dematerialise shares is available at https://www.digvijaycement.com. Further vide circular date 24^th January, 2022, SEBI has notified that

all request for duplicate issuance, splitting and consolidation requests too will be processed in a demat mode only. The necessary forms are available on the Company''s website https://www.digvijaycement.com.

UPDATING KYC DETAILS

COMMON AND SIMPLIFIED NORMS FOR PROCESSING INVESTOR''S SERVICE

Efforts are underway to update the Permanent Account Number (PAN) and bank account details of shareholder(s) as required by SEBI. The regulator, vide circular dated 3^rd November, 2021 and 15^th December, 2021, has mandated furnishing of PAN, KYC details and nomination by holders of physical securities by 31^st March, 2023 and SEBI further extended the cut-off date to 30^th September, 2023 vide its Circular dated 16^th March, 2023 and CBDT vide its Press Release, has also extended linking PAN with Aadhaar by 30^th June, 2023 without facing repercussions.

Members are requested to submit their PAN, KYC and nomination details to the Company''s registrars through the forms available at https://www.digvijaycement.com.

LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd. Listing fees have been paid up to 31^st March, 2024.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

AWARDS AND RECOGNITION:‘Excellence, is not an act but a habit'' - Aristotle

At Digvijay, we continuously invest in the development and improvement of our operations to achieve the world best. Your Company received several awards and recognitions during the year 2022-23.

Key recognitions among them are reflected through the following awards conferred on the Company:

- Award for 2^nd fastest growing company in Small Cap at 13^th CEMENT EXPO 2023 by Indian Cement Review

- EHS Award 2023 (EHS Best Practices) from Greentech in Winner category.

- Environment Award 2022 (Environment Protection) from Greentech in Winner category.

- Apex India Occupational Health & Safety Award 2022 in Gold category.

- MQH First Runner-up Certificate in the Heath Care category from IMC Ramkrishna Bajaj National Quality Award Trust.

- Certificate of Appreciation from CBDT for prompt filing of GST Returns and payment of GST

HOLDING ENTITY :

True North Fund VI LLP is the "Promoter" of the Company. During the year, there has not been any change in the number of shares held by Promoter. As at the end of the Financial Year 2022-23, the Promoter and the Holding entity continue to hold 8,08,25,928 fully Paid-up equity shares.

HUMAN RESOURCES:

Your people are your greatest resource. Your Company encourages and provides regular training to employees to improve their skills. Your Company has a performance appraisal system for senior employees and junior management staff. Inhouse news-letters provide a forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section form part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:

The Company continues to accord high priority to the health and safety of employees at all locations. During the year under review, the Company conducted safety training programs for increasing disaster preparedness and awareness amongst all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with the aim to imbibe safety awareness among all the employees (both direct and indirect) at the plant.

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

OTHER DISCLOSURES:

No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as there were no transactions during the year under review:

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

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

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Managing Director of the Company does not receive any remuneration or commission from its subsidiary company.

Further your directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items, or these items are not applicable to the Company during the year under review:

1) No company have ceased to be Subsidiary, Associate or joint venture of the Company during the year under review.

2) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

3) No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

4) During the year under review, no revision was made in the previous financial statement of the Company, except as otherwise required under applicable laws.

ENVIRONMENT SUSTAINABILITY:

We believe in sustainable development. We regard social, economic and environmental responsibility as an integral element of our business.

Your Company is an ISO 14001:2015 Environment Management System Certified and adhere to ISO 45001 standards of Safety and Occupational Health. Company gives top priority to health and safety of its employees (both direct & indirect) at its workplaces not only to avoid work related injuries and fatalities, but they are essential to effective business performance. With this approach, the Company switched over from OHSAS to the

latest version of ISO 45001:2018 on Occupational Health and Safety Management Systems.

Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board''s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plants, colonies and surrounding areas provide a lush green cover and reflect our respect for the environment.

ACKNOWLEDGEMENT:

Your directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your directors wish to place on record their appreciation for the support and guidance provided by its Parent Company/Promoter.

For and on behalf of the Board

Anil Singhvi KK Rajeev Nambiar

Executive Chairman CEO & Managing Director (DIN: 00239589) (DIN: 07313541)

Place : Mumbai / Digvijaygram Date : 27^th April, 2023

---

Mar 31, 2022

Your Board of Directors has immense pleasure in presenting 77^th Annual Report on business and operation of Shree Digvijay Cement Company Limited ("Company") along with audited standalone & consolidated financial statements for the year ended 31^st March, 2022.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under report are as under:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Current Year Ended 31.03.2022	Previous Year Ended 31.03.2021	Current Year Ended 31.03.2022	Previous Year Ended 31.03.2021
Revenue from Operations (Gross) including Other Income	63,332.95	50,914.43	63,332.95	50,914.43
Operating Expense	51,226.59	39,777.86	51,228.05	39,781.04
Operating Profit (EBITDA)	12,106.36	11,136.57	12,104.90	11,133.39
Depreciation / Amortization	3,140.28	2,683.29	3,140.28	2,683.29
Interest	145.62	159.39	145.62	159.39
Profit Before Tax	8,820.46	8,293.89	8,819.00	8,290.71
Tax Expenses	3,291.37	2,894.72	3,291.37	2,894.72
Profit for the year	5,529.09	5,399.17	5,527.63	5,395.99
Other Comprehensive Income/(Expense) (OCI)	0.43	(37.85)	0.43	(37.85)
Total Comprehensive Income/(Expense) for the year	5,529.52	5,361.32	5,528.06	5,358.14
Balance brought forward from previous year	6,829.25	4,588.54	6,826.07	4,588.54
Transfer to General Reserve	(1,000.00)	(1,000.00)	(1,000.00)	(1,000.00)
Dividends (including tax)	(5,723.56)	(2,120.61)	(5,723.56)	(2,120.61)
Total Profit Carried Over to Balance Sheet	5,635.21	6,829.25	5,630.57	6,826.07

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Company''s total income for the year stood at record Rs. 63,332.95 lakhs, 24.39% higher over the previous year driven by comparative higher sales volume.

Profit before tax for the year was Rs.8,820.46 lakhs as compared to Rs.8,293.89 lakhs in previous year. Profit after tax for the year was Rs.5,529.09 lakhs as compared to Rs. 5,399.17 lakhs in the previous year.

The growth was recorded mainly due to higher market realization, raw material cost optimization, and sustainable plant operations.

PRODUCTION AND SALES:		(In lakhs MT)
Particulars	Current Year Ended 31.03.2022	Previous Year Ended 31.03.2021
Production:
- Cement	11.99	10.28
- Clinker	9.58	8.72
Sales:
- Cement	12.02	10.38
- Clinker	0.39	0.69

During the year under review, Cement production was close to 12 lakhs MT as against 10.28 lakhs MT in previous year. Clinker production was 9.58 lakhs MT as against 8.72 lakhs MT in previous year. Company achieved ever high Cement sale of 12.02 lakhs MT as against 10.38 lakhs MT in previous year.

There has not been any change in the nature of the business of the Company.

DIVIDEND:Interim Dividend

In view of encouraging performance and on account of healthy retained earnings and cash position and the confidence of sustaining its performance going forward, during the year the Board declared an Interim Dividend of Rs.1.50 (i.e. @15%) per equity share on 14,37,59,778 equity shares of Rs. 10/-each, aggregating to Rs. 2,156.40 lakhs.

Final Dividend

The Board of Directors is now pleased to recommend a Final Dividend of Rs.2.00 (i.e. @20%) per equity share on 14,40,27,778 equity shares of Rs. 10/- each for the year ended 31^st March, 2022, aggregating to Rs. 2,880.56 lakhs, payable to those Shareholders whose names appear in the Register of Members as on Record Date.

Thus, the aggregate dividend for the year 2021-22 is Rs.3.50 (i.e. @35%) per equity share of Rs. 10/- each with a total payout of Rs.5,036.96 lakhs and pay-out ratio of 91%.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''the Listing Regulations''), the Company has formulated a Dividend Distribution Policy ("Policy"). The Dividend recommendation is in accordance with the Policy of the Company. The Policy is available on the Company''s website and can be accessed at https://www.diqviiaycement.com/wp-content/uploads/2021/ 12/Dividend-Distribution-Policy. pdf

TRANSFER TO RESERVES:

During the year under review the Company has transferred Rs. 1,000 lakhs to the General Reserves.

SHARE CAPITAL:

During the year, the paid-up Equity Share Capital of the Company increased from Rs. 1,42,29,22,760/- (14,22,92,276 Equity Shares of Rs. 10/- each) to Rs. 1,44,02,77,780/-(14,40,27,778 Equity Shares of Rs 10/- each). Increase in share capital was on account of issue and allotment of fresh 1 7,35,502 equity shares of face value of Rs. 10/ each, arising out exercise of equivalent no. of stock options by eligible employees of the Company under "SDCCL Employee Stock Option Plan 2019" ("ESOP Plan").

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors of the Company, other than under ESOP Plan.

No disclosures is required under Section 67(3)(C) of the Companies Act, 2013 (''Act") in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As of 31^st March, 2022, the Company has a Wholly Owned Subsidiary ("Subsidiary") company viz. SDCCL Logistics Limited (CIN No. U63000GJ2020PLC115066). The Subsidiary company has not started its operation during the year.

However, above Subsidiary is not a material subsidiary company as per the thresholds of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations").

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the Listing Regulations, can be accessed on the Company''s website at https://www.digviiaycement.com/policies/.

During the year the Company has invested Rs. 5,00,000/- by subscribing to Rights Issue of Subsidiary. Other than this there is no significant transaction or arrangements entered into by the Company with Subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its Subsidiary for the Financial Year 2021-22 are prepared in compliance with the Section 129(3) read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors'' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Act read with the rules made there under, a statement containing salient features of the Financial Statements of the Subsidiary is disclosed in Form AOC - 1 in this Annual Report.

The Financial Statements of the Subsidiary company is available for inspection by the Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide free of cost, a copy of the Financial Statements of its Subsidiary company to the Members upon their request. The statements are also available on the website of the Company and can be accessed at www.digviiaycement.com under the ''Investors'' section.

FINANCIAL LIQUIDITY:

Cash and cash equivalent as on 31^st March,2022 was Rs. 1,285.29 lakhs (excluding Fixed Deposits of Rs. 7,992.15 lakhs for a term exceeding 3 months) vis-a-vis Rs. 5,141.13 lakhs in the previous year (excluding fixed deposits of Rs.7,239.71 lakhs).

Total cash and bank balance as on 31^st March, 2022 was Rs. 9,277.44 lakhs vis-a-vis Rs. 12,380.84 lakhs in the previous year.

The Company''s working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

DEPOSITS :

Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

LOANS, GUARANTEES AND INVESTMENTS :

Your Company has neither given any loan or guarantee nor has made any investment, except investment in its Subsidiary as appearing under Note no. 5 of this report, during the year under report attracting the provisions of Section 186 of the Act.

Apart from the above, the Company has executed a Share Purchase & Shareholders'' Agreement with Trinethra Renewable Energy Private Limited (name being changed to CGE Shree Digvijay Cement Green Energy Pvt. Ltd.) ("Power Producer") and Continuum Green Energy (India) Private Limited ("Promoter") for agreeing to make an investment of about Rs. 800 Lakhs, constituting 27% of paid-up share capital of Power Producer, for a contracted capacity of 8.10 MW hybrid wind and solar power.

NUMBER OF MEETINGS :

Meetings of Board and its Committees are held as per statutory requirements and as per business needs. A calendar of meetings is circulated in advance to the Directors to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board and Committees have also been approving several proposals by circulation from time to time.

Board Meeting

During the year, four Board Meetings were convened and held on 28^th April, 2021, 29^th July, 2021, 27^th October, 2021 and 27^th January, 2022, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

The Company has the following six (6) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders'' Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Committee of Directors for routine matters

Audit Committee

The Audit Committee comprises of three members, with majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met four times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of three members, all members of which are NonExecutive Directors and two-third members are Independent Directors. The Committee met twice during the year.

Risk Management Committee

The Risk Management Committee comprises of three members, with majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice during the year.

Stakeholders'' Relationship Committee

Stakeholders'' Relationship Committee of Directors comprises of three members, with majority of Non-Executive Directors. The Chairman of the Committee is an Independent Director. The Committee met once during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of four members, of which one is Independent Director. The Committee met once during the reporting period.

More details about all the Committees of the Board, including details of the role and responsibilities of Committees, the particulars of meetings held and attendance of the Members at such meetings are stated in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

(a) in preparation of Annual Accounts for the financial year ended 31^st March, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) that such accounting policies as mentioned in the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2022 and the profit of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the Company at https://www.digviiaycement.com/policies/.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association of the Company. The initial appointment of CEO and Managing Director is generally for a period of three years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of

the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

Further details on election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

Details of contracts/arrangement with the Related Parties are appearing under Note no. 35b and form part of this report. All related party transactions that were entered into during the year under report were on arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for their approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The Company''s management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm''s Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and the Related Parties are annexed herewith as Form AOC-2 in Annexure A.

MATERIAL CHANGES AND COMMITMENTS :

The Company has executed a Share Purchase & Shareholders'' Agreement with Trinethra Renewable Energy Private Limited (name being changed to CGE Shree Digvijay Cement Green Energy Pvt. Ltd.) ("Power Producer") and Continuum Green Energy (India) Private Limited ("Promoter") agreeing to make investment of about Rs. 800 Lakhs, constituting 27% of paid-up share capital of Power Producer, for a contracted capacity of 8.10 MW hybrid wind and solar power.

Except above, there have not been any material changes and commitments in terms of Section 134(3)(l) of the Act, affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March, 2022 and the date of this report i.e. 27^th April, 2022.

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

Due to second wave of Covid-19, we continued to work remotely given the surge in Covid-19 cases, while the safety and health of our team members were of paramount importance. Even in these trying times, energy conservation and efficiency measures were undertaken in various areas of the cement manufacturing. Waste Heat Recovery System (WHRs), after its revamping previous year, started operating optimally during the year through operational and capex measures.

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134(3)(m) of the Act are annexed hereto as Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION :

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto as Annexure C.

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the Company, and the Report & Accounts are being sent to all the Members of the Company, excluding the aforesaid particulars of employees. Alternatively, any Member, who is interested in obtaining these details, may also write to the Vice President (Legal) & Company Secretary at the Registered Office of the Company or to email id at [e-mail].

EMPLOYEE STOCK OPTION PLAN (ESOP) :

Pursuant to approval of Shareholders at the Annual General Meeting held on 5^th August, 2019 and in accordance with SEBI (Share Based Employee Benefits) Regulations 2014 (SBEB Regulations), the Nomination and Remuneration Committee of the Board has, during the financial year 2019-20 granted 70,60,000 options at an exercise price of Rs. 16/- per option to eligible employees of the Company, as per the terms and conditions mentioned in SDCCL Employee Stock Option Plan 2019 ("ESOP Plan"). Out of total options granted, 18,63,750 (Eighteen Lakhs Sixty-Three Thousand Seven Hundred Fifty) options got vested during the year. On exercise of rights by eligible employees, 17,35,502 underlying Equity Shares of Rs.10/- each were allotted to them during the year in accordance with ESOP Plan.

The certificate of the auditors regarding the implementation of the scheme being in accordance with SBEB Regulations and in accordance with the resolution of the Company in the general meeting would be placed at the Annual General Meeting or posted electronically for the inspection of the members.

Applicable disclosure as stipulated under SBEB regulation and Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on 31^st March, 2022 with regard to ESOP Plan is provided at Annexure D to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

INSURANCE:

The Company''s plant, properties, equipment and stocks are adequately insured against all maior risks including loss on account of business interruption caused due to property damage. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company has developed and implemented a Risk Management Policy that also include the process for identifying, minimizing and mitigating risks which is periodically reviewed by the Risk Management Committee, Audit Committee and the Board of Directors.

They also review Risk Management procedures measures from time to time, to ensure that executive management controls risk through means of a properly defined framework. The major risks in critical areas have been identified by the Company and its mitigation process/measures have been formulated accordingly.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who started providing free drinking water and free medical amenities, not only to its employees but to all nearby villagers, whosoever residing in the radius of more than 15 KMs.

As required under Section 135 of the Act and Rules made thereunder, to demonstrate the responsibilities towards social upliftment in structured way, the Company has formed a Corporate Social Responsibility (CSR) Policy. Details of the Policy, CSR Committee, CSR spent during the year forms part of CSR Report and annexed hereto as Annexure E.

The CSR Committee is supported by an Executive Committee comprising of senior officers of the Company from various departments.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP): Directors

The Company has six directors on its Board. Detailed composition about the Board is disclosed in Corporate Governance Report. All Directors have submitted relevant declarations / disclosures as required under Act and Listing Regulations.

Re-appointment of Director

Mr. Anil Singhvi (DIN No. 00239589), Executive Chairman of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of your Company and being eligible, has offered himself for reappointment as the Director.

The remuneration of Mr. Anil Singhvi, Executive Chairman of the Company was approved by the Shareholders for 3 years, commencing from 30^th April, 2019. The Board of Directors has at their meeting held on 27^th January, 2022 have considered the revised remuneration effective from 1^st April, 2022 and recommended the same to the shareholders with terms & conditions, as more particularly described in the Notice of the Annual General Meeting.

As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial standards, brief resume and other details of the above-mentioned Director(s) getting appointed /re-appointed, is attached to the Notice of the ensuing Annual General Meeting.

None of the Directors proposed for appointment / reappointment at the ensuing Annual General meeting are disqualified from being appointed /reappointed as Directors under the provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI or any other statutory authorities.

Board independence

Our definition of ''independence'' of Directors is derived from Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the independence of directors during the Board evaluation process and assessing veracity of disclosures, the following NonExecutive Directors are Independent:

a) Mr. Mahesh Gupta

b) Ms. Mini Menon

c) Mr. Satish Kulkarni

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Companies Act, 2013, the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management, and are persons of high integrity, expertise and experience. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, business management, accounts & finance, auditing, tax and risk advisory services, legal, HR, IT, sales & marketing, logistics, people management, infrastructure, technical, banking, insurance, financial services, investments, mining & mineral industries both in cement & other sectors and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs (''IICA''). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, wherever required, Independent Directors of the Company have undertaken to complete online proficiency self-assessment test conducted by the said Institute.

Key Managerial Personnel (KMP)

During the year under review, there is no change in Key Managerial Personnel. The following are the Key Managerial Personnel of the Company as defined under Sections 2(51), 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. KK Rajeev Nambiar, Chief Executive Officer & Managing Director

• Mr. Vikas Kumar, Chief Financial Officer

• Mr. Suresh Meher, Vice President (Legal & HR) & Company Secretary

Annual Evaluation by the Board of its own performance, its Committees and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and the Board, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees and other committees of Board as mandated under the Act and Listing Regulations. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has been received from M/s Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure F.

AUDITORS :Statutory Auditors and their Report

M/s. BSR & Associates LLP (BSR), Chartered Accountants, Mumbai (ICAI Firm Registration Number 116231W/W- 100024) were appointed as Statutory Auditor of the Company at the 73^rd Annual General Meeting held on 7^th September, 2018 to hold office from the conclusion of the said Meeting till the conclusion of the 78^th Annual General Meeting to be held in 2023, subject to ratification of their appointment by the Members at every intervening Annual General Meeting held thereafter.

The requirement of seeking ratification by the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from 7^th May, 2018. Hence the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Auditors'' Report issued by BSR to the shareholders for the year under review does not contain any qualification.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year 2021-22. The Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for

the financial year 2021-22. The Cost Audit Report for the financial year ended 31^st March, 2021 was filed with the Central Government on 6^th August, 2021 vide SRN No. T34399634.

Further, the Board of Directors has appointed M/s Kiran J Mehta & Co. as the Cost Auditors of the Company for the financial year 2022-23 and fixed their remuneration, subject to ratification by the shareholders at the ensuing AGM of the Company. M/s Kiran J Mehta & Co. have confirmed that their appointment is within the limits of the section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company. Necessary resolution seeking Member''s approval for ratification of remuneration payable to the Cost Auditor for FY 2022-23, is included in the notice convening 77^th Annual General Meeting.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed M/s Manoj Hurkat & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2021 -22.

The Secretarial Audit Report for the financial year ended 31^st March, 2022 are annexed as Annexure G to this Report. This report is unqualified and self-explanatory and does not call for any further comments/explanations.

Tax Auditors

The Board of Directors on the recommendation of the Audit Committee re-appointed M/s. BSR & Associates LLP (BSR), Chartered Accountants, to carry out the Tax Audit for the Assessment Year 2022-23.

Internal Auditors

During the year under review M/s. RSM Astute Consulting (RSM) has acted as Internal Auditors of the Company. Audit observations of RSM and corrective actions thereon are periodically presented to the Audit Committee of the Board. The Board of Directors on the recommendation of the Audit Committee re-appointed RSM to carry out the Internal Audit of the Company for the Financial Year 2022-23.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The

Company has adequate internal financial control, which are constantly monitored by Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of external Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. The scope, functioning, periodicity and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company had, in all material respects, an adequate internal financial controls system with respect to its financial statements for the year ended 31^st March, 2022, and that are operating effectively. More details on internal financial controls forms part of the Management Discussion and Analysis Report.

ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:

In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31^st July, 2018, the extract of annual return is no longer required to be part of the Board Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year ended 31^st March, 2022 and other policies of the Company is placed on the Company''s website at www.digviiaycement.com.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company''s business operations, performance and reputation, Digvijay has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 1 77(10) of the Act and Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at www.digviiaycement.com.

In addition to above policy, Company has in place Code of Conduct, Ethics, Anti-Corruption policy and other critical compliance policies which are laid down based on the Company''s values, beliefs, principles of ethics, integrity, transparency and applicable laws. Your Company has zero-tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

To create awareness about the Company''s commitment to conduct business professionally, fairly and free from bribery and corruption, regular training and awareness programs and workshops is conducted for all employees (both direct and indirect) across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company''s Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT :

The Corporate Governance Report forms an integral part of this Report, as annexed hereto as Annexure H, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the Listing Regulations.

BUSINESS RESPONSIBILITY REPORT :

The Business Responsibility Report as required under National Guidelines on Responsible Business Conduct formulated by Ministry of Corporate Affairs, Government of India, and under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective, form an integral part of this Annual Report and annexed hereto as Annexure I.

TRANSFER OF SHARES ONLY IN DEMAT MODE :

As per SEBI norms, all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. The

procedure to dematerialise shares is available at https://www.diaviiaycement.com. Further vide circular date 24^th January, 2022, SEBI has notified that all request for duplicate issuance, splitting and consolidation requests too will be processed in a demat mode only. The necessary forms are available on the Company''s website https://www.digviiaycement.com.

UPDATING KYC DETAILS

Efforts are underway to update Permanent Account Number (PAN) and bank account details of shareholder(s) as required by SEBI. The regulator, vide circular dated 3^rd November, 2021 and 15^th December, 2021, has mandated furnishing of PAN, KYC details and nomination by holders of physical securities by 31^st March, 2023, and linking PAN with Aadhaar by 31^st March, 2022. Members are requested to submit their PAN, KYC and nomination details to the Company''s registrars through the forms available at https://www.digviiaycement.com. SDCCL has sent communications in this regard to relevant shareholders

Pursuant to aforesaid SEBI Circular, in case a holder of physical securities fails to furnish these details or link their PAN with Aadhaar before the due date, our registrars are obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. In case the securities continue to remain frozen as on 31^st December, 2025, the registrar/ the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and/ or Prevention of Money Laundering Act, 2002.

LISTING OF EQUITY SHARES :

The Company''s equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd. Listing fees have been duly paid to the exchanges.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS :

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

AWARDS AND RECOGNITION :''Excellence, is not an act but a habit'' - Aristotle

At Digvijay, we continuously invest in the development and improvement of our operations to achieve the world best. Your Company received several awards and recognitions during the year 2021-22.

Key recognitions among them are reflected through the following awards conferred on the Company:

- Corporate Governance Award in Winner category from Greentech for excellence in Corporate Governance.

- IMC Ramkrishna Bajaj National Quality Award for Performance excellence;

- SEEM Platinum Award - SEEM Energy Management Award beating all the Indian Cement Manufacturers through our outstanding achievements in Energy Management;

- Energy conservation Award in Winner category for outstanding achievements in Energy Management;

- Effective safety culture Award in Winner category for outstanding achievements in Effective Safety Culture;

- Greentech Environment Protection Award for outstanding achievements in Environment Protection;

- Five Star Rating Mines Award for Pachhatar Mine;

HOLDING ENTITY :

True North Fund VI LLP is the "Promoter" of the Company. During the year, there has not been any change in number of shares held by Promoter. As at the end of the Financial Year 2021 -22, the Promoter and the Holding entity continue to hold 80,825,928 fully paid-up equity shares.

HUMAN RESOURCES :

Your people are your greatest resource. Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In-house news-letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section are forming part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS :

The Company continues to accord high priority to health and safety of employees at all locations. During the year under review, the Company conducted safety training programs for increasing disaster preparedness and awareness amongst all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with aim to imbibe safety awareness among all the employees (both direct and indirect) at the plant.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

OTHER DISCLOSURES:

No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as there were no transactions during the year under review:

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

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

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Managing Director of the Company does not receive any remuneration or commission from its subsidiary company.

Further your directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items, or these items are not applicable to the Company during the year under review:

1) No company have ceased to be Subsidiary, Associate or joint venture of the Company during the year under review.

2) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

3) No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

4) During the year under review, no revision was made in the previous financial statement of the Company, except as otherwise required under applicable laws.

ENVIRONMENT SUSTAINABILITY :

We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is an ISO 14001:2015 Environment Management System Certified and adhere to ISO 45001 standards of Safety and Occupational Health. Company gives top priority to health and safety of its employees (both direct & indirect) at its workplaces not only to avoid work related injuries and fatalities but they are essential to effective business performance. With this approach, Company switched over from OHSAS to latest version of ISO 45001:2018 on Occupational Health and Safety Management Systems.

Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board''s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT :

Your directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your directors wish to place on record their appreciation for the support and guidance provided by its Parent Company/ Promoter.

---

Mar 31, 2018

Dear Shareholders

The Board of Directors has immense pleasure in presenting 73^rd Annual Report of Shree Digvijay Cement Co. Ltd. along with audited financial statements for the year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under report are as under:

(Rs. in lakhs)

Particulars	Current Year Ended 31.03.2018	Previous Year Ended 31.03.2017
Revenue from Operations (Gross) including Other Income	43,055	36,368
Operating Expense	37,709	34,386
Operating Profit (EBITDA)	5,346	1,982
Depreciation / Amortisation	2288	2,219
Interest	995	1,147
Profit /(Loss) Before Tax	2,063	(1,384)
Tax Expenses	726	(479)
Profit /(Loss) for the year	1,337	(905)
Other Comprehensive Income (OCI)	90	(21)
Total Comprehensive Income for the year Balance brought forward from previous year	1,427 (2,556)	(926) (1,630)
Total Profit / (Loss) Carried Over to Balance Sheet	(1,129)	(2,556)

(Previous year figures have been regrouped / reclassified, where necessary to confirm current year’s classification)

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

Company’s total income for the year was Rs. 43,055 lakhs, 18% higher over the previous year driven by higher sales volume and improvement in cement prices.

Profit before tax for the year was Rs. 2,063 lakhs as compared to loss of Rs. 1,384 lakhs in previous year.

Profit after tax for the year was Rs. 1,337 lakhs as compared to loss of Rs. 905 lakhs in previous year.

PRODUCTION AND SALES

(In lakhs MT)

	Current Year Ended 31. 03. 2018	Previous Year Ended 31.03.2017
Production:
- Clinker	8.02	7.26
- Cement	9.62	8.49
Sales:
- Cement	9.63	8.54
- Clinker	0.59	-

During the year under review, Cement production was 9.62 lakhs MT as against 8.49 lakhs MT in previous year. Clinker production was 8.02 lakhs MT as against 7.26 lakhs MT in previous year. This increased performance is mainly to higher demand and developed new market in Saurashtra region.

Your Company expects to further improve its operational performance during the current financial year.

There has not been any change in the nature of the business of the Company.

DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend on Share Capital.

SCHEME OF CAPITAL RESTRUCTURING

The Board of Directors, at their meeting held on 27^th March 2018, approved the “Scheme of Arrangement for Restructuring of Capital & Other Reserve”, wherein it was proposed to utilize Capital Redemption Reserve of Rs. 35,00,000/-, Securities Premium account of Rs. 20,43,244/- and Capital Reserve of Rs. 46,24,62,738/in writing off the accumulated losses of Rs. 46,80,05,982/as on 31^st March, 201 7. The remaining amount of capital reserve (arising out of total capital profit recognized in cash amounting to Rs. 87.00 Crores) after utilizing in writing off accumulated losses as above, to the extent of Rs. 40,75,37,262/- is proposed to be transferred to Business Development Reserve to be created under the Scheme and to be utilized, as more particularly specified in the Scheme. This exercise would be subject to the approval of shareholders, Stock Exchange, SEBI, National Company Law Tribunal, and other Authorities.

SHARE CAPITAL

The paid -up Equity Share Capital as on 31^st March, 2018 was Rs. 1,41,37,42,780/-. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors of the Company.

No disclosures is required under Section 67(3)(C) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

INDIAN ACCOUNTING STANDARDS (IND AS)

The financial results of the Company have been prepared in accordance with Indian Accounting standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standard) rules, 2015, Companies (Indian Accounting Standards) amendment rules 2016 and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and SEBI circular dated 05^th July, 2016. The Company has for the first time adopted Ind AS for the financial year commencing from 01^st April, 2017 with a transition date of 01^st April, 201 6. Figures for the previous year have also been re-stated in line with the requirements of the above Rules.

DEPOSITS

Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

LOANS, GUARANTEES AND INVESTMENTS

Your Company has neither given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 1 86 of the Companies Act, 2013.

NUMBER OF MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors.

Board Meeting

During the year, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

Audit Committee

The Audit Committee comprises of three members. The Chairman of the Committee is an Independent Director. The Committee met six times during the year. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee of Directors, majority of members are Independent Directors. The Committee met three times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Corporate Governance Report.

CSR Committee

The CSR Committee comprises of three members, of which two are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice during the reporting period. Details of the role and functioning of the Committee are given in the Corporate Governance Report.

More details about all the Committees of the Board is stated in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134 (3) (c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the “Directors Responsibility Statement” and confirm that:

(a) in preparation of Annual Accounts for the financial year ended 31^st March 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the Directors have 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 at 31^st March 2018 and the profit and loss of the Company for that Year;

(c) the Directors have 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) the Directors have prepared the annual accounts of the Company on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for nomination and appointment of Directors, senior Management, Key managerial Personnel and their remuneration. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the company at http:// www.votorantimcimentos.co.in/SitePages/Policies.aspx. The Policy is followed for nomination and appointment of Directors, Senior Management, Key managerial Personnel and other employees in Senior Management category, who directly reports to CEO of the Company and also process of deciding their remuneration. The Nomination and Remuneration Committee reviews and recommend to the Board the payment of remuneration to said Directors, Key Managerial Personnel and other employees in Senior Management category, who directly reports to CEO of the Company.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, Independence of Directors as per Nomination and Remuneration Policy and all appointments are in compliance with said policy, the Board Diversity Policy and other applicable policies of Votorantim Group and of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association. The initial appointment of CEO and Whole-time Director is generally for a period of three years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

The details of remuneration paid to the Managerial Personnel forms part of the Corporate Governance Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

Details of Contracts/arrangement with the Related Parties are appearing under Note no. 37b and form part of this report. All related party transactions that were entered into during the year under report were on arm’s length basis and were in the ordinary course of business. The related party transactions made by the Company with Promoter Company have no potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also to the Board, wherever required, for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. The Company’s management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm’s Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 201 4, particulars of material contracts and arrangements entered between the Company and the Related Parties are annexed herewith as Annexure A.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March, 2018 and the date of this report i. e. 19^th July, 2018.

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

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 are annexed hereto as Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder are annexed hereto as Annexure C.

During the year under review, no employees, other than CEO & Whole-time Director, were in receipt of remuneration of not less than Rs. 75 Lakh or Rs. 6.25 Lakh per month during any part of the year. Though certain details on remuneration in respect of said CEO & Wholetime Directors are provided in Corporate Governance Report and forms part of this Report, in term of Section 136 of the Act, the Report and Account are being sent to the Members and others entitled thereto, excluding the aforesaid annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaints of sexual harassment.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who started providing free drinking water, free medical amenities with free service of Maternity and Child Health, not only to its employees but to all nearby villagers, whosoever residing in the radius of more than 15 KMs.

As required under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy. Details of the policy, CSR Committee, CSR spent during the year forms part of CSR Report and annexed hereto as Annexure D.

The CSR Committee is supported by an Executive Committee comprising of senior officers of the Company from different departments.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Change in Directorate

During the year Mr. Jorge Alejandro Wagner (DIN: 0007935739), CEO of VCEAA, Spain was appointed as an Additional Director in the category of Non-Executive Non-Independent Director, with effect from 24^th January 2018. Pursuant to Section 161 and all other applicable provisions of the Companies Act, 2013 and Article 109(i) of the Articles of Association of the Company, Mr. Jorge shall hold office till the date of the ensuing Annual General Meeting.

The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing his candidature for the office of Director along with requisite deposit. Brief resume of Mr. Jorge Alejandro Wagner, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board, Committees and shareholding as stipulated under Regulation 36(3) of SEBI LODR, is attached to the Notice for the ensuing Annual General Meeting.

None of the Directors of the Company are inter-se related to each other. Mr. Jorge is not disqualified from being reappointed / appointed as Directors by the provisions of Section 164 of the Companies Act, 2013.

Mr. Sven Erik Oppelstrup Madsen ceased to be a Director effective from 24^th January 2018 due to retirement from the services as VCEAA CEO. The Board of Directors has placed on record its appreciation for the contribution made by Mr. Erik Madsen during his tenure as Director of the Company.

Director liable to retire by rotation

Mr. Persio Morassutti, Non-Executive and NonIndependent Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and, being eligible, has offered himself for re-appointment as the Director.

A brief resume of Mr. Persio is attached to the Notice for the ensuing Annual General Meeting.

Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations stating that they meet the criteria of independence as provided therein.

Key Managerial Personnel (KMP)

The following are the Key Managerial Personnel of the Company as defined under Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

- Mr. KK Rajeev Nambiar, Chief Executive Officer & Whole-time Director

- Mr. Suresh Meher, Company Secretary, Compliance Officer & Legal Head

- Mr. Vikas Kumar, Chief Financial Officer (w.e.f. 1^st May, 2018)

During the period under report, Mr. Vikas Kumar succeeded Mr. MV Ramaswamy and appointed as Chief Financial Officer (CFO) with effect from 1 ^st May, 2018.

BOARD EVALUATION

In terms of Policy on Evaluation of Performance of Directors and the Board, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees and other committees of Board as mandated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

AUDITORS Statutory Auditors and their Report

M/s. Price Waterhouse (PwC), Chartered Accountants were appointed as the Statutory Auditors of the Company at the 70^th Annual General Meeting held on 20^th May, 2015 until the conclusion of the 75^th Annual General Meeting (AGM) to be held in 2020, subject to the ratification by the shareholders at each AGM till the year 2020. At the Annual General Meeting held on 20^th June, 2017, Members of the Company ratified the appointment of PwC as Statutory Auditors of the Company to hold office till the conclusion of this Annual General Meeting.

At the same AGM, Board of Directors of the Company was authorized to fix the remuneration of the Statutory auditors.

The Auditors’ Report issued by PwC to the shareholders for the year under review does not contain any qualification.

Board of Directors and Audit Committee of Board have also been deliberating the regulatory issues arising out of Order dated 10^th January, 2018 issued by the Securities and Exchange Board of India (SEBI) in the Satyam case. In this regard, Management and Chairman of the Audit Committee were in discussion with PwC to cooperate with the Management to avoid an element of uncertainty in view of the aforesaid order. Details on any development in this regard, if approved by the Board of Directors, would form part of Notice of this Annual General Meeting.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18 and has recommended to the Shareholders the ratification of remuneration to Cost Auditors. M/s Kiran J Mehta & Co. have confirmed that their appointment is within the limits of the section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm’s length relationship with the Company. Pursuant to Cost Audit Report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on 24^th July, 2017 vide SRN No.G48981740.

As required under the Companies Act, 2013 the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly necessary resolution seeking Member’s approval for ratification of remuneration payable to the Cost Auditor for FY 2017-18 is included in the notice convening 73^rd Annual General Meeting.

Secretarial Auditor and Secretarial Audit Report

The Board had appointed M/s Manoj Hurkat & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 201718. The report of the Secretarial Auditor is annexed as Annexure E to this Report. The report does not contain any qualification.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are annexed as Annexure F to this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has adequate internal financial control, which are constantly monitored by Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of external Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. The scope, functioning, periodicity and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board. During the year under review M/s. Deloitte Haskins & Sells LLP has acted as Internal Auditors of the Company. Significant audit observations and corrective actions thereon are periodically presented to the Audit Committee of the Board.

The financial statements of the Company for the year ended 31^st March, 2018, for the purpose of expressing an opinion as to whether the Company had, in all material respects, an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) and the Standards on Auditing specified by the Central Government in accordance with Section 143(10) of the 2013 Act and other authoritative pronouncements, to the extent applicable to an audit of internal financial controls over financial reporting, both issued by the ICAI.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company’s business operations, performance and reputation, Digvijay has emphasised even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

In addition to above policy, Company has in place Code of Conduct, Ethics, Anti-Corruption policy and other critical compliance policies which are laid down based on the Votorantim Group values, beliefs, principles of ethics, integrity, transparency and applicable laws. Digvijay has zero-tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

To create awareness about the Company’s commitment to conduct business professionally, fairly and free from bribery and corruption, regular training and awareness workshops is conducted for all employees across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct (Code) to Regulate, Monitor and Report Trading by Insiders. Any Insiders (as defined in Code) including designated employees and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them.

The Code also requires pre-clearance for dealing in the Company’s shares and prohibits dealing in Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report forms an integral part of this Report, as annexed hereto as Annexure G, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India which have mandatory application during the year under review

AWARDS AND RECOGNITION

‘Excellence, is not an act but a habit’ - Aristotle

At Digvijay, we continuously invest in the development and improvement of our operations to achieve the world best. Your Company received several awards and recognitions during 2017-18.

Key recognitions among them are:

- Cement Industry with Most Sustainable & Environmental friendly Mining Operations - Awarded by Central Govt. Bureau of Mining Affairs & DGMS in JanRs.2018

- Overall 3^rd Best Limestone Mining Cement Industry in Gujarat - Awarded and recognised by Central Govt. Bureau of Mining Affairs & DGMS in JanRs.2018

- Best Safety Management Award in GOLD Category from GREENTECH in DecRs.2017

- Award for Excellence in Quality Product from My FM in AugRs.2017

- Platinum Award for Best Energy Management from Society of Energy Engineers and Managers (SEEM) in JuneRs.2017

- Award for Best Initiatives in Occupational Health And Safety Management from EXCEED in Silver Category in 2017-18

HOLDING COMPANY

As at the beginning of the Financial Year 2017-18, the Promoter and the Holding Company i.e. Votorantim Ciemntos EAA Inversiones S.A. was holding 103,709,063 equity shares representing 73.36 percent of the total paid up equity capital of the Company.

The intermediate holding company - Votorantim Cimentos S.A. also holds 2,321,645 equity shares representing 1.64 percent of the total paid-up equity capital of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company’s operations forms a part of this Annual Report.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In-house news-letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section are forming part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The Company continues to accord high priority to health and safety of employees at all locations. During the year under review, the Company conducted safety training programs for increasing disaster preparedness and awareness among all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with aim to imbibe safety awareness among the employees at the plant.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items or these items are not applicable to the Company during the year under review:

1) No material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March 2018 and the date of this report.

2) No Company have become or ceased to be Subsidiary, Associate or joint venture of the Company during the year under review.

3) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

4) No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

5) During the year under review, no revision was made in the previous financial statement of the Company, except as otherwise required under applicable laws.

ENVIRONMENT SUSTAINABILITY

We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is ISO 14001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board’s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT

Your Directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company, Votorantim Cimentos.

For and on behalf of the Board

A.K. Chhatwani K.K. Rajeev Nambiar

Director CEO & Whole-Time Director

Place: Mumbai

Date: 19^th July, 2018

---

Mar 31, 2017

(b) the Directors have 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 at 31^st March 2017 and the profit and loss of the Company for that Year;

(c) the Directors have 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) the Directors have prepared the annual accounts of the Company on a going concern basis;

(e) the Directors have laid down adequate internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS''APPOINTMENTS. REMUNERATION

The Company has a “Nomination and Remuneration Committee of Directors" in place for nomination and appointment of Directors, Senior Management, Key Managerial Personnel and other employees in Senior Management category, who directly reports to CEO of the Company and, also process of deciding their remuneration. The Committee reviews and recommend to the Board the payment of remuneration to said Directors, Key Managerial Personnel and other employees in Senior Management category, who directly reports to CEO of the Company.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per Nomination and Remuneration Policy and all appointments are in compliance with said policy and other applicable policies of Votorantim Group and of the Company. Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association. The initial appointment of CEO and Whole-time Director is generally for a period of three years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every annual general Meeting and are eligible for re-appointment.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES Details of Contracts/arrangement with the Related Parties are appearing under Note no. 32b and form part of this report. All related party transactions that were entered into during the year under report were on arm''s length basis and were in the ordinary course of business. The related party transactions made by the Company with Promoter Company, have no potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also to the Board, wherever required, for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The Company''s management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm''s Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and the Related Parties are annexed hereto as Annexure A. MATERIAL CHANGES AND COMMITMENTS There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on 31^st March, 2017 and the date of this report i.e. 21^s* April, 2017. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 are annexed hereto as Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

a) Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under are annexed hereto as Annexure C.

During the year under review, no employees, other than Whole-time Director, were in receipt of remuneration of not less thanRs, 75 Lakhs orRs, 6.25 Lakhs per month during any part of the year. Though certain details on remuneration in respect of said Whole-time Directors are provided in Corporate Governance Report and forms part of this Report, in term of Section 136 of the Act, the Report and Account are being sent to the Members and others entitled thereto, excluding the aforesaid annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

b) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for nomination and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance Report and annexed hereto as Annexure D.

The details of remuneration paid to the Managerial Personnel forms part of the Corporate Governance Report.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes,

Independence of Directors as per Nomination and Remuneration Policy and all appointments are in compliance with said policy and the Board Diversity Policy of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaints of sexual harassment.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who started providing free drinking water, free medical amenities with free service of Maternity and Child Health, not only to its employees but to all nearby villagers, whosoever residing in the radius of more than 15 KMs.

As required under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy. Details of the policy, CSR Committee, CSR spent during the year forms part of CSR Report and annexed hereto as Annexure E.

The CSR Committee is supported by an Executive Committee comprising of senior officers of the Company from different departments.

DIRECTORS

Ms.Meike Albrecht, Non-Executive and Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and, being eligible, has offered herself for re-appointment as the Director. A brief resume of Ms. Meike Albrecht is attached to the Notice for the ensuing Annual General Meeting.

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations stating that they meet the criteria of independence as provided therein.

DETAILS OF KEY MANAGERIAL PERSONAL (KMP)

During the year under report, Mr. MV Ramaswamy succeeded Mr. Arun Kamra and appointed as Chief Financial Officer (CFO) and as one of the key managerial personnel of the Company w.e.f. 3^,d November, 2016. Mr. Arun Kamra ceased to be a CFO of the Company effective from 24^th May, 2016, though he was associated with the Company as a full time employee till 30^th September, 2016.

BOARD EVALUATION

The Board has adopted a "Policy on Evaluation of Performance of Directors and the Board "pursuant to the provisions of the Companies Act, 2013 and Regulation 27(2) of SEBI (LODR) Regulations 2015. In terms of this Policy, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

AUDITORS

Statutory Auditors and their Report

M/s. Price Waterhouse, Chartered Accountants were appointed as the Statutory Auditors of the Company at the 70“’ Annual General Meeting held on 20^,h May, 2015 until the conclusion of the 75^,h Annual General Meeting (AGM) to be held in 2020, subject to the ratification by the shareholders at each AGM till the year 2020.

M/s. Price Water House has confirmed their willingness and eligibility under Section 141 of the Act, and the rules framed there under for ratification of their appointment as Auditors of the Company.

The Audit Committee and the Board of Directors recommended the ratification of appointment of Price Waterhouse as Statutory Auditors of the Company for the financial year 2017-18.

The Auditors'' Report to the shareholders for the year under review does not contain any qualification.

Cost Auditors and Cost Audit Reports

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the company for the financial year 2017-18 and has recommended to the Shareholders the ratification of remuneration to Cost Auditors. M/s Kiran J Mehta & Co. have confirmed that their appointment is within the limits of the section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company. Cost Audit Report for the financial year 2015-16 was filed with the Ministry of Corporate Affairs on BO"¹ September 2016 vide SRN No. G12909164

Secretarial Auditor and Secretarial Audit Report

The Board had appointed M/s Manoj Hurkat & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016-17. The report of the Secretarial Auditor is annexed as Annexure F to this Report. The report does not contain any qualification.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are annexed as Annexure G to this Report.

POSTAL BALLOT

During the year under review, the Company has successfully completed the process of obtaining approval of its Members through Postal Ballot on 12^,h January, 2017 on the Special Resolution for approval of Remuneration of Mr. KK Rajeev Nambiaras CEO & Whole-time Director.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has adequate internal financial control, which are constantly monitored by Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of external Internal Auditors, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls .The scope, functioning, periodicity and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board. During the year under review M/s. Ernst & Young has acted as Internal Auditors of the Company. Significant audit observations and corrective actions thereon are periodically presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct (Code) to Regulate, Monitor and Report Trading by Insiders. Any Insiders (as defined in Code) including designated employees and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information" are available with them.

The Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report forms an integral part of this Report, and is annexed hereto as Annexure H, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In-house news-letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section is forming part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The Company continues to accord high priority to health and safety of employees at all locations. During the year under review, the Company conducted safety training programs for increasing disaster preparedness and awareness among all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with aim to imbibe safety awareness among the employees at the plant.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items or these items are not applicable to the Company during the year under review:

1) No material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March 2017 and the date of this report.

2) No Company have become or ceased to be Subsidiary, Associate or joint venture of the Company during the year under review.

3) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

ENVIRONMENT SUSTAINABILITY

We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is IS014001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board''s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC SCENARIO AND OUTLOOK

The Indian economy has certainly performed creditably compared to most developed and emerging markets of the world in the past year. The macroeconomic condition is stable; consumer price inflation is well under control and the wholesale price inflation is in negative territory.

The prospect for economic growth became buoyant with the agrarian and rural economy benefiting from a good monsoon after two successive rain-deficient years. The growth was affected in the last five months of the year by the impact of the demonetization scheme. The financial year is expected to end with GDP growth estimated at around 7.0%.

The year closed as a momentous year for the country marked by two landmark economic reforms even as the global economic scenario was indifferent.

The first is the Goods and Services Tax (GST), a single tax intended to replace the existing Central and State indirect taxes, which is expected to come into force from 1^st July, 2017.

The second reform was the roll out of the demonetization scheme in early November. In the long run, this reform aims to usher in greater transparency in financial transactions and a transition towards a cashless economy.

The Cement sector which grew at over 6% in the first two quarters tapered off in the third quarter due to the effect of demonetization to end the year with growth of 5% in 2016-17, in the short term, it has squeezed liquidity and consumption across the economy, notably in the construction sector. Thanks to historically low prices of crude oil, minerals and metals, input costs have reduced with the balance of payment situation being better than it has been in the last six years. The Union Budget for 2017-18 was welcomed for its thrust on the rural sector, infrastructure development, housing and a

ACKNOWLEDGEMENT

Your Directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company, Votorantim Cimentos.

For and on behalf of the Board

Sven Erik Oppelstrup Madsen K.K. Rajeev Nambiar

Director CEO & Whole-Time Director

Place : Mumbai

Date : 21^st April, 2017

---

Dec 31, 2014

Dear Members

The Directors present the 70th Annual Report together with the Audited Accounts of the Company for the year ended 31st December, 2014.

FINANCIAL HIGHLIGHTS

The financial highlights for the year under report are as under:

(Rs. In lacs)

Current Previous Year Year Ended Ended 31.12.2014 31.12.2013

Gross Turnover 46045 37263

Profit /(Loss) before Interest 2492 (472) Depreciation, Exceptional Items & Tax [PBIDT]

Less: Interest 717 263

Less: Depreciation 1410 1319

Profit/(Loss) after Interest 365 (2054) & Depreciation but before Exceptional Item & Tax

Add/(Less): Exceptional Item 0 (1415)

Profit from ordinary activities 365 (3469) before Tax

Less: Provision for Current 0 (83)

Tax(MAT)

Net Profit/(Loss) for the year 365 (3552)

Balance brought forward from (4036) (484) previous year

(Loss) Carried Over (3671) (4036)

(Previous figures have been regrouped wherever necessary)

FINANCIAL PERFORMANCE

The Gross turnover of the Company during the year under report at Rs. 46,045 lacs was higher by about 24% against the turnover of Rs. 37,263 lacs in previous year. Increased volume supported with the increase in unit realization has contributed significantly.

The PBIDT has turned in to positive as compared with the previous year. It would have been much better but for the reasons explained under Management Discussions and Analysis, forming part of the Report.

PRODUCTION AND SALES

Production and Sales during the year under review are as under:

(In lacs MT)

Current Year Previous Year Ended 31.12.2014 Ended 31.12.2013

Production

* Clinker 6.99 7.30

* Cement 10.04 8.94

Sales

* Cement 10.01 8.95

Output of the Clinker and Cement during the year 2014 was 6.99 lacs MT and 10.04 lacs MT respectively as against 7. 30 lac MT and 8.94 lac MT in 2013. Clinker production during the year under report was much lower than budgeted due to frequent stoppage of process during the period April 2014 till August, 2014. It had adversely affected the productivity. The Company had taken major steps for stability and improvement in Clinker production. The positive impact from the initiatives taken by your Company is expected to be felt from the year 2015 onwards.

Your Company had produced ever highest Cement production at 10.04 lacs MT during the year.

There has not been any change in the nature of the business of the Company.

DIVIDEND

In view of the accumulated losses Your Directors does not recommend any dividend on Share Capital.

NUMBER OF THE MEETINGS OF THE BOARD

The details of the Board meetings held during the year 2014 are as under:

a. Meetings of the Board of Directors:

Date of the meeting Place of the Meeting

27th February, 2014 Mumbai

23rd April, 2014 Digvijaygram

12th August, 2014 Mumbai

12th November, 2014 Mumbai

b. Meetings of the Audit Committee of Directors:

Date of the meeting Place of the Meeting

27th February, 2014 Mumbai

23rd April, 2014 Digvijaygram

12th August, 2014 Mumbai

12th November, 2014 Mumbai

c. Meetings of the Nomination and Remuneration Committee of Directors:

Date of the meeting Place of the Meeting

27th February, 2014 Mumbai

23rd April, 2014 Digvijaygram

d. Meeting of the Corporate Social Responsibility Committee of Directors:

Date of the meeting Place of the Meeting

14th October, 2014 Digvijaygram

e. Meeting of the Stakeholders Relationship Committee of Directors:

Date of the meeting Place of the Meeting

27th February, 2014 Mumbai

12th November, 2014 Mumbai

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (3) (c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors Responsibility Statement" and confirm that:

(a) in preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 2014 [as on 31st December 2014] and the profit and loss of the Company for that year;

(c) the Directors have 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) the Directors had prepared the annual accounts of the Company on a going concern basis;

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

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

DECLARATION BY INDEPENDENT DIRECTORS

Declaration given by Independent Directors meeting the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

POLICY ON DIRECTORSâ'' APPOINTMENT AND REMUNERATION

The Company has a "Nomination and Remuneration Committee of Directors" in place. The Committee reviews and recommend to the Board for remuneration for Directors and key Managerial personnel and other employee up to one level below of Whole Time Director.

The Company does not pay any remuneration to the Directors of the Company other than sitting fee for attending the meetings of the Board and Committees of the Board. Non-executive Director do not take any sitting fee for attending such meetings. Remuneration to the Whole-time Director is governed under the relevant provisions of the Act and approvals.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013

LOANS, GUARANTEES OR INVESTMENTS

Your Company has neither given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act, 2013.

DEPOSITS

Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Details of Contracts/arrangement with the Related Parties are appearing under note no. 33b and form part of this report. All related party transactions that were entered into during the year under report were on arm''s length basis and were in the ordinary course of business. The related party transactions made by the Company with Promoter Company, have no potential conflict with the interest of the Company at large.

Related party Transactions are placed before the Audit Committee as also to the Board for approval. The Policy on Related party Transactions as approved by the Board is uploaded on the Company''s website. The Company management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm''s Length Basis without any compromise.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on 31st December, 2014 and the date of this report i. e. 25th February, 2015.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 are annexed and form part of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In term of Section 136 of the Act, the Report is being sent to all shareholders and others entitled thereto, excluding the aforesaid information and the said particulars are available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. The members interested in obtaining such particulars may write to the Company Secretary.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company''s Risk management framework ensures compliance with the provisions of Clause 49 of the Listing Agreement.

Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: Securing critical resources; ensuring sustainable plant operations; ensuring cost competitiveness including logistics; completion of CAPEX; maintaining and enhancing customer service standards and resolving environmental and safety related issues. CORPORATE SOCIAL RESPONSIBILITY [CSR] Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders. Your Company had contributed and still contributing towards development of public facilities like opening of Education Centers, Health Centers, improvement in living standard and upliftment of communities comprising weakest section of Rural section with no access to basic amenities.

As required under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy to conduct the task under CSR with following composition:

A. Members of the Committee:

1. Mr. A. K. Chhatwani - Independent Director

2. Mr. A. Kumaresan - Independent Director

3. Mr. Chai Singh Jasol - Whole-Time Director

4. Mr. S. N. Malpani - Secretary to the Committee

The Committee is supported with an Executive Committee comprising of senior officers of the Company from different departments.

B. Activities undertaken by the Committee:

As stipulated under Schedule VII of the Companies Act, 2013, the Company has undertaken following activities under CSR compliance:

1. Promotion of education and education facilities up-gradation.

2. Promoting gender equality and empowering women.

3. Combating human immune - deficiency virus acquired immune deficiency syndrome, malaria and other disease.

4. Ensuring environmental sustainability.

During the year under report, the Company has spent a sum of Rs. 17.30 lacs towards CSR activities in line with the compliance with Section 135 of the Companies Act 2013.

DIRECTORS/KEY MANAGERIAL PERSONNEL

Mr. Osvaldo Ayres Filho, a Director of the Company has resigned from the office of Director. The casual vacancy caused by his resignation is filled up by the Board of Directors by co-opting Mr. Persio Morassutti in his place. Your Board takes this opportunity to acknowledge the efforts and the contributions of Mr. Osvaldo to the Company during his tenure on the Board.

Mr. Carlos Eduardo de Arruda Boggio, a Director is retiring by rotation, and being eligible, offer himself for reappointment.

Mr. A. K. Chhatwani and Mr. A. Kumaresan the Independent directors of the Company were appointed by the Company at the Sixty-ninth Annual General Meeting held on 23rd April, 2014. Their appointment was liable to retire by rotation. As per the provisions of Section 149 and 152 of the Companies Act, 2013 ("the Act"), effective from 1st April, 2014 Independent Directors shall not be liable to retirement by rotation. Accordingly appointment of the existing Independent Directors under Section 149 of the Act and Clause 49 of the Listing Agreement to hold office for 5 (Five) consecutive years for a term is recommended for consideration and approval by the members.

A brief resume of the above mentioned Directors being appointed are attached to the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. During the year under report, the Independent Directors met on 14th October, 2014 inter alia, to discuss:

* Performance evaluation of Non Independent Directors and Board of Directors as a whole;

* Performance evaluation of the Chairman of the Company;

* Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

AUDITORS

Your Directors request you to appoint Auditors for current accounting year and fix up their remuneration. M/s. Price Waterhouse, Chartered Accountants, Mumbai, the existing Auditors of the Company retiring at the ensuing Annual General Meeting are available for a fresh term and have furnished certificate of their eligibility for re-appointment.

Auditor''s appointment is proposed for a period of five consecutive years from the conclusion of the 70th Annual General meeting, in line with the provisions of Section 139 of the Companies Act, 2013 and relevant Rules thereunder.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, your Directors, on the recommendation of the Audit Committee of Directors, have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors to conduct the Cost Audit for the year ended 31st December, 2015. The Board recommends for ratification of remuneration payable to the Cost Auditors.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In- house news letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. CORPORATE GOVERNANCE A separate section on Corporate Governance, in line with Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Report. The relevant Certificate from practicing Company Secretary is annexed and forms part of this report. ENVIRONMENT REPORT Environment conservation - A way of life We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is ISO 14001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board''s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation received from the State and Central Government and Lenders. The Directors also recognize the commitment and dedication of the Company''s employees.

For and on behalf of the Board

Sven Erik Oppelstrup Madsen Chain Singh Jasol Director Whole-Time Director

Place : Digvijaygram Date : 25th February, 2015

---

Dec 31, 2013

Dear Shareholders

The Directors present the 69th Annual Report together with the Audited Accounts of the Company for the year ended 31st December, 2013.

FINANCIAL RESULTS

The financial results for the year under report are as under:

(Rs. In lacs)

Current Previous Year Year Ended Ended 31.12.2013 31.12.2012

Gross Turnover 37263 42918

Profit /(Loss) before Interest (472) 4969 Depreciation, Exceptional Items & Tax [PBIDT]

Less: Interest 263 104

Less: Depreciation 1319 987

Profit/(Loss) after Interest (2054) 3878 & Depreciation but before Exceptional Item & Tax

Add/(Less): Exceptional Item (1415) 1215

Profit from ordinary activities (3469) 5093 before Tax

Less: Provision for Current (83) (967) Tax(MAT)

Net Profit/(Loss) for the year (3552) 4126

Balance brought forward from (484) (4610) previous year

(Loss) Carried Over (4036) (484)

(Previous figures have been regrouped wherever necessary)

FINANCIAL PERFORMANCE

The working results depict a set back in operation. The fall in Turnover is attributable to low off take of cement coupled with fall in unit realization with consequential impact on PBIDT

Other items of the working results are dealt with under Management Discussion and Analysis, forming part of the Report.

DIVIDEND

In view of the negative performance and accumulated losses, the Board of Directors does not recommend any dividend on Share Capital.

PRODUCTION AND SALES

Production and Sales during the year under review are as under:

(In lacs MT)

Current Year Previous Year Ended 31.12.2013 Ended 31.12.2012

Production

- Clinker 7.30 7.47

- Cement 8.94 9.26

Sales

- Clinker 0.00 0.00

- Cement 8.95 9.30

Output of the Clinker and Cement during the year 2013 was 7.30 lacs MT and 8.94 lacs MT respectively as against 7.47 lac MT and 9.26 lac MT in 2012.

Though the Clinker production during the year under report is comparable with the previous year but the same has been adversely affected due to inconsistency in plant operations more particularly in the last quarter of the year due to unprecedented heavy rainfall. Production of Cement was circumscribed by limitations on sales front.

The Company is taking major steps for stability in production line with improved capacity utilization. The benefit thereof is expected to be reflected during part of the year 2014 onwards.

DIRECTORS

Mr. A. K. Chhatwani, Mr. A. Kumaresan and Mr. Carlos Boggio the directors of the Company who retire by rotation under Article 167 of the Articles of Association of the Company are available for appointment.

A brief resume of the above mentioned Directors being appointed are attached to the Notice for the ensuing Annual General Meeting.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and do not call for any further comments u/s 217(3) of the Companies Act, 1956.

AUDITORS

Your Directors request you to appoint Auditors for current accounting year and fix up their remuneration. M/s. Price Waterhouse, Chartered Accountants, Mumbai, the existing Auditors of the Company retiring at the ensuing Annual General Meeting are available for a fresh term and have furnished certificate of their eligibility for re-appointment.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, your Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors to conduct the Cost Audit for the year ended 31st December 2013. The appointment has been approved by the Central Government.

PARTICULARS OF EMPLOYEES

The particulars of employee required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time forms part of this report. However in pursuance of Section 219(1)(b)(iv) of the Act, this report is being sent to all shareholders of the Company excluding the aforesaid information and the said particulars are available at the Registered Office of the Company. The members interested in obtaining such particulars may write to the Secretarial Department at the Registered Office of the Company.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 217(1) (e) of the Companies Act, 1956 are annexed and form part of this report.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In-house news letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, in line with Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Report. The relevant Certificate from practicing Company Secretary is annexed and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, Directors subscribe to the "Directors Responsibility Statement" and confirm that:

(i) in preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31st December 2013 and of the profit of the Company for that Year;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts of the Company are prepared on a going concern basis.

SOCIAL REPORT

Your Company is regularly working in the areas of Health Care, Education etc. in discharging of its social obligations. During the year under report, it has conducted Medical Camps, Rural Education and various awareness programmes benefiting to the residents of nearby areas, from time to time in partnership with the District Authorities, Village Panchayat etc.

ENVIRONMENT REPORT

Environment conservation - A way of life We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is ISO 14001 Environment Management System Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board''s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation received from the State and Central Government and Lenders. The Directors also recognize the commitment and dedication of the Company''s employees. For and on behalf of the Board

Sven Erik Oppelstrup Madsen Chain Singh Jasol

Director Whole-Time Director

Place : Mumbai

Date : 27th February, 2014

---

Dec 31, 2012

Dear Shareholders

The Directors present the 68th Annual Report together with the Audited Accounts of the Company for the year ended 31st December, 2012.

CHANGE IN THE PROMOTERS OF THE COMPANY:

As you all are aware that Cimpor Inversiones S. A. [Cimpor] was holding 104,091,537 equity shares, representing 73.63% of the Company''s outstanding voting Equity Share Capital.

Pursuant to the restructuring agreement dated June 25, 2012 between Votorantim Cimentos S.A. [Votorantim], InterCement Austria Holding GmbH and Camargo Correa Cementos Luxembourg Sari, 73.63 % of the shares of the Company has been transferred indirectly from Cimpor to a non-resident holding entity i.e. Votorantim through another non-resident holding entity i.e. Cementos EAA Inversiones, S.L. as part of a bundle of multi-jurisdictional assets byway of transfer of shares and two swaps of shares outside India. Pursuant to the aforesaid, Cimpor has ceased to be a Promoter of your Company and Votorantim and Cementos EAA are now the Promoters of the Company.

In compliance with the SEBI guidelines under take over regulations, Votorantim has also acquired 2,321,645 equity shares constituting 1.64 % of the Company''s outstanding voting Equity Share Capital under open offer from the shareholders of the Company. The details of the transaction were elaborated in the Letter of Offer dated 6th July, 2012 sent to the shareholders.

FINANCIAL RESULTS

The financial results for the year under report are as under: (Rs. In lacs)

Current Previous Year Year Ended Ended 31.12.2012 31.12.2011

Gross Turnover 42918 37060

Profit before Interest 4942 1981 Depreciation, Exceptional Items & Tax [PBIDT]

Less: Interest 77 29

Less: Depreciation 987 1007

Profit after Interest & 3878 945 Depreciation but before Exceptional Item & Tax

Add: Exceptional Item 1215 0

Profit from ordinary activities 5093 945 before Tax

Less: Provision for Current Tax (967) 0 (MAT)

Net Profit for the year 4126 945

Balance brought forward from (4610) (5555) previous year

(LOSS) CARRIED OVER (484) (4610)

FINANCIAL PERFORMANCE

The Gross Turnover of the Company during the year under report at Rs. 42918 lacs was higher by about 13% against the turnover of Rs. 37060 lacs in previous year.

Domestic market revived and the prices firmed up during the year under report, resulted in higher PBIDT However, price benefit coupled with efficiency gains had been largely affected with hefty increase in input cost.

Other items of the working results are dealt with under Management Discussions and Analysis, forming part of the Report.

DIVIDEND

In view of accumulated losses, the Board of Directors does not recommend any dividend on Share Capital.

PRODUCTION AND SALES

Production and Sales during the year under review are as under:

(In lacs MT)

Current Previous Year Year Ended Ended 31.12.2012 31.12.2011

Production

- Clinker 7.47 7.25

- Cement 9.26 9.27

Sales

- Clinker 0.00 0.00

- Cement 9.30 9.27

Plant operation presents consistence performance and is well comparable with the previous year.

DIRECTORS

Mr. Robert Pavrey, a director of the Company who retire by rotation under Article 167 of the Articles of Association of the Company and being eligible, offers himself for reappointment.

Mr. Luis Filipe Sequeira Martins, Mr. Luis Miguel Da Ponte Alves Fernandes and Mr. Antonio Carlos Custodio de Morais Varela tendered their resignations from the directorship of the Company. The Board filled up these vacancies by co-opting Mr. Osvaldo Ayres Filho, Mr. Carlos Eduardo de Arruda Boggio and Mr. Sven Erik Oppelstrup Madsen respectively in their places.

While welcoming the new directors, the Board places on record their appreciation of matured advice and guidance of the outgoing directors during their association with the Company.

Mr. Osvaldo Ayres Filho and Mr. Sven Erik Oppelstrup Madsen, the directors of the Company who retire by rotation under Article 167 of the Articles of Association of the Company are available for appointment.

A brief resume of the above mentioned Directors being appointed are attached to the Notice for the ensuing Annual General Meeting.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and do not call for any further comments u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, the existing Auditors retire at the ensuing Annual General Meeting of your Company. They have however, intimated the Company that they do not wish to seek re-appointment. It is therefore proposed to appoint M/s. Price Waterhouse, Chartered Accountants, Mumbai as Statutory Auditors in their place, who have indicated their availability and willingness to be appointed as Statutory Auditors of your Company. A resolution seeking your approval for the appointment of the said auditors has been included in the Notice convening the Annual General Meeting.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, your Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors to conduct the Cost Audit for the year ended 31st December 2012. The appointment has been approved by the Central Government.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 217(1) (e) of the Companies Act, 1956 are annexed and form part of this report.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In-house news letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, in line with Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Report. The relevant Certificate from practicing Company Secretary is annexed and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, Directors subscribe to the "Directors Responsibility Statement" and confirm that:

(i) in preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31st December 2012 and of the profit of the Company for that Year;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts of the Company are prepared on a going concern basis.

SOCIAL REPORT

Your Company is regularly working in the areas of Health Care, Education etc. in discharging of its social obligations. During the year under report, it has conducted Medical Camps, Rural Education and various awareness programmes benefiting to the residents of nearby areas, from time to time in partnership with the District Authorities, Village Panchayat etc.

ENVIRONMENT REPORT

Environment conservation - A way of life

We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is IS014001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board''s certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation received from the State and Central Government and Lenders. The Directors also recognize the commitment and dedication of the Company''s employees.

For and on behalf of the Board

Sven Erik Oppelstrup Madsen Suman Mukherjee

Director Managing Director & CEO

Place: Mumbai

Date: 20th February, 2013

---

Dec 31, 2011

The Directors present the 67th Annual Report together with the Audited Accounts of the Company for the year ended 31st December, 2011.

FINANCIAL RESULTS

The financial results for the year under report are as under:

(Rs. In lacs)

Current Previous Year Year Ended Ended 31.12.2011 31.12.2010

Gross Turnover 37060 32453

Profit before Interest 1981 2424

Depreciation, Exceptional Items & Tax [PBIDT]

Less: Interest 29 34

Less: Depreciation 1007 938

Profit after Interest 945 1452

& Depreciation but before Exceptional Item & Tax

Less: Exceptional Item 0 1246

Profit from ordinary 945 206 activities before Tax

Less: Provision for 0 106 Current Tax(MAT)

Net Profit for the year 945 100

Balance brought forward from previous (5555) (5655) year

(LOSS) CARRIED OVER (4610) (5555)

FINANCIAL PERFORMANCE

The Gross Turnover of the Company during the year under report at Rs. 37060 lacs was higher by about 14% against the turnover of Rs. 32453 lacs in previous year. But for hefty increase in the overall manufacturing cost, the benefits of increased volume and improvement in Cement prices in comparison with previous year could not help in maintaining the operating profit [PBIDT] at previous year level.

Other items of the working results are dealt with under Management Discussions and Analysis, forming part of the Report.

DIVIDEND

In view of accumulated losses, the Board of Directors does not recommend any dividend on Share Capital.

PRODUCTION AND SALES

Production and Sales during the year under review are as under:

(In lacs MT)

Current Previous Year ended Year ended 31.12.2011 31.12.2010

Production:

- Clinker 7.25 9.09

- Cement 9.27 9.05

Sales:

- Clinker 0.00 0.47

- Cement 9.27 9.02

Clinker production was lower by about 20.24 % over previous year.

In order to improve upon the technical performance of the plant [as was reported in previous year's Directors' Report], your Company took some steps to strengthen consistency in Plant operation as also to liquidate the heavy built-up process stock for effective inventory management. To attain the goal and to achieve the improvements, Clinkerisation was restrained to match with the Cement demand. This has resulted in lower clinker out put in comparison with the previous year. However it had not left any adverse effect on Cement production, as evident from the details herein above.

Your Company has not made any export during the year under report because on un-realistic prices. In the previous year Clinker export was for 0.47 lacs MT.

DIRECTORS

Mr. Leonard D' Costa and Mr. Napoleon De la Colina, directors of the Company who retire by rotation under Article 167 of the Articles of Association of the Company, being eligible, offer themselves for re- appointment. A brief resume of the above mentioned Directors being appointed are attached to the Notice for the ensuing Annual General Meeting.

Mr. P. A. Nair - CEO & Whole-Time Director resigned from the service of the Company with effect from 2nd August, 2011. Mr. Chain Singh Jasol - Sr. Vice President (PA & Mines) was appointed as a Whole-Time Director of the Company with effect from 20th October, 2011 for a period of one year. An abstract of the terms and conditions governing his appointment was circulated to the Shareholders as required under section 302 of the Companies Act, 1956. Mr. Jasol has been relieved from the office of Whole-time Director with effect from 2nd February, 2012 and accordingly he ceased to be a Whole-Time Director of the Company with effect from that day.

Mr. Suman Mukherjee was appointed as a Managing Director of the Company with effect from 20th December 2011 subject to approval of shareholders in general meeting, for a period of three years. An abstract of the terms and conditions governing his appointment was circulated to the shareholders as required under section 302 of the Companies Act, 1956.

The Board has appointed Mr. Antonio Carlos Custodio de Morais Varela and Mr. Luis Miguel Da Ponte Alves Fernandes as Additional Directors on the Board. They hold office up to the date of the ensuing Annual General Meeting and are eligible for re-appointment. Notices have been received under section 257 of the Companies Act, 1956 from Members of your Company proposing their appointment as Directors.

AUDITORS' REPORT

The observations made in the Auditors' Report are self explanatory and do not call for any further comments u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, the existing Auditors retire at the ensuing Annual General Meeting of your Company. They have however, intimated the Company that they do not wish to seek re-appointment. It is therefore proposed to appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad as statutory Auditors in their place. M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad have indicated their availability and willingness to be appointed as Statutory Auditors of your Company. A resolution seeking your approval for the appointment of the said auditors has been included in the Notice convening the Annual General Meeting.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, your Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors to conduct the Cost Audit for the year ended 31st December 2011. The appointment has been approved by the Central Government.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 217(1) (e) of the Companies Act, 1956 are annexed and form part of this report.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In- house news letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, in line with Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Report. The relevant Certificate from practicing Company Secretary is annexed and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, Directors subscribe to the ''Directors Responsibility Statement" and confirm that:

(i) in preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31st December 2011 and of the profit of the Company for that Year;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts of the Company are prepared on a going concern basis.

SOCIAL REPORT

Your Company is regularly working in the areas of Health Care, Education etc. in discharging of its social obligations. During the year under report, it has conducted Medical Camps, Rural Education and various awareness programmes benefiting to the residents of nearby areas, from time to time in partnership with the District Authorities, Village Panchayat etc.

ENVIRONMENT REPORT

Environment conservation - A way of life

We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is ISO 14001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Board's certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation received from the State and Central Government and Lenders. The Directors also recognize the commitment and dedication of the Company's employees.

For and on behalf of the Board

(Alvaro Joao Serra Nazare) (Suman Mukherjee)

Director CEO & Managing Director

Place : Mumbai,

Date : 2nd February, 2012

---

Dec 31, 2010

The Directors present the 66th Annual Report together with the Audited Accounts of the Company for the year ended 31st December, 2010.

FINANCIAL RESULTS

The financial results for the year under report are as under:

(Rs. In lacs)

Current Previous Year Period Ended Ended 31.12.2010 31.12.2009 (12 months) (9 months)

Gross Turnover 32453 28571

Profit before Interest 2424 4398

Depreciation,

Exceptional Item & Tax)

Less: Interest 34 176

Less: Depreciation 938 622

Profit after Interest & 1452 3600

Depreciation but before Exceptional Item & Tax

Less: Exceptional Item (1246) 0

Profit from ordinary 206 3600

activities before Tax

Provision for Current (106) (29)

Tax(MAT)

Net Profit for the year/ 100 3571 period

Balance brought (5655) (9226)

forward from previous

year

(LOSS) CARRIED OVER (5555) (5655)



FINANCIAL PERFORMANCE

The working results for the year under report show a sharp set back. Turnover is negative by about 15% (on annualized basis) in comparison with previous year. Contribution also squeezed under pressure of rising costs and falling price line, consequent to entry of two new players in the market. Demand was also lower than normal because of abnormally heavy and longer monsoon.

Other items of the working results are dealt with under Management Discussions and Analysis, forming part of the report.

DIVIDEND

In view of accumulated losses, the Board of Directors does not recommend any dividend on Share Capital.

PRODUCTION AND SALES

Production and Sales during the year under review are as under:

(In lacs MT)

Current Corretp- Previous Period onding Year ended Period of ended 31.12.2010 previous 31.12.2009 (Jan. 2010 year (Apr. 2009 to Dec. (Jan. 2009 to Dec. 2010) to Dec. 2009 2009)

Production:

- Clinker 9.09 9.95 7.54

- Cement 9.05 10.45 7.58

Sales:

- Clinker 0.47 0.77 0.77 - Cement 9.02 10.50 7.64



Clinker production was lower, mainly because of unprecedented heavy monsoonic rain, disturbing plant operations. Cement production was also circumscribed by limitation on sales front.

Your Company has exported 0.47 lacs MT Clinker (as against 0.77 lacs MT in the corresponding period). There was no Cement export during the year.

DIRECTORS

Mr. Alvaro Joao Serra Nazare and Mr. Robert Pavrey, directors of the Company who retire by rotation under Article 167 of the Articles of Association of the Company, being eligible, offer themselves for re-appointment. A brief resume of the above mentioned Directors being appointed are attached to the Notice for the ensuing Annual General Meeting.

Mr. Jorge Manuel Tavares Salavessa Moura resigned from the Board of the Company. The Board records, with appreciation, his advice and guidance.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and do not call for any further comments u/s 217(3) of the Companies Act, 1956.

AUDITORS

Your Directors request you to appoint Auditors for current accounting year and fix up their remuneration. M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, the existing Auditors of the Company retiring at the ensuing Annual General Meeting are available for a fresh term and have furnished certificate of their eligibility for re-appointment.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, your Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors to conduct the Cost Audit for the year ended 31st December 2010. The appointment has been approved by the Central Government.

PARTICULARS OF EMPLOYEES

The Particulars of employees, required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However in pursuance of Section 219(1)(b)(iv) of the Act, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are available at the Registered Office of the Company. The members interested in obtaining such particulars may write to the Secretarial Department at the Registered Office of the Company.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 217(1) (e) of the Companies Act, 1956 are annexed and form part of this report.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In-house news letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, in line with Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Report. The relevant Certificate from practicing Company Secretary is annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, Directors subscribe to the "Directors Responsibility Statement" and confirm that:

(i) in preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31st December 2010 and of the profit of the Company for that Year;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts of the Company are prepared on a going concern basis.

SOCIAL REPORT

Your Company is regularly working in the areas of Health Care, Education etc in discharging of its social obligations. During the year under report, it has conducted Medical Camps, Rural Education and various awareness programmes benefiting to the residents of nearby areas, from time to time in partnership with the District Authorities, Village Panchayat etc.

ENVIRONMENT REPORT

Environment conservation - A way of life

We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is ISO 14001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Boards certified Auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation received from the State and Central Government and Lenders. The Directors also recognize the commitment and dedication of the Companys employees.



For and on behalf of the Board

(Alvaro Joao Serra Nazare) (P. A. Nair) Director Whole Time Director

Place: Mumbai,

Date: 23rd February, 2011

---

Dec 31, 2009

The Directors present the 65th Annual Report together with the Audited Accounts of the Company for the year ended 31st December, 2009.

FINANCIAL RESULTS

The financial results for the year under report are as under:

(Rs. In lacs)

Current Previous Year Year Ended Ended 31.12.2009 31.03.2009 (9 months) (12 months)

Gross Turnover 28571 34192

PBIDT (Profit before 4397 3951 Interest, Depreciation and Tax)

Less: Interest 176 1095

Gross Profit 4221 2856

Less: Depreciation 622 671

Profit before Tax 3599 2185

Fringe Benefit Tax/MAT (29) (19)

Net Profit during the 3570 2166

year

Balance brought forward (9225) (11391)

from previous year

(LOSS) CARRIED OVER (5655) (9225)



CHANGE IN ACCOUNTING YEAR:

Accounting year of the Company for the period under report consists of nine months, ended on 31st December 2009 [1st April 2009 to 31st December 2009]. Hereafter, the accounting year will be for 12 months period ending on 31st December every year, to coincide with the accounting year of Cimpor Inversiones S. A., the Holding Company. For this change, the financial results for the period under report are not comparable with the previous year.

DIVIDEND:

In view of accumulated losses, the Board of Directors does not recommend any dividend on Preference and Equity Share Capital.

FINANCIAL PERFORMANCE:

The turnover and working result show improvement over previous year. But for pressure on unit realization in the last quarter of the year, the profitability would have further contributed to the strength of the Company.

Other items of the working results are dealt with under Management Discussion and Analysis, forming part of the report.

PRODUCTION AND SALES

Production and Sales during the year under review are as under:

(In lacs MT)

Current Corresp- Previous period onding Year ended Period of ended

31.12.2009 previous 31.03.2009 (Apr. 09 to year (Apr. 08 to Dec. 09) Mar. 09)

Production:

- Clinker 7.54 6.46 8.87

- Cement 7.58 6.12 8.98

Sales:

- Clinker 0.77 0.49 0.49 Cement 7.64 6.14 8.99

Plant operations present performance improvement. Cement demand in the State of Gujarat (home market for your Company) has registered growth by about 16.12% during the period under review. Your Company has achieved growth in cement sales by about 24% over corresponding period. Consequentially, Cement production was also at higher side i.e. by about 23% over corresponding period.

Your Company has exported 0.77 lacs MT clinker (as against 0.48 lacs MT in the corresponding period) registering an increase of 60% over corresponding period. There was no Cement export during the period. (Previous year 0.26 lacs MT)

DIRECTORS

Mr. Leonard D Costa, Mr. Napoleon De la Colina and Mr. Luis Filipe Sequeira Martins, who retire by rotation under Article 167 of the Articles of Association of the Company, being eligible, offer themselves for re-appointment.

A brief resume of the above mentioned Directors being appointed are attached to the Notice for the ensuing Annual General Meeting.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and db not call for any further comments u/s 217(3) of the Companies Act, 1956.

AUDITORS

Your Directors request you to appoint Auditors for current accounting year and fix up their remuneration. M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, the existing

Auditors of the Company retiring at the ensuing Annual General Meeting are available for a fresh term and have furnished certificate of their eligibility for re-appointment.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, your Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors to conduct the Cost Audit for the year ended 31s1 December 2009. The appointment has been approved by the Central Government.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The Particulars of employees, required under section 217(2A) of the Companies Act, 1956, and Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 217(1) (e) of the Companies Act, 1956 are annexed and form part of this report.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In- house news letters provides forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, in line with Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Report. The relevant Certificate from practicing Company Secretary is annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, Directors subscribe to the "Directors Responsibility Statement" and confirm that:

(i) in preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31st December 2009 and of the profit of the Company for that period;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts of the Company are prepared on a going concern basis.

SOCIAL REPORT

Your Company is regularly working in the areas of Health Care, Education etc in discharging of its social obligations. During the year under report, it has conducted various Medical Camps, awareness programme on HIV, Swine Flue etc, benefiting to the residents of nearby areas, from time to time in partnership with the District Authorities, Village Panchayat etc.

ENVIRONMENT REPORT

Environment conservation - A way of life

We believe in sustainable development. We regard social, economic and environmental responsibility as integral element of our business.

Your Company is ISO 14001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas, the State Pollution Boards certified auditors and Environmental System Auditors conduct periodic in- depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation.

Large scale plantations in the mines, plant, colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation received from the State and Central Government and Lenders. The Directors also recognize the commitment and dedication of the Companys employees.

For and on behalf of the Board

(Alvaro Joao Serra Nazare) (P. A. Nair)

Director Whole Time Director

Place : Digvijaygram, Date : 9th March, 2010