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A Oneindia Venture

Nifty 26,132.60 +0.64%

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Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Sensex 85,428.59 +0.59%

Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Directors Report of The Ramco Cements Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 67^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2025.

(Rs. in crores)
Separate Financial Statements	31-03-2025	31-03-2024
Total Income	8,539.10	9,392.17
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)	1,275.85	1,594.87
Less: Interest	458.76	415.53
Less: Depreciation	691.18	635.87
Profit Before Exceptional Items and Tax	125.91	543.47
Add: Exceptional items	339.83	--
Profit Before Tax (PBT)	465.74	543.47
Less: Tax Expenses
Current Tax	--	42.78
Current tax adjustment of earlier years	0.28	(1.86)
Deferred Tax	50.99	110.53
Deferred tax adjustment of earlier years	(2.92)	(2.96)
Profit After Tax (PAT)	417.39	394.98
Add: Other Comprehensive Income (OCI) [Net of tax credit of Rs.2.58 crores (PY: Rs.2.69 crores)]	(8.62)	2.92
Total Comprehensive Income (TCI)	408.77	397.90

Capital and Debt Structure

The paid-up capital of the Company is Rs.23,62,92,380/-consisting of 23,62,92,380 shares of Rs. 1/- each. There has been no change in the Capital Structure of the Company during the year under review.

The Company does not have any Scheme for issue of sweat equity to the employees or Directors of the Company.

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

The Company has not issued any Secured Redeemable Non-Convertible Debentures during the year under review.

Dividend

Your Directors have pleasure in recommending a dividend of Rs.2/- per share [PY: Rs.2.50 per share] on the equity capital of the Company. This would entail an outflow of Rs.47.31 crores with a pay-out ratio of 1735% of Companyâs consolidated post tax profit. As per the Dividend Distribution Policy of the Company, the Company should strive to distribute at least 10% of consolidated post-tax profit as dividend.

The payment of dividend is in accordance with the âDividend Distribution Policyâ of the Company. The Policy is available on the website of the Company under the weblink: https:// www.ramcocements.in/investors/codes-and-policies The Dividend Distribution Policy forms part of this Report.

Transfer to General Reserves

After appropriations, a sum of Rs.200 crores has been kept as retained earnings of the Company and a sum of Rs.349.94 crores has been transferred to General Reserve. As on 31-032025, the General Reserve stands at Rs.7,23726 crores.

Taxation

The Company does not have current tax liability for the year ended 31-03-2025 as against Rs.45.74 crores during the previous year [out of Rs.45.74 crores in FY24, Rs.2.96 crores was recognised in OCI].

Current tax adjustments of earlier years are Rs.0.28 crores as against tax credit of Rs.1.86 crores during the previous year.

The deferred tax expense for the year is Rs.48.19 crores (PY: Rs.104.88 crores), out of which, deferred tax of Rs.(2.80) crores is recognised in OCI [PY: Rs.(5.65) crores].

Deferred tax credit adjustments pertaining to earlier years, for the year ended 31-03-2025 is Rs.2.70 crores [PY: Rs.2.96 crores]. Out of this, deferred tax charge pertaining to earlier years of Rs.0.22 crores [PY: Nil], is recognised in OCI.

Management Discussion & Analysis Indian economy

Indiaâs economic landscape in FY25 continues to demonstrate notable resilience amid persistent global uncertainties. According to the Second Advance Estimates released by the National Statistical Office (NSO), real GDP is projected to grow by 6.5% in FY 2024-25, reflecting a moderation from the robust 9.2% expansion recorded in FY 2023-24. This deceleration is primarily attributed to subdued external demand and ongoing global supply chain challenges, coupled with inflationary pressures in key sectors such as food and energy.

However, the domestic economy remains well-supported by increased government capital expenditure, strong investment in core infrastructure, and a steady push for industrial growth factors that are particularly encouraging for sectors such as cement and construction. These efforts are further reinforced by improved credit flow to businesses, supportive policy measures, and a focus on fiscal prudence.

Looking ahead, India is expected to sustain a healthy growth trajectory, with real GDP growth in FY 2025-26 anticipated to remain in the range of 6.5%-6.6%, positioning the country firmly among the fastest-growing major economies, even amid an uncertain global backdrop.

Cement industry

India remains the second-largest cement producer globally, accounting for approximately 10% of the worldâs total installed capacity. As of FY25, the countryâs cement capacity estimated at ~670 million tonnes per annum (MTPA), with ~40 MTPA added during the year.

Cement demand in India continued its upward trajectory, growing by ~9.3% YoY in FY24, underpinned by robust infrastructure activity and housing demand. However, the first half of FY25 witnessed a temporary moderation in demand momentum due to factors such as election-related construction slowdown, intense heatwaves, seasonal monsoons, and labour unavailability. The second half of FY25 witnessed a strong rebound, supported by heightened infrastructure investments and a revival in construction activity.

The sectorâs growth remains volume-led, anchored by government-led infrastructure development, private capital expenditure, and housing expansion.

Key growth drivers:

â¢ Housing Growth: The governmentâs push under the Pradhan Mantri Awas Yojana (PMAY) - both urban and rural - remains a pivotal demand driver. FY25 allocations have risen significantly, with a 70% increase to Rs.54,500 crores for PMAY (Gramin) and an 18% increase to Rs.26,170 crores for PMAY (Urban). The announcement of an additional 2 crore houses over five years, atop the 2.6 crore already completed, is expected to sustain housing demand, especially in semi-urban and rural areas.

â¢ Infrastructure Investments: Allocations of Rs.2.5 lakh crores to Railways and Rs.2.78 lakh crores to the Ministry of Road Transport and Highways for FY25 reinforce the infrastructure thrust. The National Infrastructure Pipeline (NIP), with total projected investments revised from Rs.111 lakh crores to Rs.160 lakh crores, for the period 2020-2021 to 2024-2025, continues to focus on sectors like roads, railways, affordable housing, renewables, and irrigation.

â¢ Mega Projects: Execution under marquee initiatives like Bharatmala (targeting 60,000 km of roads) and Metro expansion (945 km operational, 919 km under construction across 26 cities) will further support cement demand in the coming years.

â¢ Real Estate Momentum: The residential real estate sector saw record sales in 2023, with 4.1 lakh units sold-up 33% YoY-on the back of favourable homeownership sentiment, stable interest rates, and a strong economic outlook. This trend is expected to persist through FY25, with the real estate sector projected to contribute ~13% to GDP by 2025 and expand to ~15.5% by 2047

â¢ Commercial and Hospitality Segments: Increasing traction in commercial real estate, retail, warehousing, and hospitality-particularly in Tier-II cities-continues to create additional avenues for cement consumption.

Indiaâs per capita cement consumption, at ~280 kg, remains significantly lower than the global average of 500-550 kg, indicating a large headroom for growth. The favourable demographic dividend-with the working-age population share peaking by 2030-combined with the structural shift from renting to homeownership, further supports long-term sectoral growth.

Company Review Cement Division

The Division has sold 181.74 lakh tons of cement during the year compared to 180.89 lakh tons in the previous year, registering a marginal increase. The revenue including scrap sales and other operating income from this division for the year is Rs.8,275.43 crores (net of applicable taxes) compared to Rs.9,140.69 crores (net of applicable taxes) during the previous year, showing a decrease of 9%.

Out of the above, the Companyâs cement exports accounts for 0.51 lakh tons for a value of Rs.26.46 crores as against 0.99 lakh tons for a value of Rs.51.23 crores during the previous year.

Construction Chemicals Division

In line with the Companyâs ethos of âRight Products for Right Applications" the division has wide range of products for plastering including self-curing plaster, tile fixing, block fixing, water proofing product, bonding agents, etc. Further, the Companyâs MACE Division is focussing on educating the users for scientific application of these products.

The Division has sold 3.26 lakh tons of products accounting for a revenue of Rs.210.06 crores (net of applicable taxes) during the year as against 3.07 lakh tons of products accounting for a revenue of Rs.194.37 crores (net of applicable taxes) during the previous year. Out of the above, the Companyâs exports accounted for 650 tons for a value of Rs.0.37 crores as against 89 tons for a value of Rs.0.10 crores during the previous year.

Ready Mix Concrete Division

The Division has sold 17,915 cu.m. of concrete during the year, accounting for a revenue of Rs.9.61 crores (net of applicable taxes) compared to 21,914 cu.m. of concrete accounting for a revenue of Rs.12.03 crores (net of applicable taxes) during the previous year. The operations of the Ready Mix Concrete Division had been discontinued and cease to exist.

GREEN POWER

a. Wind Farm Division

The Division has generated 2,164 lakh units as compared to 2,117 lakh units in the previous year. Out of this, 2,096 lakh units were generated from the wind farms in Tamil Nadu and another 68 lakh units from the wind farms in Karnataka. The entire 2,096 lakh units generated in Tamil Nadu, were adjusted against the power consumed in the Tamil Nadu plants.

From June 2023, the existing energy purchase agreements have been converted into energy wheeling agreements, for the purpose of captive consumption. Including previous balances, a sum of Rs.32.52 crores was outstanding from TANGEDCO as on 31^st March 2025.

The 68 lakh units generated during the year under review in Karnataka have been banked with Bangalore Electricity Supply Company Limited (BESCOM) and the same have been adjusted during the year. Further, 77 lakh units generated in the year 2021-22, remain unbilled.

b. Waste Heat Recovery System (WHRS)

The Company continues to lay emphasis on having lesser carbon footprint. In this connection, during the year under review, the Company has expanded its WHRS capacity from 43.15 MW to 45.15 MW.

Sale of Non-Core Assets

The Company had identified certain non-core assets in the form of lands and financial assets for monetisation. These assets were acquired by the Company over a period of time and are found to be no more in need and disposal of such assets and generation of cash thereof, would reduce the Companyâs borrowings and result in saving of interest cost.

Accordingly, during the year under review, the Company has liquidated assets as per the following details:

Details	Amount Realised (Rs. in crores)
Sale of Shares held in Swiggy Limited	50.00
Sale of Shares held in Ramco Industries Limited	326.99
Sale of Land	79.03
Other assets	3.77
Total	459.79

The Company has targeted a generation of about Rs.1,000 crores by way of sale of non-core assets, out of which 459.79 crores has already been achieved. We expect to complete the remaining process during the year 2025-26.

Other Income

Other income during the year was Rs.44.00 crores compared to Rs.42.34 crores in 2023-24.

Net Revenue

The total sales for the cement and construction chemicals division is 185 lakh tons as against 183.96 lakh tons showing a marginal increase. However, the net revenue for the company for year under review had declined to Rs.8,539.10 crores (net of applicable taxes) compared to Rs.9,392.17 crores (net of applicable taxes) during the previous year.

Power Plants

During the year under review, the Company has commissioned a thermal power plant of 18 MW capacity at Kolimigundla Plant. With this, the aggregate capacity of the thermal power plants has increased from 175 MW to 193 MW.

The thermal power plants act as source for captive power for the Company, and the power generated from the thermal power plants are used for captive consumption in cement manufacturing.

Progress on Expansion

The Company continued to make steady progress on its ongoing expansion initiatives, with focused capital deployment aimed at enhancing capacity, improving efficiency, and strengthening its long-term competitiveness.

Cement Plants Kolimigundla

At the Boardâs Report for the year ended 31^st March 2024, it was informed that the railway siding would be commissioned in

2024-25. The Company had installed additional siding line from the main line, to enable flexibility in the operation. Also, as per the local requirements, additional bridges, underpasses and culverts had been constructed. Because of the above, there had been a delay in completion of the project and is expected to be commissioned during 2025-26.

Establishment of Line II

It was informed in the Boardâs Report for the year ended 31^st March 2024 that it was proposed to establish Line II at Kolimigundla. The second line will have the following capacities:

Clinkerisation Capacity	3.15 MTPA
Cement Grinding Capacity	1.50 MTPA
Waste Heat Recovery System	15.00 MW

Out of the above, the cement mill is scheduled to be commissioned in June 2025 and the rest of the project would be commissioned in 2026-27 The clinkerisation capacity of the Line I will be able to meet the requirement of clinker for the Line II cement grinding.

Construction Chemical Division

The Company has established plants at Sriperumbudur, Salem and Ramasamy Raja Nagar to produce construction chemical

products. During the year under review the Company had commissioned its fourth plant at Jayanthipuram. The fifth plant at Haridaspur is expected to be commissioned during 2025-26. The Companyâs focus on specialised construction chemical products has started yielding results and the products are getting accepted in the market.

De-bottlenecking initiatives

During the year under review, the Company had a close look at the production process and carried out de-bottlenecking at Kolumigundla Cement Plant and Valapady Grinding Unit. Because of this, the cement manufacturing capacity had increased by 0.90 MTPA and 0.40 MTPA at Kolumigundla and Valapady respectively.

Cement Plant at Bommanalli

In the Boardâs Report for the year ended 31^st March 2024, it was informed that the Company was declared as Preferred Bidder, for the Bommanalli Limestone Block in Kalaburagi District, Karnataka. The Company has now become the Successful Bidder. We have acquired 878.63 acres of limestone bearing lands and 83.80 acres of factory land at a cost of Rs.239.24 crores. Further acquisitions are under progress.

During the year under review, the Company had incurred Rs.1,024.01 crores towards capital expenditure.

Financial Performance Analysis of the Statement of Profit and Loss - Separate Financial Statement The summary of key components of the Statement of Profit and Loss for the financial year 2024-25 is detailed below:
Particulars	2024-25	2023-24	Variance
Particulars	Rs. in crores	Rs. in crores	Rs. in crores	%
Revenue
- Sale of Products	8,468.40	9,319.53	(851.13)	(9)
- Income from Wind power	-	2.74	(2.74)	(100)
- Other Operating revenue	26.70	2756	(0.86)	(3)
- Other Income	44.00	42.34	1.66	4
Total Revenue	8,539.10	9,392.17	(853.07)	(9)
Operational Expenses
- Cost of material consumed	1,768.76	1745.18	23.58	1
- Change in inventories of finished goods & WIP	(4704)	(2713)	(19.91)	-
- Employee Benefits Expenses	52780	525.29	2.51	-
- Transportation and Handling	1,952.02	1,953.38	(1.36)	-
- Power and Fuel	2,07772	2,554.89	(47717)	(19)
- Other Expenses, net of self-consumption	983.99	1,045.69	(61.70)	(6)
Total Operational Expenses	7,263.25	7,797.30	534.05	7
EBITDA	1,275.85	1,594.87	(319.02)	(20)
Depreciation & Amortization Expense	691.18	635.87	55.31	9
Finance Costs	458.76	415.53	43.23	10

Particulars	2024-25	2023-24	Variance
Particulars	Rs. in crores	Rs. in crores	Rs. in crores	%
Profit Before Exceptional Items and Tax	125.91	543.47	(417.56)	(77)
Exceptional Items	339.83	-	339.83	100
Profit Before Tax	465.74	543.47	(77.73)	(14)
Tax Expenses	48.35	148.49	(100.14)	(67)
Profit After Tax	417.39	394.98	22.41	6
Other Comprehensive Income	(8.62)	2.92	(11.54)	-
Total Comprehensive Income	408.77	397.90	10.87	3

Revenue

Cement sale volume including construction chemicals, increased marginally by 1% to 18.5 Mn T from the previous yearâs 18.4 Mn T, during FY25. Volume growth affected due to 10% drop in the average net realizable sale price of cement in view of severe pressure on cement prices due to intense competition followed by M & A activities in South India. The share of premium products decreased to 26% in FY25 as against 28% in FY24. However, the Company continue to focus on the strategy of right cement for right applications with emphasis on strengthening the companyâs brand in the market.

100% of the power generated from wind mills was captively consumed. Hence there is no revenue from wind power sale during the year.

Other Operating income witnessed a marginal decrease due to decrease in scrap sales whereas other income has shown a marginal increase due to increase in interest income.

Cost of materials consumed

During the year, the cost of materials consumed in FY25 increased marginally by 1% compared to FY24. While the introduction of composite cement and improved clinker conversion ratio from 1.3x to 1.42x through process improvements in blended cement, contributed positively, these benefits were partially offset by inflationary pressures on raw materials such as fly ash, slag, gypsum, and other additives. Despite a 6% decline in clinker production, these measures helped the Company to contain the material cost increases and thus mitigated higher impact.

As a % of revenue, cost of materials consumed for the year under review accounted for 20.71 % in FY25 as against 18.58 % in FY24.

Change in inventories of finished goods / work-inprogress

The increase in inventories of finished goods / work-in-progress was mainly due to increase in process inventory including clinker.

Employee Benefits Expenses

The employee benefits expenses for the year remained flat. While the employee cost for other than directors was increased

by 5% due to increments in annual salaries and a rise in head count from 3,647 as at 31^st March 2024 to 3,767 as at 31^st March 2025. This was offset by reduction in managing directorsâ remuneration, which was linked to profit. Further, the absorption of employee benefits expenses was better in view of improved operating leverage.

As a % of revenue, the employee cost for the year under review stood at 6.18% in FY25 as against 5.59% in FY24.

Transportation and Handling expenses

Transportation and Handling expenses for the year remained flat. The benefit of reduction in diesel price and lead distance by 2% and 20 KMs respectively in FY25 is offset by the effect of increased sale volume by 1% coupled with inflationary effect in handling charges at depots. The rail co-efficient in FY25 is 9% as against 8% during FY24.

As a % of revenue, transportation and handling expenses for the year under review remains at 22.86% in FY25 as against 20.80% in FY24.

Power and Fuel

During the year, power and fuel cost for FY25 have decreased by 19% compared to FY24 in view of lower fuel price compared previous year. The blended fuel consumption per ton of material have come down from $149 in FY24 to $127 in FY25. The decrease in clinker production by 6% contributed for reduction in power and fuel cost. The rupee depreciation by 2% during FY25 partially offset the benefit of fuel price reduction.

The Company uses both pet coke / coal for kiln operations depending upon cost per Kcal of the respective fuel. The blended fuel cost per Kcal for FY25 was Rs.1.53 as against Rs.1.75 during FY24. The pet coke usage was 63% in FY25 as against 52% in FY24, and coal usage was 35% in FY25 as against 42% in FY24.

The power generation from WHRS with a capacity of 45 MW has led to significant reduction in the overall power cost. During FY25, 100% of power generated from windmills were captively consumed as against 96% in FY24. The Companyâs strategy of transition of wind power capacity from âSale to Boardâ

to âcaptive useâ has helped to reduce the power cost besides reducing the carbon footprint significantly. During FY25, 41% (PY: 42%) of the total power requirements were met from captive thermal power plants, 23% (PY: 24%) from electricity grids and 36% (PY: 34%) from Green Power viz. wind power, and WHRS.

The power & fuel cost per ton of cement has decreased by Rs.266 per ton during the year. Power and fuel cost accounted for 24.33% of revenue in FY25 as against 2720% in FY24.

Other expenses

Other expenses decreased by Rs.61.70 crores. The packing material expenses have increased by Rs.10.77 crores due to increase in polymer prices and increase in sales volume by 1%.

During the year, the Advertisement / sales promotion expenses have decreased by Rs.23.65 crores. Selling Agentsâ Commission and Other Selling Expenses have decreased by Rs.18.80 crores due to decrease in non-trade volume.

The company has made political contribution for Rs.3 crores in FY25 as against Rs.35 crores in FY24. The political contributions were made well within the limits specified under Companies Act, 2013. Apart from the above, the Company has contributed Rs.2 crores to Andhra Pradesh Chief Ministerâs Relief Fund during the year. Further, the CSR expenditure has been reduced by Rs.4.28 crores in FY25, in view of reduced profit.

Other fixed expenses such as R & M, Rates & Taxes, Security charges and other administrative expenses increased by Rs.4.26 crores due to inflationary effects.

Other expenses accounted for 11.52% of the revenue in FY25 as against 11.13 % in FY24.

Depreciation & Amortisation

Depreciation and Amortisation have increased from Rs.635.87 crores in FY24 to Rs.691.18 crores in FY25. The reason for increase is due to depreciation arising out of commissioning of manufacturing facilities in the previous year.

Depreciation & Amortisation accounted for 8.09% of revenue in FY25 as against 6.77% in FY24.

Finance Costs

Finance costs have increased by 10% from Rs.415.53 crores in FY24 to Rs.458.76 crores in FY25 due to commissioning of manufacturing facilities in previous years. The effective rate of borrowings for FY25 stood at 790% as against 770% in FY24. The Net Debt as at 31^st March 2025 has decreased from 4,821.58 crores in FY24 to Rs.4,481.30 crores in FY25. The Net Debt to EBITDA stood at 3.51 times in FY25 as against 3.02 times in FY24, in view of lower EBITDA on account pressure in cement prices.

The interest coverage ratio decreased from 3.14 times in FY24 to 3.04 times in FY25, due to increased interest commitments for FY25. The Gross interest on the borrowings for FY25 was Rs.530.98 crores as against Rs.493.77 crores in FY24. Out of which, Rs.72.22 crores (PY: Rs.78.24 crores) was capitalised as part of eligible qualifying assets.

Finance costs accounted for 5.37% of the revenue in FY25 as against 4.42% in FY24.

Tax Expenses

The overall effective tax rate has decreased from 2770% in FY24 to 10.60% in FY25 mainly due to application of grandfathering provisions under Section 112A of Income Tax Act for the sale of listed equity investments.

Current tax charge and deferred tax credit relating to earlier years was Rs.0.28 crores and Rs.2.92 crores respectively.

Overall Tax expenses accounted for 0.57% of the revenue in FY25 as against 1.58% in FY24.

Other Comprehensive Income (OCI)

Other comprehensive income includes loss arising out of re-measurement of defined benefit plans, net of taxes amounting to Rs.6.62 crores, which is due to increase in salary escalation rate assumption and decrease in discount rate during the year.

Loss on sale of equity investment of Rs.2.26 crores and fair value loss recognition for the investments of Rs.0.10 crores along with net tax credit of Rs.0.36 crores, is recognised under OCI, during the year.

Exceptional Items

The Company has recognised profit on sale of investments of Rs.290.12 crores and profit on sale of surplus lands amounting to Rs.49.71 crores, aggregating to Rs.339.83 crores as Exceptional items during the year.

Profitability

EBITDA decreased by 20% from Rs.1,594.87 crores in FY24 to Rs.1,275.85 crores in FY25 due to severe pressure in cement sale prices. The average cement price for FY25 has decreased by 10%, when compared to FY24. The EBITDA margin for FY25 stood at 15% as against 17% in FY24. Blended EBITDA per ton for FY25 have decreased by 20% from Rs.867 per ton in FY24 to Rs.690 per ton in FY25.

Profit before exceptional items and tax for FY25 is Rs. 125.91 crores as against Rs.543.47 crores in FY24, with a de-growth of 77%. Profit after Tax (PAT) up by 6% from Rs.394.98 crores in FY24 to Rs.417.39 crores in FY25 due to exceptional items and tax savings on sale of listed equity investments upon application of grandfathering provisions under Section 112A of Income Tax Act. The PAT margin stood at 5% for FY25 as against 4% during FY24.

Financial Position Analysis of the Balance Sheet - Separate Financial Statement The summary of the financial position as at 31-03-2025 is detailed below:
Particulars	2024-25	2023-24	Variance
Particulars	Rs. in crores	Rs. in crores	Rs. in crores	In %
Assets
Non-current Assets	14,143.29	13,923.74	219.55	2
Current Assets	2,230.81	2,244.61	(13.80)	(1)
Total Assets	16,374.10	16,168.35	205.75	1
Equity & Liabilities
Equity	7493.76	7,144.12	349.64	5
Non-current liabilities	4,574.63	5,060.32	(485.69)	(10)
Current liabilities	4,305.71	3,963.91	341.80	9
Total Equity and Liabilities	16,374.10	16,168.35	205.75	1

Non-current Assets

Non-current assets have increased by Rs.219.55 crores due to

the following reasons:

(a) The company incurred a capital expenditure of Rs.1,024.01 crores towards capacity expansion at Kolimigundla, acquisition of mining lands, WHRS Capacity expansion at RR Nagar and construction chemical plants besides regular capital expenditure. This is after considering non-cash adjustments viz. Depreciation and Amortisation of Rs.691.20 crores (including capitalisation of depreciation of Rs.0.02 crores), increase in capital payables of Rs.8.85 crores and other non-cash adjustments of Rs.3.10 crores. Besides the Company has derecognised the net carrying value of Rs.32.49 crores towards sale of assets during the year.

(b) The company has derecognised the carrying value of investments in equity shares of Associate, Ramco Industries Limited amounting to Rs.36.01 crores and investments in Swiggy Limited, which had the net carrying amount of Rs.50.31 crores, upon sale of such investments during the year.

The Company has also recognised fair value loss of Rs.1.65 crores during the year, through Other Comprehensive Income.

(c) The loans to subsidiaries have increased by Rs.3.35 crores and other loans such as loans to employees and service providers have decreased by Rs.2.68 crores due to loan repayments. The loans pertaining to subsidiaries carry interest on an arms-length basis.

(d) Other non-current financial assets have increased by Rs.6.49 crores mainly due to increase in deposits with electricity department.

(e) Other non-current assets decreased by Rs. 11.93 crores, mainly due to refund received from government departments following favourable orders from higher authorities in disputed case.

Current Assets

Current assets decreased during the year by Rs.13.80 crores

due to the following reasons:

(a) I nventories increased by Rs.32.74 cores due to increase in raw materials, stores and spares, work in progress and finished goods and accordingly, the inventory turnover ratio increased from 36 days to 43 days.

(b) Trade receivable decreased by Rs.130.24 crores. However, there is an increase in the average collection period from 26 days in FY24 to 34 days in FY25, due to decrease in revenue by 9% during the year.

(d) Increase in other current financial assets by Rs.4.71 crores due to increase in industrial promotion assistance receivable from Government of Andhra Pradesh.

(e) The Company has also paid advance tax, TDS and TCS amounting to Rs.20.16 crores during the year.

(f) There was a decrease in other current assets including short-term loans to the extent of Rs.13.37 crores due to decrease in claims with government departments, supplier advances and prepaid expenses.

Equity

(a) There is no change in the equity share capital during the year.

(f) Statutory liabilities decreased by Rs.59.44 crores due to decreased sale volume and drop in price in the month of March 2025 compared to the month of March 2024.

(g) Provisions increased by Rs.6.24 crores due increase in provision for compensated absences.

(h) Other liabilities decreased by Rs.4.61 crores due to decrease in current tax liabilities by Rs.3.83 crores and decrease in other liabilities by Rs.0.78 crores due to decrease in book overdraft, interest accrued but not due which is partially offset by increase in payable for capital goods suppliers, security deposits from service providers.

(g) Current ratio for the year stood at 1.05 times in FY25 as against 1.04 times in FY24.

Cash flows

Analysis of the Cash flows - Separate Financial

Statement

The summary of the Cash flows for the year ended 31-03-2025

is given below:

(b) The total comprehensive income for the year is Rs.408.77 crores. The Company has paid dividend for FY24 during FY25 amounting to Rs.59.13 crores. The Companyâs return on net worth remained at 6% for FY25 after considering the exceptional items.

Non-current liabilities

(a) Long-term Borrowings have decreased by Rs.548.16 crores due to repayment of borrowings using the proceeds from sale of investments and surplus lands. The debt-equity ratio and net debt / EBITDA stood at 0.62 times and 3.51 times respectively as at 31^st March 2025 as against 0.69 times and 3.02 times as at 31^st March 2024. Return on capital employed is maintained at 7% after considering the exceptional items. The decrease in Debt-Service Coverage Ratio from 1.85 times in FY24 to 1.29 times in FY25 is due to decrease in EBITDA by 20% on account of constant pressure on cement prices compared to FY24.

(b) Deferred Tax Liabilities increased by Rs.45.49 crores due to recognition of temporary differences of Rs.48.19 crores primarily due to depreciation and tax credit adjustments pertaining to earlier years of Rs.2.70 crores.

(c) Provisions have increased by Rs.16.80 crores due to increase in provision for mines restoration obligation. Lease Liabilities have increased by Rs.2.61 crores due to recognition of right-of-use assets in respect of long term non-cancellable adjusted for lease payments and interest on liability.

(d) Other liabilities have decreased by Rs.2.43 crores due to recognition of grant income.

Current liabilities

(a) Short-term Borrowings other than current maturities of long-term borrowings decreased by Rs.64.81 crores.

(b) Current maturities of long-term borrowings increased by Rs.348.25 crores, which is due within one year as per repayment schedule.

(c) Security deposits from customers / Customerâs credit balance with customers have decreased by Rs.713 crores because of decrease in accruals of customer rebates available for adjustment in subsequent periods which was partially offset by increase in customer deposits.

(d) Trade payables decreased by Rs.56.07 crores; however, the average payable days has increased from 32 days in FY24 to 41 days in FY25 due to decrease in revenue by 9%.

(e) Increase in factoring liability by Rs.179.37 crores, being the amount directly remitted by the customers to the Company subsequent to factoring, is disclosed as other financial liabilities, which is payable to the bank on respective due dates as per the terms of factoring arrangement.

Rs. in crores
Particulars	31-03-25	31-03-24
Net cash flows from Operating Activities	1,402.22	1,88721
Net cash flows used in Investing Activities	(545.19)	(1,899.91)
Net cash flows used in Financing Activities	(781.90)	(28.03)
Net increase / (decrease) in cash & cash equivalents	75.13	(40.73)

Net cash flows from Operating Activities

Net cash flows from Operating activities decreased by Rs.484.99 crores due to decrease in EBITDA because of pressure on cement prices and working capital release.

Net cash flows used in Investing Activities

This largely covers the Capex incurred for integrated unit at Kolimigundla, construction chemical plants and acquisition of mining lease and lands, WHRS Plant at Ramasamy Raja Nagar and other general capex for an amount of Rs.1,024.01 crores, loan given to subsidiaries for an amount of Rs.5.32 crores which was partially offset by sale of investments net of its direct expenses for Rs.375.75 crores, sale of property, plant and equipment including surplus lands for Rs.82.80 crores and interest, dividend and lease rental receipts of Rs.25.59 crores.

Net cash flows from Financing Activities

Net cash flows from Financing Activities include net repayment of borrowings for an amount of Rs.270.80 crores from the proceeds of sale of equity investments and surplus lands and payment of interests / dividend / lease liabilities of Rs.511.10 crores.

Reason for relative variation in excess of Â± 25%

(a) The trade receivables turnover in days increased by 31%, primarily due to decrease in revenue caused by pricing pressures, along with relatively longer credit periods offered to customers to drive higher sales volume.

(b) Net profit ratio has increased by 25% primarily due to exceptional item arising out of profit on sale of investments and surplus lands.

(c) Debt Service Coverage Ratio has decreased by 30% mainly due to decrease in EBITDA on account of pressure in cement prices.

Risk Management Policy

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of LODR, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and strategies to mitigate / minimisation of risk thereof. The Risk Management Policy of the Company is available at the Companyâs website, at the following weblink: https://www.ramcocements.in/investors/codes-and-policies

Risk Management

The Company has in place a well-defined risk management system to ensure identification of potential business risks. The system also has a framework which enables in implementing effective mitigation strategies. As per the ever-evolving internal and external factors, the system is periodically reviewed by the Risk Management Committee. The key risks and their mitigation measures are detailed below:

Operations and Maintenance risk

Risk arising from inadequacy or failure of internal processes, people or systems, may impact business operations. All processes and systems need to be maintained periodically for smooth functioning. Any disturbance in the operations would have adverse impact in the profitability.

Mitigation measures: To ensure smooth functioning of all processes and systems, the Company has in place well-structured standard operating procedures (SOP). These procedures also take care of the safety of the people at all times. To avoid possibility of any hazards like fire etc., the Company ensures proper storage of all hazardous material, coverage of all storage sheds, installation of explosion vents, linear heat sensing cables, fire tenders and fire hydrant. The Company is increasing the use of renewable energy and usage of alternate fuels to ensure adequate fuel availability. To avoid any crash accident within the premises, multiple precautions are in place. These preventive measures help the Company isolate itself from operations risk.

Raw material risk

Any unavailability or limited availability of important raw materials like fuels - pet coke and coal, and limestone, may result in disruption in production, resulting in impact of margin.

Mitigation measures: The Company has long term supply agreements in place for indigenous sourcing of raw materials. In addition to indigenous sources, the Company imports pet coke from Saudi Arabia, US, Gulf, etc. There are no supply constraints of pet coke. In terms of coal, while on the one hand India has ramped up its coal production, globally coal demand has softened also leading to softening in prices. The Company participates in various auctions to ensure its limestone needs are met adequately.

Logistics risk

Logistics is a crucial part of business operations. Any disruptions or increase in logistics cost may result in impact on business profitability.

Mitigation measures: The Company uses various modes of transportation like road, rail, and ports as per availability while ensuring cost optimization. To avoid damage of products in warehouse, the Company continuously educates its labourers to ensure proper handling. In addition, effective supervision helps in controlling damages. For the transit damages, the Company has insurance cover or agreement with transporters to cover any damages.

Human Resource risk

Human resource is a crucial part of organizational success. The Companyâs operations may get disrupted in case of high attrition rate, inadequate skillset of employees, overstaffing / understaffing, improper work environment and disturbances in industrial relations.

Mitigation measures: The Senior Management team meets periodically to review and execute the plan for filling key positions, arising out of retirement. Internal transfer policy is implemented for transferring employees to desired locations to manage any losses in personnel due to retirement/ resignation. Annual manpower forecast enables the Company to implement proper recruitment plan to hire right people at the right time. To ensure high retention rate, the Company has adopted employee friendly practices such as extending loan schemes, Group Medical Insurance, Group Personal Accident Insurance Scheme, car scheme, etc. The Company fosters a productive and safe work environment with open door policy and merit-based rewards and recognition. The Company also takes utmost care of safety at work and employee wellness of both physical and mental health through various programs and events, annual health check-ups, etc.

Information Technology risk

Keeping with changing times, the Company operations have been digitalised and dependent on IT systems. This makes it

mandatory to ensure data security, prevent cyber-attacks, avoid unauthorised access and misuse of sensitive information or disruption to operations.

The company has migrated to a new Smart Data centre which was designed to improve efficiency, scalability, and security while simultaneously reducing downtime and energy costs. This upgrade not only streamlines the Companyâs operations but also decreases its operational overhead, ensuring that a future-ready, sustainable, and reliable IT infrastructure is maintained.

The Company had successfully added another layer of security to its core servers. This enhancement would effectively isolate its servers from potential malware and threats, helping to minimize vulnerabilities and significantly enhancing its overall security posture.

The Companyâs IT security policy ensures protection of business information. The Companyâs IT system has been certified to ensure robustness as per industry standards.

Finance risk

The Company faces various risks arising due to volatility in interest rate, default of customer, insufficient funding for business needs, risk of guarantees or fluctuation in forex. These events may lead to financial losses for the Company.

Mitigation measures: The Company has secured its future financial needs through term loan sanctions. The Company has booked forward covers for high value import transactions insulating itself from foreign exchange fluctuation risks. To address fluctuation in interest rate, the Company closely monitors the fixed / floating ratio of financial liabilities.

The Company ensures it effectively manages servicing its repayment obligations through financial planning and analysis, forecasting cash flows regularly, monitoring and optimizing net working capital and managing existing credit facilities.

Competition risk

Given the lucrative growth prospects of the cement industry, there is heightened competitive intensity. With strong Governmentâs focus on infrastructure development, all players are stepping up their game. This poses risk to Companyâs market position.

Mitigation measures: The Company follows the strategy of âRight Product for Right Applicationâ which helps strengthen its

ability to market its capacities efficiently. The MACE Division of the Company educates the end users for making right choice to suit their specific requirements. The Company has enhanced its efforts in the Projects and Infrastructure segments. The Company motivates its dealers through close and continuous engagement which helps to not only maintain but also improve its counter share. Initiatives in building brand awareness and brand consciousness among the public, has enabled the Company to have a healthy moat against competition.

Commodity price risk

Commodity price risk arises on account of fluctuations in price of raw materials and fuels viz. coal and pet coke, which are linked to international developments. Since these are primary costs in cement production, any adverse fluctuation in these prices can lead to significant drop in operating profitability.

Mitigation Measures: The Company maintains adequate inventory of these raw materials. It also closely monitors the prices to make optimal buying decisions, including entering of long term contracts. The R & D division strives to develop usage of alternative fuels and optimum fuel mix to reduce the impact of the risk.

Mining operation risk

Mining is an integral part of our business operation. Mining operations involve numerous risks that need to be evaluated on and mitigate, including safety hazards, environmental impacts, operational and natural disruptions, handling of explosives, logistics availability and operational safety. Any disruptions in mining activity may result in impact on business profitability.

Mitigation Measures: All the Mines are under the supervision of a manager who possess a first class Mine Manager Certificate issued by DGMS. All the mines Boundary are earmarked, fenced and properly gated with round-the-clock security and access control, which prevent the unauthorised entry into the Mines area. The Operation of heavy Earth Moving machinery inside Mine area is done by Operators who were trained and holding a valid Certificate. SOPs are framed for every operational activity inside Mining area and validated by the safety Committee. Personal protective equipment like helmets, safety shoes, reflective vests, ear plugs, masks are being provided to the people working in Mining area for their safety.

The explosives are being stored at the Licensed premises as approved by PESO (Petroleum & explosive safety organisation) of India and are guarded round the clock. Explosive used in Mines for blasting are handled by the authorised person as per the strict protocol laid by DGMO in day light. The stocks of explosives are taken daily and updated in the PESO website. The explosives are purchased from the authorised vendor on a monthly basis and transported through a licence explosive van. All the Mines are equipped with safety management system, where the individual risk and mitigate measures are reviewed

periodically with cross functional teams, documented and implementation is monitored.

Separate SOP is being followed for each operation inside the Mines area and monitoring is being done at the company level.

The Company is having a well-developed in-house Vocational Training Centre approved by Directorate General of Mines Safety and training is being given to the Mines operators at regular intervals for skill upgradation.

Human Resources

Our employees are our brand ambassadors, embodying our values and mission. By empowering them to excel, we not only enhance their careers but also strengthen our organisationâs foundation for long-term success. By investing in our employeesâ development, well-being and engagement, we foster a positive work environment that encourages collaboration, creativity and productivity. This, in turn, leads to increased job satisfaction, retention and overall business success.

Talent Sourcing

The Company placed significant emphasis on strengthening its human capital by enhancing its talent sourcing strategies. Recognizing that people are our most valuable asset, we continued to adopt a proactive and diversified approach to talent acquisition, ensuring alignment with our long-term business objectives and organizational culture.

Key initiatives included the expansion of digital recruitment platforms, leveraging employee referral programs, and fostering strategic partnerships with universities and technical institutions to build a sustainable talent pipeline. We also enhanced our employer branding through targeted campaigns to attract high-calibre candidates across functions and geographies.

In line with our commitment to diversity and inclusion, our talent sourcing efforts aimed at creating a balanced and inclusive workforce, thereby enriching our organizational capabilities. These efforts have enabled us to attract professionals with the right skill sets and mindset to drive innovation, operational excellence, and future growth.

We remain committed to continuously refining our recruitment processes to remain competitive in a dynamic talent market.

Performance Management Systems (PMS)

The Company recognizes that a robust Performance Management System (PMS) is integral to driving employee productivity, accountability, and organizational growth. During the year under review, we continued to enhance our PMS to ensure it remains transparent, objective, and aligned with our strategic goals.

Our performance management framework emphasizes continuous feedback, goal setting, competency development, and regular performance reviews. The system enables clear

articulation of expectations and supports employees in achieving both individual and team objectives. It also provides a basis for identifying high performers, addressing skill gaps, and facilitating career development.

The PMS continues to play a vital role in fostering a high-performance culture, rewarding merit, and aligning employee contributions with the Companyâs mission and values.

Skill Enhancement

The Company remains committed to the continuous development of its workforce through structured skill enhancement initiatives. In an increasingly dynamic business environment, equipping employees with relevant knowledge and competencies is vital to sustaining performance and driving innovation.

Targeted training programs were implemented across all levels of the organization, focusing on technical skills, leadership development, digital literacy, and domain-specific expertise. These initiatives were delivered through a combination of in-person workshops, virtual learning platforms, and on-the-job training, ensuring flexibility and accessibility for all employees.

We also partnered with reputed training institutions and subject matter experts to deliver high-impact learning experiences tailored to evolving industry requirements. Special emphasis was placed on upskilling employees in emerging technologies and regulatory compliance to enhance operational efficiency and ensure business continuity.

These efforts have not only improved individual capabilities but also contributed to building a future-ready workforce aligned with the Companyâs strategic objectives.

Employee Well-Being

We believe that a healthy, engaged, and motivated workforce is fundamental to sustainable business performance. During the year under review, we undertook several initiatives aimed at supporting the physical, mental, emotional, and social well-being of our employees.

Our comprehensive well-being framework included regular health check-ups, wellness webinars, mental health counselling support, fitness programs, and access to digital health platforms. We also enhanced flexibility in work arrangements, promoting a healthy work-life balance and reducing workplace stress. The Company has full-fledged most modern township in all its factories. The Company remains committed to fostering a positive environment that promotes resilience, inclusivity and overall employee satisfaction.

Recognition and Reward

The Company firmly believes that recognizing and rewarding employee contributions is essential to fostering a high-performance culture and enhancing motivation across all

The Company provides Transport services, Manpower services and Information Technology related services, mainly involving Software Implementation services.

The revenue of the Company for the year ended 31-03-2025 on standalone basis was Rs.57.34 crores as against Rs.48.18 crores for the previous year. The Companyâs profit after tax was Rs.3.26 crores as against Rs.1.50 crores for the previous year. The Total Comprehensive Income of the Company for the year was Rs.2.99 crores as against Rs.1.99 crores of the previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Subsidiaries and Associates is attached in Form AOC-1 as Annexure-1. The contribution of Subsidiaries and Associates to the overall performance of the Company are available in Form AOC-1.

In accordance with Regulation 46(2)(s) of LODR, separate audited financial statements of the above subsidiary companies are placed in the website of the Company.

Consolidated Financial Statements

The Company has 4 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited and Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of LODR, Companies are required to prepare a consolidated financial statement of the Company and of all the Subsidiaries and Associate Companies, which shall also be laid before the Annual General Meeting of the Company.

Accordingly, the consolidated financial statements incorporating the accounts of Subsidiary Companies and Associate Companies, along with the Auditorsâ Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Companyâs website at the following Link: https://www.ramcocements.in/investors/financials

Separate audited accounts in respect of the subsidiary companies are also made available at the Companyâs website.

The Company will provide a copy of separate audited financial statements in respect of its Subsidiary Companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to Rs.272.65 crores for the year ended 31-03-2025 as compared to Rs.359.95 crores of the previous year.

levels. During the year under review, we continued to strengthen our recognition and reward mechanisms to celebrate excellence, encourage innovation, and reinforce desired behaviours aligned with our core values.

Our approach includes both monetary and non-monetary rewards, encompassing performance-pay, long-service awards, and team-based appreciations. These initiatives are designed to be fair, transparent, and inclusive, ensuring that outstanding efforts are acknowledged promptly and meaningfully. By continually refining our recognition practices, we aim to nurture talent, build employee loyalty, and drive sustained organizational success. During the year under review we felicitated 291 employees for their long service in the organisation. The retention ratio for the Company is 90.5%, continuing to be above 90%. 49% of our employees are with our Company for more than 10 years.

Subsidiary Companies

The Company has two subsidiaries, viz. Ramco Windfarms Limited and Ramco Industrial and Technology Services Limited.

The Company has no material subsidiaries.

Ramco Windfarms Limited (RWL)

The Share Capital of RWL is Rs.1 crore, out of which 71.50% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of RWL was 39.835 MW as on 31-03-2025 comprising of 127 Wind Electric Generators. The Company had generated 284.36 lakh units of power as compared to 364.96 lakh units of power during the previous year.

The revenue for the Company for the year ended 31-032025 was Rs.8.03 crores compared to Rs.15.15 crores for the previous year.

The Company had incurred a loss of Rs.11.38 crores for the year ended 31-03-2025 as against a loss of Rs.11.66 crores for the previous year.

The Total Comprehensive Income of the Company for the year was Rs.(11.38) crores as against Rs.(11.66) crores of the previous year.

Ramco Industrial and Technology Services Limited (RITSL)

The Share Capital of RITSL is Rs.4.78 crores, out of which 94.11% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The consolidated total comprehensive income for the year ended 31-03-2025 was Rs.262.88 crores as against Rs.424.15 crores of the previous year.

Directors and Key Managerial Personnel

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is reported that, the Company had appointed Smt.Soundara Kumar as Non-Executive Independent Director, for a period of 5 consecutive years commencing from 19^th March 2025 to 18^th March 2030. The resolution for her appointment was approved by the Shareholders by way of Special Resolution, through Postal Ballot process.

Further, Smt. Justice Chitra Venkataraman (Retd.), Director, had retired on 19^th March 2025, after completing her second term of five consecutive years in office, in accordance with the Special Resolution passed by the Shareholders of the Company at the AGM held on 8^th August 2019.

Shri.R.Dinesh retires at the forthcoming AGM and offers himself for reappointment. His reappointment has been included as an Ordinary Resolution, in the Notice convening the AGM scheduled to be held on 13-08-2025. The disclosures for his reappointment, as required under Secretarial Standard-2 are available in the notice convening the AGM.

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

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

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

The Company had formulated a Code of Conduct for the Directors and Senior Management personnel and the same has been complied with.

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

As per Proviso to Section 178(4) of the Companies Act, 2013, the salient features of the Nomination and Remuneration Policy

should be disclosed in the Boardâs Report. Accordingly, the following disclosures are given:

Salient Features of the Nomination and Remuneration Policy: The objective of the Policy is to ensure that:

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

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

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

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

The web address of the Policy is -https://www.ramcocements.in/investors/codes-and-policies

As required under Regulation 25(7) of LODR, the Company has programmes for familiarisation for the Independent Directors about the nature of the industry, business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of LODR, the details of the Familiarisation Programme for Independent Directors are available at the Companyâs website, at the following link -

https://www.ramcocements.in/investors/management

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

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

Board Evaluation

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

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

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

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

Meetings

During the year, 5 Board Meetings were held. The details of Meetings of the Board and Committees held during the financial year including the number of Meetings attended by each Director are given in the Corporate Governance Report. The details of Committees constituted by the Board are available in the Corporate Governance Report. Subsequent to the retirement of Smt. Justice Chitra Venkataraman (Retd.) and appointment of Smt.Soundara Kumar, there have been changes in the composition of the Board Committees. The revised composition of the Committees are available in the Corporate Governance Report.

Recommendations of Audit Committee

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

Secretarial Standards

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

Public Deposits

The Company has stopped accepting deposits from 01-04-2014 and have repaid / transferred to IEPF the deposits as the case may be and no deposit amount is pending with the company.

Orders Passed by Regulators

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

Internal Financial Controls

In accordance with Section 134(5)(e) of the Companies Act,

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

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments along with the purposes are provided under Notes No. 12, 13, 14, 21 and 50 of Notes to the Separate Financial Statements.

Audits

Statutory Audit

The Members at the Annual General Meeting held on 10-082022 have appointed M/s.Ramakrishna Raja And Co., Chartered Accountants, (FRN: 005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN: 015041S), as the Statutory Auditors of the company for their second term of five years from the conclusion of the 64^th Annual General Meeting, till the conclusion of the 69^th Annual General Meeting of the Company.

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

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

Cost Audit

As per Rule 3 of Companies (Cost Records and Audit) Rules,

2014, the Company is required to maintain cost records and accordingly such records and accounts are made and maintained.

The Board of Directors had approved the appointment of M/s. Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records for the year 2025-26 at a remuneration of Rs.700,000/- (Rupees Seven lakhs only) exclusive of GST and out-of-pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 67^th Annual General Meeting scheduled to be held on 13-082025, for ratification by the Members.

The Cost Audit Report for the financial year 2023-24, due to be filed with MCA by 24-08-2024, had been filed on 21-08-2024. The Cost Audit Report for the financial year 2024-25 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the Ministry of Corporate Affairs, within 30 days of such submission.

Secretarial Audit

M/s.Sriram Krishnamurthy & Co., Company Secretaries (formerly known as M/s.S.Krishnamurthy & Co.), who are the Secretarial Auditors of the Company for the year 2024-2025, had conducted the Secretarial Audit. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31^st March 2025 is attached as Annexure-2. The report does not contain any qualification, reservation or adverse remark.

As per Regulation 24A(1)(b) of LODR, on the basis of recommendation of Board of Directors, a listed entity shall appoint the Secretarial Auditor / Secretarial Audit Firm for a term of five consecutive years with the approval of its shareholders at the AGM. Accordingly, the Board of Directors at their meeting held on 22-05-2025 have recommended M/s. Sriram Krishnamurthy & Co., Company Secretaries, as the Secretarial Auditors for the Company. The matter relating to their appointment has been included in the Notice convening the AGM, for Membersâ approval.

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

Annual Return

The draft of the Annual Return for the year ended 31^st March 2025 in Form MGT-7 is available in the Companyâs website at the following link:

https://www.ramcocements.in/investors/shareholders Corporate Governance

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No.12(l) of Corporate Governance Report.

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

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Secretarial Auditor that none of the Companyâs Directors have been debarred or

disqualified from being appointed or continuing as Directors of Companies, is enclosed as Annexure-5.

Corporate Social Responsibility

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

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

Vigil Mechanism / Whistle Blower Policy

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

Related Party Transactions

No transaction with any related party is material in nature, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Notes to the Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs website and its weblink is -

https://www.ramcocements.in/investors/codes-and-policies

As required under 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is -

https://www.ramcocements.in/investors/codes-and-policies

Material Changes since 1^st April 2025

Government of Tamil Nadu on 20-02-2025, had passed a new Act, viz. Tamil Nadu Mineral Bearing Land Tax Act, 2024,

which had come into effect from 04-04-2025. As per the Act, the Company is required to pay a tax of Rs.160/- per tonne of limestone mined in Tamil Nadu.

Other than this, there have been no material changes affecting the financial position of the Company between the end of the financial year and till the date of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees and Related Disclosures

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

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

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

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

The Plans are intended to:

â¢ Create a sense of ownership within the organisation;

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

â¢ Retain and motivate Employees;

â¢ Encourage Eligible Persons to align their performance with Company objectives;

â¢ Reward Eligible Persons with ownership in proportion to their contribution;

â¢ Align interest of Eligible Persons with those of the organisation.

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

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

The details as required under Part F of Schedule I read with Regulation 14 of SEBI (Share Based Employee Benefits

and Sweat Equity) Regulations, 2021, are disclosed on the Companyâs website and the web link is given below: https://www.ramcocements.in/investors/shareholders

Credit Rating

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

Awards

The Company has been receiving various awards in Environment, Health & Safety, CSR, Energy Efficiency, etc. More details are available in page 39.

Business Responsibility and Sustainability Report (BRSR)

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

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited.

Investor Education and Protection Fund (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years, transferred to IEPF, during the year under review are detailed below:

Dividend Details	Amount Date of Transfer Transferred - Rs. to IEPF
2016-17	43,95,111/- 29-08-2024
Shares transferred to IEPF, during the year under review are
detailed below:
No. of Shares	Date of Transfer to IEPF
60,457	12-09-2024

Directorsâ Responsibility Statement

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

Directors confirm that

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

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

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

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

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

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

Acknowledgement

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

Mar 31, 2024

The Directors have pleasure in presenting their 66^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2024.

Rs. in crores
Separate Financial Statements	31-03-2024	31-03-2023
Total Income	9,392.17	8,171.97
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)	1,594.87	1,218.65
Less: Interest	415.53	240.52
Profit Before Depreciation & Tax (PBDT)	1,179.34	978.13
Less: Depreciation	635.87	504.44
Profit Before Tax (PBT)	543.47	473.69
Less: Tax Expenses
Current Tax	42.78	24.37
Current Tax adjustment of earlier years	(1.86)	1.31
Deferred Tax	110.53	105.20
Deferred Tax adjustment of earlier years	(2.96)	(0.73)
Profit After Tax (PAT)	394.98	343.54
Other Comprehensive Income [Net of tax credit of Rs.2.69 crores (PY: Rs.1.48 crores)]	2.92	(3.91)
Total Comprehensive Income (TCI)	397.90	339.63

Capital and Debt Structure

The paid-up capital of the Company is Rs.23,62,92,380/- consisting of 23,62,92,380 shares of Rs. 1/- each. There has been no change in the Capital Structure of the Company during the year under review.

The Company does not have any Scheme for issue of sweat equity to the employees or Directors of the Company.

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

The details of Secured Redeemable Non-Convertible Debentures issued during the year under review are given below:

(a)	Name of the Series	780% Series - L	780% Series - M	780% Series - N
(b)	Date of issue of the securities	11-03-2024	11-03-2024	11-03-2024
(c)	Date of allotment of the securities	12-03-2024	12-03-2024	12-03-2024
(d)	Number of securities	15,000	15,000	20,000
(e)	Type of issue	Private Placement	Private Placement	Private Placement
(f)	Details of the debt restructuring pursuant to which the securities are issued	Not applicable	Not applicable	Not applicable
(g)	Issue price - per instrument	Rs.1.00 lakh	Rs.1.00 lakh	Rs.1.00 lakh
(h)	Coupon rate	780%	780%	780%
(i)	Maturity date	12-09-2028	12-12-2028	12-03-2029
(j)	Amount raised	Rs.150.00 crores	Rs.150.00 crores	Rs.200.00 crores
There are no deviations in the use of proceeds from the objects stated in the Offer Document issuing such debentures.

Dividend

Your Directors have pleasure in recommending a dividend of Rs.2.50 per share [PY: Rs.2/- per share] on the equity capital of the Company. This would entail an outflow of Rs.59.13 crores with a pay-out ratio of 14.97% of Companyâs consolidated post tax profit. As per the Dividend Distribution Policy of the Company, the Company should strive to distribute at least 10% of consolidated post tax profit as dividend.

The payment of dividend is in accordance with the âDividend Distribution Policyâ of the Company. The Policy is available on the website of the Company under the weblink:

https://www.ramcocements.in/investors/codes-and-policies

The Dividend Distribution Policy forms part of this Report.

Transfer to General Reserves

After appropriations, a sum of Rs.200 crores has been kept as retained earnings of the Company and a sum of Rs.375.07 crores has been transferred to General Reserve. As on 31-032024, the General Reserve stands at Rs.6,887.32 crores.

Taxation

The Company has made current tax provision of Rs.45.74 crores (PY: Rs.22.89 crores), out of which Rs.2.96 crores is recognised in Other Comprehensive Income (OCI). [PY: Rs.(1.48) crores].

Current tax adjustments of earlier years is Rs.(1.86) crores as against Rs.1.31 crores during the previous year.

The deferred tax for the year ended 31-03-2024 is Rs.104.88 crores (PY: Rs.105.20 crores), out of which, deferred tax of Rs.(5.65) crores is recognised in OCI (PY: Nil).

Deferred tax credit adjustments pertaining to earlier years, for the year ended 31-03-2024 is Rs.2.96 crores as against Rs.0.73 crores during the previous year.

Management Discussion & Analysis

Macro-Economic Review Global Economy

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

Advanced Economy

Steady employment growth and a pick-up in consumer confidence despite continued monetary tightening by major central banks aided the growth of advanced economies.

Growth in advanced economies is expected to improve slightly from 1.6% in 2023 to 1.7% in 2024 and 1.8% in 2025.

Emerging Markets and Developing Economies

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

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

Indian Economy

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

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

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

(Source: NSO, World bank)

Cement Industry Review

The Indian cement industry is the one of the largest globally only second to China. India comprises ~8% of the total installed capacity. In 2023-24, cement manufacturers added 43 million tonne (MT) capacity, the highest in the past 12 years, taking the total installed capacity to beyond 630 MT per annum (MTPA). For the first time in the past decade, cement utilisation levels crossed the 70% mark in 2023-24 to touch 72%.

The demand for cement industry has been steadily growing in the recent years. In FY24, the cement demand in India, is estimated to have grown by 8 to 9% y-o-y. Volume-driven growth is witnessed primarily led by housing demand, multiple infrastructure projects for construction of roads, expressways, airports, metro rail, and strong uptick in rural demand led by the Pradhan Mantri Awas Yojna - Gramin. In Tamil Nadu and Andhra Pradesh, the cement demand was affected due to heavy rain and cyclones in the third quarter of 2023-24.

The cement prices were subdued during the year under review, due to intensified competition among industry players across various regions.

(Source: CARE, CRISIL)

Growth drivers

â¢ Bharatmala project: The Government has set a target to lay down 60,000 kms of road with a total outlay of Rs. 6.9 lakh crores out of which 34,800 kms are targeted in Phase-I. Till December 2023, road projects spanning 15,549 kms have been built under Phase-I.

â¢ Metro expansion: Around 874 kms of metro rail is operational in 20 cities and about 980 kms is under construction.

â¢ Infrastructure push: The Governmentâs thrust on infrastructure under the National Infrastructure Pipeline (NIP), along with individual State Governmentâs efforts to increase capex will drive healthy infrastructure-led demand growth in the medium term.

â¢I IGrowing in residential real estate: The Indian

residential real estate sales touched newer heights in 2023, with a total of 4.1 lakh units, up 33% y-o-y. The strong momentum of 2023 is expected to continue with the uptrend in 2024 led by the prevailing sentiment of home ownership. Stable/reduction in interest rate as inflation remains under control, and escalation in property prices signal healthy growth in the residential segment.

â¢ Rising in office space demand: The Office segment saw steady improvement in 2023 with the top 8 cities registering transaction volume of 59.6 million sq. ft. It is expected that driven by the growth in artificial intelligence, data science etc., the tech sector will drive the demand for office space.

â¢ Expanding in commercial and hospitality segments:

2023 saw strong growth in retail, logistic and warehouse segment of real estate with retail leasing touching 4.2 million sq. ft and prominent mall completions. With the growth in tourism, especially spiritual tourism, the hospitality segment of real estate is witnessing good

traction with big brands looking to launch new projects in tier II cities which remain currently less explored.

â¢ Lowest per capita cement consumption: Indiaâs per capita cement consumption at 216 kg remains well below the global average of 525 kg. With governmentâs strong push for infrastructure development and housing for all, this gap is expected to be bridged in the near future presenting humongous growth opportunities for the cement sector.

Company Review Cement Division

The Division has sold 180.89 lakh tons of cement during the year compared to 148.21 lakh tons in the previous year, registering a y-o-y growth of 22%. The revenue including scrap sales and other operating income from this division for the current year is Rs.9,140.69 crores (net of applicable taxes) compared to Rs.7,937.27 crores (net of applicable taxes) during the previous year, showing an increase of 15%.

Out of the above, the Companyâs cement exports accounts for 0.99 lakh tons for a value of Rs.51.23 crores as against 0.67 lakh tons for a value of Rs.32.68 crores during the previous year.

Dry Mortar Division

The Division has sold 3.07 lakh tons of Dry Mortar products accounting for a revenue of Rs.194.37 crores (net of applicable taxes) during the year as against 2.03 lakh tons of Dry Mortar products accounting for a revenue of Rs.135.42 crores (net of applicable taxes) during the previous year.

Out of the above, the Companyâs dry mortar exports accounted for 89 tons for a value of Rs.0.10 crores as against 123 tons for a value of Rs.0.14 crores during the previous year.

Ready Mix Concrete Division

The Division has sold 21,914 cu.m. of concrete during the year, accounting for a revenue of Rs.12.03 crores (net of applicable taxes) compared to 26,983 cu.m. of concrete accounting for a revenue of Rs.14.45 crores (net of applicable taxes) during the previous year.

Wind Farm Division

The Division has generated 2,117 lakh units as compared to 2,233 lakh units in the previous year. Out of this, 2,050 lakh units were generated from the wind farms in Tamil Nadu and 67 lakh units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 1,975 lakh units were meant for adjustment against the power consumed in our plants and balance 75 lakh units were sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs.2.71 crores. From June 2023, the existing energy purchase agreements have been converted into energy

wheeling agreements, for the purpose of captive consumption. Including previous balances, a sum of Rs.54.34 crores was outstanding from TANGEDCO as on 31^st March 2024.

The 67 lakh units generated during the year under review in Karnataka have been banked with Bangalore Electricity Supply Company Limited (BESCOM) and out of this 66 lakh units have been adjusted during the year. The balance 1 lakh units will be adjusted against the power consumed in our plant in subsequent periods.

77 lakh units generated in the year 2021-22, remained unbilled.

The income during the year from the Division was Rs.2.74 crores compared to Rs.48.13 crores in 2022-23.

Divestment of holdings held in Lynks Logistics Limited

During the year under review, the Company had sold its entire shareholding of 49,95,16,202 equity shares held in Lynks Logistics Limited (Lynks) to Bundl Technologies Private Limited (âBundlâ, operating under the brand name âSwiggyâ) and simultaneously acquired 24,07,244 Compulsory Convertible Preference Shares (CCPS) of Bundl, in consideration of the sale of shares. The Share Subscription and Purchase Agreement was entered into on 12-07-2023 and the transaction was completed on 29-08-2023. Hence, the Company ceased to be an Associate Company.

Other Income

Other income during the year was Rs.42.34 crores compared to Rs.36.70 crores in 2022-23.

Net Revenue

The net revenue for the company for current year is Rs.9,392.17 crores (net of applicable taxes) compared to Rs.8,171.97 crores (net of applicable taxes) during the previous year, showing an increase of 15%. The companyâs net revenue has crossed the Novem milia crores mark for the first time.

Power Plants

The Companyâs thermal power plants aggregating to a capacity of 175 MW are located at its cement manufacturing plants. The thermal power plants act as source for captive power for the Company, and the power generated from the thermal power plants are used for self-consumption in cement manufacturing.

Capital Expenditure Programmes - New Projects

The status of the projects is given below.

Cement Plants Kolimigundla

The Kolimigundla unit commissioned in the year 2022-23, had achieved its rated output. During the year under review, the company had identified scope for increasing the clinkerisation capacity. By carrying out de-bottlenecking measures, the clinkerisation capacity was increased from 2.50 Million

Tonnes Per Annum (MTPA) to 3.15 MTPA during the third quarter of 2023-24.

The 3^rd phase of Waste Heat Recovery System (WHRS) of 3.15 MW capacity was commissioned in August 2023. With this, the aggregate capacity of WHRS at Kolimigundla plant had increased to 12.15 MW.

The thermal power plant of 18 MW capacity is expected to be commissioned in 2024-25 as against 2023-24 as informed in the Boardâs Report for the year ended 31^st March 2023.

At the Boardâs Report for the year ended 31^st March 2023, it was informed that the railway siding would be commissioned in 2023-24. During the execution of the project, it was decided to install additional siding line from the main line, to enable flexibility in the operation. Also, as per the local requirements, additional bridges, underpasses and culverts had been constructed. Because of the above, there had been a delay in completion of the project and is expected to be commissioned during 2024-25.

Increase in cost

The Company had continued to build-up common infrastructure such as clinker silos, cement silos, lorry loading and wagon loading systems, coal shed for thermal power plant, limestone shed, hoppers, etc. which would be useful for both Line I and Line II and for future expansion at the plant.

Because of creating additional infrastructure facilities, improvements in the railway siding front and increase in interest and pre-operative expenses, the cost of installation of Line I at Kolimigundla had increased from Rs.3,000 crores to Rs.3,500 crores.

Establishment of Line II

Considering the demand for cement and successful operation of Line I, it was decided to expand the capacity of Kolimigundla plant by establishing Line II. It is proposed to install a Kiln of 7,500 tonnes per day capacity, which is similar to the one installed in Line I. The second line will have the following capacities:

Clinkerisation Capacity	3.15 MTPA
Cement Grinding Capacity	1.50 MTPA
WHRS	15.00 MW

The cost of establishment of Line II is estimated at Rs.1,250 crores. The project is expected to be commissioned in 2025-26.

Ramasamy Raja Nagar

The limestone benefication plant at the Pandalgudi Mines had been commissioned in June 2023, as against July 2023 as informed at the Boardâs Report for the year ended

31^st March 2023. The aggregate project cost for modernisation of the Ramasamy Raja Nagar plant involving establishment of Line III and limestone benefication plant at Pandalgudi Mines has increased from Rs.817 crores to Rs.849 crores. The project has helped to achieve better power and fuel efficiencies besides reduction in fugitive dust emissions and carbon emissions.

The company is in the process of establishing a WHRS of 10 MW capacity to be commissioned by March 2025.

Ariyalur

At the Ariyalur plant, the Company had made de-bottlenecking of the Pyro processing system in both Line 1 and Line 2 Kilns. The de-bottlenecking enhanced the combined clinkerisation capacity by 1000 TPD. This amounted to annual clinker production increase of 0.35 MTPA. The de-bottlenecking activities included design, engineering and execution which were carried out by the Companyâs in-house team. The clinkerisation capacity of the Ariyalur plant had increased from 3.27 MTPA to 3.62 MTPA.

Odisha Grinding Unit

As informed at the Boardâs Report for the year ended 31^st March 2023, the Company had established Line II at its Odisha Grinding Unit with a capacity of 0.90 MTPA and the same had been commissioned in March 2024. The cost of the project was Rs.130 crores.

Budawada Mines

During the year under review, the Company had commissioned infrastructure facilities for transportation of limestone from

Budawada Mines to its Jayanthipuram Plant, at a cost of Rs.250 crores. The project was inaugurated by the Honourable Prime Minister, Shri.Narendra Modi on 12^th March 2024 under the Gati Shakti Mission.

Dry Mortar Plants

At the Boardâs Report for the year ended 31^st March 2023, it was informed that the new dry mortar plants at Jayanthipuram and Haridaspur were expected to be commissioned in 2023-24. The plant at Jayanthipuram has become ready for commissioning. The plant at Haridaspur is expected to be commissioned during September 2024.

Acquisition of Mining Lands

During the year under review, the Company had identified and acquired limestone bearing lands in Nandyal District, Andhra Pradesh, owned by Prism Johnson Limited (âPrismâ). The area so acquired is 1,393.26 acres, located in the villages of Kotapadu and Kalavatla, Kolimigundla Mandal, Nandyal District, Andhra Pradesh. The Company has also got the mining lease transferred in its name from Prism.

With regard to the E-Auction conducted for the Bommanalli Limestone Block in Karnataka, the Company has been declared as the Preferred Bidder, by Department of Mines and Geology, Government of Karnataka. The Company has acquired 657 acres of land and further acquisition is in progress.

During the year under review, the Company had incurred Rs.1,922.38 crores towards capital expenditure.

Financial Performance

Analysis of the Statement of Profit and Loss - Separate Financials

The summary of key components of the Statement of Profit and Loss for the financial year 2023-24 is detailed below:

Particulars	2023-24	2022-23	Variance
Particulars	Rs. in crores	Rs. in crores	Rs. in crores	%
Revenue
Sale of Products	9,319.53	8,052.28	1,26725	16
Income from Wind power	2.74	48.13	-45.39	-94
Other Operating revenue	2756	34.86	-730	-21
Other Income	42.34	36.70	5.64	15
Total Revenue	9,392.17	8,171.97	1,220.20	15
Operational Expenses
Cost of material consumed	1,745.18	1,35707	388.11	29
Change in inventories of finished goods & WIP	-2713	-14.10	-13.03	-
Employee Benefits Expenses	526.81	460.52	66.29	14
Transportation and Handling	1,953.38	1,602.98	350.40	22

Particulars	2023-24	2022-23	Variance
Particulars	Rs. in crores	Rs. in crores	Rs. in crores	%
Power and Fuel	2,554.89	2,661.60	-106.71	-4
Other Expenses, net of self-consumption	1,044.17	885.25	158.92	18
Total Operational Expenses	779730	6,953.32	843.98	12
EBITDA	1,594.87	1,218.65	376.22	31
Depreciation & Amortization Expense	635.87	504.44	131.43	26
Finance Costs	415.53	240.52	175.01	73
Profit Before Tax	543.47	473.69	69.78	15
Tax Expenses	148.49	130.15	18.34	14
Profit After Tax	394.98	343.54	51.44	15
Other Comprehensive Income	2.92	(-)3.91	6.83	-
Total Comprehensive Income	39790	339.63	58.27	17

Revenue

The company has achieved a milestone of surpassing 9,000 crores in total revenue. Cement sales, inclusive of dry mix, increased to 18.40 MT from the previous yearâs 15.02 MT, registering an industry leading volume growth of 22% during FY24. However, amidst this growth, there was a 6% decrease in the average net realizable sale price of cement due to constant pressure on cement prices across all regions. Despite the price pressure, the share of premium products increased to 28% in FY24 as against 26% in FY23 highlighting the effectiveness of companyâs strategy of right cement for right applications. This continued emphasis further helped to strengthen the companyâs brand in the market.

Wind power revenue has decreased due to transition from âSale to Boardâ to âCaptive use of wind powerâ. Out of 21.17 crores units generated during FY24, 20.42 crores units were captively consumed.

Other Operating income witnessed a decrease mainly due to reduction in grant income from Rs.15.27 crores to Rs.2.48 crores, which was offset by increase in other income attributed to increase in interest income, profit on sale of PPE (Property, Plant and Equipment) and other non-operating income.

Cost of materials consumed

During the year, cost of materials consumed in FY24 has increased by 29% compared to FY23. The main reason for increase is primarily attributed to higher clinker production by 18% and cement production by 22% during the year. Additionally, an increased inter-unit movement of clinker to grinding plants by 11% during the year has led to cost increase. Moreover, the levy of busy season surcharge by railways for the extended period during FY24 has impacted the cost of inward movements when compared to FY23. In addition, cost of materials consumed for FY24 also reflect inflationary impact on prices of other raw materials viz. Fly ash, Slag, Gypsum and other additives.

As a % of revenue, cost of materials consumed for the year under review accounted for 18.58% in FY24 as against 16.61% in FY23.

Changes in inventories of finished goods / work-inprogress

The increase in inventories of finished goods / work-in-progress was mainly due to increase in process inventory including clinker.

Employee Benefits Expenses

The employee cost for the year increased by 14%. This increase was mainly driven by increments in annual salaries and a rise in head count from 3,507 as at 31^st March 2023 to 3,647 as at 31^st March 2024. During FY24, employee cost of Rs.0.52 crores was capitalized as directly attributable expenditure for the construction of plant and equipment as against Rs.21.12 crores in FY23. The absorption of employee benefits expenses was better in view of improved operating leverage.

As a % of revenue, the employee cost for the year under review stood at 5.61% in FY24 as against 5.64% in FY23.

Transportation and Handling expenses

During the year, Transportation and Handling expenses for FY24 increased by 22% compared to FY23 mainly due to sale volume growth of 22%. The reduction in diesel price of 1% and the reduction in lead distance by 18 KMs in FY24 were offset by levy of busy season surcharge at 15% on rail freight for the extended period, which has pushed up the overall transportation cost marginally. The rail co-efficient in FY24 is 8% as against 11% during FY23. There has been an increase in handling expenses due to general increase of labour cost pertaining to cement handling.

As a % of revenue, transportation and handling expenses for the year under review remains at 20.80% in FY24 as against 19.62% in FY23.

Power and Fuel

During the year, power and fuel cost for FY24 have decreased by 4% compared to FY23 in view of lower fuel price compared to its peak level fuel price in FY23, despite increase in clinker production by 18% and increase in cement production by 22%. The blended fuel consumption per ton of material have come down from $177 in FY23 to $149 in FY24.The rupee depreciation by 3% during FY24 also impacted the fuel cost.

The Company uses both pet coke / coal for kiln operations depending upon cost per Kcal of the respective fuel. The blended cost per Kcal for FY24 was Rs.1.75 as against Rs.2.20 during FY23. The pet coke usage was 52% in FY24 as against 55% in FY23, and coal usage was 42% in FY24 as against 32% in FY23.

The power generation from WHRS with a capacity of 43 MW has led to significant reduction in the overall power cost. During FY24, around 96% of power generated from windmills were captively consumed as against 30% in FY23. The Companyâs strategy of transition of wind power capacity from âSale to Boardâ to âCaptive useâ during the year has helped to reduce the power cost besides reducing the carbon footprint significantly. During FY24, 42% (PY: 56%) of the total power requirements were met from captive thermal power plants, 24% (PY:22%) from electricity grids and 34% (PY: 22%) from Green Power viz. wind power, and WHRS.

The power & fuel cost has decreased by Rs.382 per ton of cement during the year. Power and fuel cost accounted for 2720% of revenue in FY24 as against 32.57% in FY23.

Other expenses

Other expenses increased by Rs.158.92 crores i.e by 18%. The packing material expenses has increased by Rs. 16.29 crores due to increase in sale volume by 22%. Insurance, R & M, Stores & Spares, Rates & Taxes, Outsourcing cost and Security charges increased by Rs.66.12 crores due to commissioning of additional manufacturing locations in RRN Line III, Kolimigundala and Dry Mortar Plants. However, this was offset by decrease in other administrative expense cost by Rs.4.98 crores due to lower travel expenses in FY24.

During the year, the Advertisement / sales promotion expenses have increased by Rs.32.27 crores due to increased intensity of brand building measures. Selling Agents Commission and Other Selling Expenses have increased by Rs.33.72 crores because of increase in B2B volume.

The company has made political contribution for Rs.35 crores in FY24 as against Rs.20.50 crores in FY23. The political contributions made, were within the limits specified under Companies Act, 2013.

Other expenses accounted for 11.12% of the revenue in FY24 as against 10.83 % in FY23.

Depreciation & Amortization

Depreciation and Amortization has increased from Rs.504.44 crores in FY23 to Rs.635.87 crores in FY24. The reason for increase is due to depreciation arising out of commissioning of integrated plant at Kolimigundala, R R Nagar Line III, Dry Mortar Plants at Salem and R R Nagar. Besides, Amortization of Mine development under Intangible Assets has increased by Rs.35.21 crores due to increase in clinker production by 18% and Amortization of Mining Rights increased by Rs.4.49 crores due to acquisition of mining lands from prism cements.

Depreciation & Amortization accounted for 6.77% of revenue in FY24 as against 6.17% in FY23.

Finance Costs

Finance costs have increased by 73% from Rs.240.52 crores in FY23 to Rs.415.53 crores in FY24 due to increased quantum of borrowings. Besides, interest rates have also increased due to repo rate hike by 250 bps. The effective rate of borrowings for FY24 stood at 770 % as against 6.35 % in FY23. The total borrowings as at 31^st March 2024 has increased by Rs.425.77 crores and stood at Rs.4,916.82 crores. The Net Debt to EBITDA stood at 3.02 times in FY24 as against 3.57 times in FY23.

The interest coverage ratio decreased from 2.06 times in FY23 to 1.94 times in FY24, due to increased interest commitments for FY24. The Gross interest on the borrowings for FY24 was Rs.493.77 crores as against Rs.346.44 crores in FY23. Out of which, Rs.78.24 crores (PY: Rs.105.92 crores) was capitalised as part of eligible qualifying assets.

Finance costs accounted for 4.42% of the revenue in FY24 as against 2.94% in FY23.

Tax Expenses

The overall effective tax rate has increased from 2735% to 2770% due to increase in ineligible expenditure viz. donation / CSR amounting to Rs.64.44 crores in FY24 as against Rs.43.36 crores in FY23.

Current tax credit and deferred tax credit relating to earlier years was Rs.1.86 crores and Rs.2.96 crores respectively.

Overall Tax expenses accounted for 1.58% of the revenue in FY24 as against 1.59% in FY23.

Other Comprehensive Income (OCI)

Other comprehensive income include loss arising out of re-measurement of defined benefit plans, net of taxes amounting to Rs.5.76 crores, which is due to increase in salary escalation rate assumption and decrease in discount rate during the year.

Gain on sale of equity investments viz. Lynks Logistics Limited & HDFC Limited amounting to Rs.32.63 crores offset by fair value loss on investments in APGPCL & Bundl Technologies Private Limited amounting to Rs.24.70 crores along with net tax credit of Rs.0.75 crores, is also recognised under OCI, during the year.

Profitability

EBIDTA increased by 31% from Rs.1,218.65 crores in FY23 to Rs.1,594.87 crores in FY24 due to softened fuel prices amid

constant pressure in cement sale prices while the average cement price for FY24 has decreased by 6%, when compared to FY23. The EBITDA margin for FY24 stood at 17% as against 15% in FY23. Blended EBITDA per ton for FY24 have increased by 7% from Rs.811 per ton in FY23 to Rs.867 per ton in FY24.

Profit before tax (PBT) for FY24 is Rs.543.47 as against Rs.473.69 crores in FY23, with a growth of 15%. Profit after Tax (PAT) is also up by 15% from Rs.343.54 crores in FY23 to Rs.394.98 crores in FY24. The PAT margin stood at 4% for both FY24 & FY23.

Financial Position
Analysis of the Balance Sheet - Separate Financials
The summary of the financial position as at 31-03-2024 is detailed below:
Particulars		2023-24	2022-23	Variance
Particulars	Rs. in crores		Rs. in crores	Rs. in crores	%
Assets
Non-current Assets		13,923.74	12,629.50	1,294.24	10
Current Assets		2,244.61	1,88739	35722	19
Total Assets		16,168.35	14,516.89	1,651.46	11
Equity & Liabilities
Equity		7144.12	6,793.53	350.59	5
Non-current liabilities		5,060.32	4,639.67	420.65	9
Current liabilities		3,963.91	3,083.69	880.22	29
Total Equity and Liabilities		16,168.35	14,516.89	1,651.46	11

Non-current Assets

Non-current assets have increased by Rs.1,294.24 crores due

to the following reasons:

(a) The company incurred a capital expenditure of Rs.1,922.38 crores towards capacity expansion at Kolimigundala, acquisition of mining land and Dry Mortar plants besides regular capital expenditure. This is after adjusting non-cash adjustments / accruals viz. Depreciation of Rs.635.87 crores (including capitalisation of depreciation of Rs.0.01 crores), decrease in capital payables of Rs.3720 crores and other non-cash adjustments of Rs.3 crores. Besides the Company has derecognised WDV value of Rs.4.42 crores towards sale of asset during the year.

(b) The company has acquired equity shares of Associate viz. Ramco Industries Limited, at a market value of Rs.15.50 crores. Further, the Company has sold investments viz. equity shares in HDFC Limited & units in HDFC Mutual Fund, which had the carrying amount of Rs.6.19 Crores as at the beginning of the year. During the year, the Company has also sold and transferred shares held in Lynks Logistics Limited having a carrying value of Rs.49.95 Crores, and simultaneously acquired 24,07,244 Compulsory Convertible Preference Shares (CCPS) of

Bundl Technologies, in consideration of the sale of shares for a value equivalent to Rs.86.15 crores. Subsequently, the Company has recognised fair value loss of Rs.2.58 crores based on fair value measurement, during the year, reducing the carrying value of such investments to Rs.83.57 crores as at the reporting date.

(c) The company has recognised the fair value loss of investment in APGPCL of Rs.22.12 crores in view of material uncertainty on its ability to continue as a going concern.

(d) The loans to subsidiaries, associates and employees have decreased marginally by Rs.1.29 crores due to loan repayments. The said loans carry interest at an arms-length basis in respect of subsidiaries / associates.

(e) Other non-current assets have increased by Rs.26.83 crores mainly due to increase in deposits under protest, in appeals and deposits with government departments.

Current Assets

Current assets increased during the year by Rs.357.22 crores

mainly due to the following reasons:

(a) Inventories increased by Rs.99.96 cores mainly due to increase in stores and spares, work in progress and finished goods, however, the inventory turnover ratio decreased from 39 days to 36 days.

(b) Trade receivable increased by Rs.387.19 crores. This is due to increase in sale volume by 22% and increase in the average collection period from 18 days in FY23 to 26 days in FY24.

(d) Decrease in claims receivable from government / semi-government bodies by Rs.113.04 crores mainly due to realisation of claim from railways under LTTC scheme during FY24, which was outstanding as at FY23.

(e) There was an increase in other current assets to the extent of Rs.16.52 crores mainly due to increase in supplier advances and prepaid expenses.

Equity

(a) There is no change in the equity share capital during the year.

(b) The total comprehensive income for the year is Rs.397.90 crores. The Company has paid dividend for FY23 during FY24 amounting to Rs.47.31 crores. The Companyâs return on net worth increased from 5% in FY23 to 6% in FY24.

Non-current liabilities

(a) Long-term Borrowings have increased by Rs.305.05 crores to meet the capital expenditure for capacity expansion projects. The debt-equity ratio and net debt / EBITDA stood at 0.69 times and 3.02 times respectively as at 31^st March 2024 as against 0.66 times and 3.57 times as at 31^st March 2023. Return on capital employed has gone up from 5% in FY23 to 7% in FY24 mainly due to increase in profitability. The increase in Debt-Service Coverage Ratio from 1.31 times in FY23 to 1.85 times in FY24 is mainly due to increase in EBITDA by 31% on account of decrease in power and fuel cost amid constant pressure on cement prices compared to FY23.

(b) Deferred Tax Liabilities increased by Rs. 101.92 crores due to recognition of temporary differences of Rs.104.88 crores and tax credit adjustments of earlier years of Rs.2.96 crores.

(c) Provisions have increased by Rs.16.10 crores due to increase in provision for mines restoration obligation. Other liabilities have decreased by Rs.2.40 crores mainly due to recognition of grant income by Rs.2.48 crores offset by decrease in classification of current portion of deferred government grant by Rs.0.08 crores and lease liability reduction by Rs.0.02 crores in respect of Right-of-Use Asset for non-cancellable leases adjusted for lease payments and interest on liability.

Current liabilities

(a) Short-term Borrowings other than current maturities of long-term borrowings decreased by Rs.165.88 crores

(b) Current maturities of long-term borrowings increased by Rs.290.23 crores, which is due within one year as per repayment schedule.

(c) Security deposits from customers / Customerâs credit balance have increased by Rs.61.77 crores mainly because of increase in customer deposits offset by decrease in accruals of customer rebates available for adjustment in subsequent periods.

(d) Trade payables increased by Rs.353.70 crores because of negotiation of better credit terms with suppliers and supplier financing facility through reverse factoring arrangement for early payments to suppliers. Consequently, the average payable days has increased from 26 days in FY23 to 32 days in FY24.

(e) Increase in factoring liability by Rs.339.30 crores, being the amount directly remitted by the customers to the Company subsequent to factoring, is disclosed as other financial liabilities, which is payable to the bank on respective due dates as per the terms of factoring arrangement.

(f) Statutory liabilities increased by Rs.28.93 crores mainly due to increased sale volume in the month of March 2024 compared with sale in the month of March 2023.

(g) Provisions increased by Rs.4.03 crores due to increase in provision for compensated absences.

(h) Other liabilities decreased by Rs.31.86 crores mainly due to decrease in payable for capital goods suppliers offset by increase in advance received against sale of immovable property and current tax liabilities.

(i) Current ratio for the year stood at 1.04 times in FY24 as against 1.08 times in FY23.

Cash flows Analysis of the Cash flows - Separate Financials The summary of the Cash flows for the year ended 31-03-2024 is given below:		Rs. in Crores
Particulars	31-03-2024	31-03-2023
Net cash flows from Operating Activities	1,894.53	1,405.00
Net cash flows used in Investing Activities	(1,899.91)	(1,686.93)
Net cash flows generated from / (used in) Financing Activities	(28.03)	274.48
Net decrease in cash & cash equivalents	(33.41)	(7.45)

Net cash flows from Operating Activities

Net cash flows from Operating activities increased mainly due to increase in operating profitability by Rs.376.22 crores because of lower power and fuel cost and working capital release.

Net cash flows used in Investing Activities

This largely covers the Capex incurred for integrated unit at Kolimigundala, Dry Mortar plants and acquisition of mining lease and lands and other general capex for an amount of Rs.1,922.38 crores, investments in equity shares of an associate of Rs.15.50 crores which was partially offset by loan repayment by subsidiaries and associates for an amount of Rs.6.61 crores, sale of equity investments for Rs.6.67 crores, sale of property, plant and equipment for Rs.8.28 crores and interest, dividend and lease rental receipts of Rs.16.41 crores.

Net cash flows from Financing Activities

Net cash flows from Financing Activities include net proceeds from borrowings for an amount of Rs.425.77 crores and payment of interests / dividend / lease liabilities of Rs.453.80 crores. The borrowings are used for funding capex programs âMovement in Key Financial Ratiosâ details provided by us.

Human Resources

As we navigate through an ever-evolving business landscape, our greatest asset remains our employees. We have prioritised initiatives that support employee well-being, promote diversity and inclusion, and foster a culture of continuous learning and development. By investing in our people and embracing new technologies, strategies, and dedicated focus on nurturing our people, we are well-positioned to achieve our goals and drive sustainable growth and success in the years to come.

Talent Sourcing

Our success is deeply rooted in the calibre of talent we attract and retain. We have cultivated partnerships with educational institutions and professional organizations. By engaging with talent early in their academic and professional journeys, we have built a talent pipeline to support our growth and expansion. In an increasingly competitive talent market, speed and efficiency are paramount. To streamline our recruitment process and reduce time-to-hire, we have implemented technology-driven solutions to identify and engage candidates effectively.

Performance Management Systems (PMS)

PMS is the framework through which we assess, develop and recognize the contributions of our employees. At the heart of our PMS is the establishment of clear, measurable goals that align with our objectives. Through collaborative goal-setting process, employees and managers work together to define performance expectations and priorities, ensuring alignment with organizational goals and individual aspirations. We will continue to leverage technology, data analytics, and best practices to refine our process, enhance the employee experience, and drive performance excellence across the organization.

Skill Enhancement

At Ramco, we understand that investing in the growth and development of our employees is essential for both individual success and organizational prosperity. All our training needs are captured in the PMS portal during the annual performance appraisal and subsequently, our training calendar is rolled out

for the year to impart continuous learning and development programs for the employees. Our system also ensures fair remuneration to all employees and encourages them to demonstrate their full potential

Well-being of employees

Throughout the year, we have implemented a variety of initiatives and programs aimed at empowering our employees to reach their full potential. We have also initiated financial wellness and family counselling programs for their well-being. We will continue to invest in our people, adapt to emerging trends and technologies and strive for excellence in all that we do. As we move forward, we remain steadfast in our commitment to learning and development, ensuring a brighter future for our employees and consequently for the organisation.

Recognition and Reward

Employee recognition is more than just a formality. It is a core part of our culture, reflecting our appreciation for their dedication, hard work and contribution. We will continue to listen to feedback, refine our approaches and explore new ways to recognize and reward the contributions of our diverse workforce by prioritizing employee recognition as a strategic imperative. Additionally, the company values the employeesâ esteemed years of association with Long Service Awards to recognize and create a sense of belongingness. During the year under review, we facilitated 306 employees for their long service in the organisation.

Risk Management Policy

https://www.ramcocements.in/investors/codes-and-policies

Risk Management

Operations and Maintenance risk

Raw material risk

Any unavailability or limited availability of important raw materials like fuels - pet coke and coal, and limestone, may result in disruption in production, resulting in impact of margin.

Logistics risk

Logistics is a crucial part of business operations. Any disruptions or increase in logistics cost may result in impact on business profitability.

helps in controlling damages. For the transit damages, the Company has insurance cover or agreement with transporters to cover any damages.

Human Resource risk

Information Technology risk

Keeping with changing times, the Company operations have been digitalised and dependent on IT systems. This makes it mandatory to ensure data security, prevent cyber-attacks, avoid unauthorised access and misuse of sensitive information or disruption to operations.

Mitigation measures: The Company conducts Vulnerability Assessment and Penetration Testing (VAPT) for identifying vulnerabilities and risks in IT Infrastructure through certified external authorities. This ensures that various Data Centre Servers, Cloud Servers and Firewall and Switches are completely isolated from external threats. The Companyâs IT security policy ensures protection of business information. The Companyâs IT system has been certified to ensure robustness as per industry standards.

Finance risk

Competition risk

Mitigation measures: The Company follows the strategy of âRight Product for Right Applicationâ which helps strengthen its ability to market its capacities efficiently. The MACE Division of the Company educates the end users for making right choice to suit their specific requirements. The Company has enhanced its efforts in the Projects and Infrastructure segments. The Company motivates its dealers through close and continuous engagement which helps to not only maintain but also improve its counter share. Initiatives in building brand awareness and brand consciousness among the public, has enabled the Company to have a healthy moat against competition.

Commodity price risk

Mitigation Measures: The Company maintains adequate inventory of these raw materials. It also closely monitors the prices to make optimal buying decisions, inlcuding entering of long term contracts. The R & D division strives to develop usage of alternative fuels and optimum fuel mix to reduce the impact of the risk.

Subsidiary Companies

The Company has two subsidiaries, viz. Ramco Windfarms Limited and Ramco Industrial and Technology Services Limited.

The Company has no material subsidiaries.

Ramco Windfarms Limited (RWL)

The Share Capital of RWL is Rs.1 crore, out of which 71.50% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of RWL was 39.835 MW as on 31-032024 comprising of 127 Wind Electric Generators.

The Company had generated 364.96 lakh units of power as compared to 331.27 lakh units of power during the previous year.

The revenue for the Company for the year ended 31-032024 was Rs.15.15 crores compared to Rs.13.51 crores for the previous year.

The Company had incurred a loss of Rs.11.66 crores for the year ended 31-03-2024 as against a profit of Rs.2.25 crores for the previous year. The loss for the year was due to increase in the depreciation cost consequent to reduction in useful life of components of wind electric generators.

The Total Comprehensive Income of the Company for the year is Rs.(11.66) crores as against Rs.2.25 crores of the previous year.

Ramco Industrial and Technology Services Limited (RITSL)

The Share Capital of RITSL is Rs.4.78 crores, out of which 94.11% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The Company provides Transport services, Manpower services and Information Technology related services, mainly involving Software Implementation services.

The revenue of the Company for the year ended 31-03-2024 on standalone basis was Rs.48.18 crores as against Rs.40.13 crores for the previous year. The Companyâs profit after tax was Rs.1.50 crores as against the loss of Rs.3.65 crores for the previous year. The Total Comprehensive Income of the Company for the year is Rs.1.99 crores as against Rs.(3.85) crores of the previous year.

In accordance with Regulation 46(2)(s) of LODR, separate audited financial statements of the above subsidiary companies are placed in the website of the Company.

Consolidated Financial Statements

The Company has 4 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited and Madurai Trans Carrier Limited.

Accordingly, the consolidated financial statements incorporating the accounts of Subsidiary Companies and Associate

Companies, along with the Auditorsâ Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Companyâs website at the following link

https://www.ramcocements.in/investors/financials

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

The consolidated net profit after tax of the Company amounted to Rs.359.95 crores for the year ended 31-03-2024 as compared to Rs.314.52 crores of the previous year.

The consolidated total comprehensive income for the year ended 31-03-2024 was Rs.424.15 crores as against Rs.313.43 crores of the previous year.

Directors and Key Managerial Personnel

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is reported that, the Company had appointed Shri.CK.Ranganathan and Shri.Ajay Bhaskar Baliga as Non-Executive Independent Directors, for a period of 5 consecutive years commencing from 1^st March 2024 to 28^th February 2029. Further, the Company had appointed Shri.R.Dinesh as Non-Executive Non-Independent Director from 1^st March 2024, who would be liable to retire by rotation. All the Directors were appointed through Postal Ballot process.

Further, the following three Directors had retired on 31^st March 2024, after completing their term of two consecutive five years each in office.

Shri.R.S. Agarwal, Non-Executive Independent Director Shri.M.B.N.Rao, Non-Executive Independent Director Shri.M.M.Venkatachalam, Non-Executive Independent Director

Shri.P.R.Venketrama Raja retires at the forthcoming AGM and offers himself for reappointment. His reappointment has been included as an Ordinary Resolution, in the Notice convening the AGM scheduled to be held on 16-08-2024.

Dr. M.S.Krishnan, Independent Director completes his first term of 5 years on 02-09-2024. In accordance with Section 149(10) of the Companies Act, 2013, he is eligible for reappointment upon passing of a Special Resolution at the General Meeting of the Company. His reappointment has been included as a Special Resolution, in the Notice convening the AGM scheduled to be held on 16-08-2024.

The disclosures for appointment / reappointment of Directors, as required under Secretarial Standard-2 are available in the notice convening the AGM.

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

The Company had formulated a Code of Conduct for the Directors and Senior Management personnel and the same has been complied with.

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

Salient Features of the Nomination and Remuneration Policy: The objective of the Policy is to ensure that:

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

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

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

The web address of the Policy is -https://www.ramcocements.in/investors/codes-and-policies

https://www.ramcocements.in/investors/management

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

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

Board Evaluation

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

Meetings

During the year, 8 Board Meetings were held. The details of Meetings of the Board and Committees held during the financial year including the number of Meetings attended by each Director are given in the Corporate Governance Report. The details of Committees constituted by the Board are available in the Corporate Governance Report. There are no changes in the composition of the committees during the year under review.

Recommendations of Audit Committee

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

Secretarial Standards

Public Deposits

The Company has stopped accepting deposits from 01-04-2014 and have repaid / transferred to IEPF the deposits as the case may be and no deposit amount is pending with the company.

Orders Passed by Regulators

Internal Financial Controls

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

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments along with the purposes are provided under Notes No. 12, 13, 14, 21 and 49 of Notes to the Separate Financial Statements.

Audits

Statutory Audit

of five years from the conclusion of the 64^th Annual General Meeting, till the conclusion of the 69^th Annual General Meeting of the Company.

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

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

Cost Audit

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

The Board of Directors had approved the appointment of M/s. Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records for the year 2024-25 at a remuneration of Rs.7,00,000/- (Rupees Seven lakhs only) exclusive of GST and out-of-pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 66^th Annual General Meeting scheduled to be held on 16-08-2024, for ratification by the Members.

The Cost Audit Report for the financial year 2022-23 due to be filed with Ministry of Corporate Affairs by 06-09-2023, had been filed on 02-09-2023. The Cost Audit Report for the financial year 2023-24 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the Ministry of Corporate Affairs, within 30 days of such submission.

Secretarial Audit

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

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

Annual Return

The Annual Return for the year ended 31^st March 2023 in Form MGT-7, filed with Ministry of Corporate Affairs, is available in the Companyâs website at the following link:

https://www.ramcocements.in/investors/shareholders Corporate Governance

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

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

Corporate Social Responsibility

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

Vigil Mechanism / Whistle Blower Policy

Related Party Transactions

No transaction with the related party is material in nature, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Notes to the Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs website and its weblink is -

https://www.ramcocements.in/investors/codes-and-policies

As required under 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is -

https://www.ramcocements.in/investors/codes-and-policies

Material Changes since 1^st April 2024

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of Employees and Related Disclosures

Employee Stock Option Scheme At the Annual General Meeting held on 03-08-2018, the Members had approved the following Employee Stock Option Schemes.
Name of the Total No. of Exercise Vesting Scheme Options Price Period	Maximum Term		Source
ESOS 2018 â Plan A 5,00,000 ^ One year from share the date of ESOS 2018 â Plan B 7,00,000 ^{Rs100/- per} grant share	31^st December of the immediately succeeding Financial Year, in which the vesting was done.		Primary
The relevant disclosures in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Secretarial Standard on Report of the Board of Directors are given below:
Details of Movement of Employee Stock Options during the year:
Sl. No Particulars	ESOS 2018 - Plan A	ESOS 2018	- Plan B
(a) Number of options granted during the year	N	l N		l
(b) Number of options vested during the year	N	l N		l
(c) Number of options exercised during the year	N	l N		l
(d) Number of shares arising as a result of exercise of options	N	l N		l
(e) Number of options lapsed during the year	N	l N		l
(f) Exercise Price	Rs.1/		Rs.100/
(g) Variation of terms of options	Nil		Nil
(h) Money realized by exercise of options (INR), if scheme is implemented Nil directly by the Company			Nil

Sl. No	Particulars		ESOS 2018 - Plan A	ESOS 2018 - Plan B
(i)	Total Number of options in force (available for grant, but not yet granted)		1,69,000	3,15,400
(j)	Employee-wise details of options granted to
	(i)	Key Managerial Personnel	Nil	Nil
	(ii)	Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year	Nil	Nil
	(iii)	Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil	Nil

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

The Plans are intended to:

â¢ Create a sense of ownership within the organisation;

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

â¢ Retain and motivate Employees;

â¢ Encourage Eligible Persons to align their performance with Company objectives;

â¢ Reward Eligible Persons with ownership in proportion to their contribution;

â¢ Align interest of Eligible Persons with those of the organisation.

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

A certificate from the Companyâs Secretarial Auditors, with respect to implementation of the above Employee Stock Option

Schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolution passed by the Members of the Company has been received and the same is attached as Annexure-10.

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

https://www.ramcocements.in/investors/shareholders Credit Rating

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

Awards

The Company has been receiving various awards in Environment, Health & Safety, CSR, Energy Efficiency, etc. More details are available in Page No: 53.

Business Responsibility and Sustainability Report (BRSR)

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited.

Investor Education and Protection Fund (IEPF)

During the year under review, the Company was not having any dividend amount, which remained unclaimed/unpaid for a period of over 7 years. Thus, the Company was not obligated to transfer any unclaimed/unpaid dividends to IEPF.

Shares transferred to IEPF, during the year under review are detailed below:

No. of Shares	Date of Transfer to IEPF
93,754	20-04-2023
4,056	27-04-2023

Year wise amount of unpaid/unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferred to IEPF and due dates for such transfer, are tabled below:
Year	Type of Dividend	Date of Declaration of Dividend	Last Date for Claiming Unpaid Dividend	Due Date for Transfer to IEP Fund	No. of Shares of Rs.1/- each	Amount of Unclaimed / Unpaid Dividend as on 31-03-2024 - Rs.
2016-17	Dividend	04-08-2017	03-08-2024	02-09-2024	14,73,902	44,21,706
2017-18	Dividend	03-08-2018	02-08-2025	01-09-2025	7,97,722	23,93,166
2018-19	Dividend	08-08-2019	07-08-2026	06-09-2026	743,212	22,29,636
2019-20	Dividend	03-03-2020	02-03-2027	01-04-2027	6,89,999	1724,997
2020-21	Dividend	12-03-2021	11-03-2028	10-04-2028	733,399	19,95,837
2021-22	Dividend	10-08-2022	09-08-2029	08-09-2029	763,918	20,61,905
2022-23	Dividend	10-08-2023	09-08-2030	08-09-2030	6,74,506	12,41,715

Directorsâ Responsibility Statement

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

Directors confirm that

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

(b) t hey had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2024 and of the profit of the Company for the year ended on that date;

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

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

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

Acknowledgement

Mar 31, 2023

Your Directors have pleasure in presenting their 65^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2023.

(Rs. in crores)
Separate Financial Statements	31-03-2023	31-03-2022
Total Income	8,171.97	6,010.62
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)	1,218.65	1,314.48
Less: Interest	240.52	112.40
Profit Before Depreciation & Tax (PBDT)	978.13	1,202.08
Less: Depreciation	504.44	400.84
Profit Before Tax (PBT)	473.69	801.24
Less: Tax Expenses
Current Tax	24.37	165.48
Current Tax adjustment of earlier years	1.31	6.67
Deferred Tax	105.20	41.22
MAT credit reversal of earlier years	-	4.63
Deferred Tax adjustment of earlier years	(0.73)	(309.46)
Profit After Tax (PAT)	343.54	892.70
Other Comprehensive Income [Net of tax credit of Rs. 1.48 crores (PY: Rs. 0.83 crores)]	(3.91)	(2.65)
Total Comprehensive Income (TCI)	339.63	890.05

Changes in Capital and Debt Structure

The paid-up capital of the Company is Rs. 23,62,92,380/- consisting of 23,62,92,380 shares of Rs. 1/- each. There has been no change in the Capital Structure of the Company during the year under review.

The Company does not have any Scheme for issue of sweat equity to the employees or Directors of the Company.

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

The details of Secured Redeemable Non-Convertible Debentures issued during the year under review are given below:

(a)	Name of the Series	790% Series - I	790% Series - J	790% Series - K
(b)	Date of issue of the securities	28-03-2023	28-03-2023	28-03-2023
(c)	Date of allotment of the securities	29-03-2023	29-03-2023	29-03-2023
(d)	Number of securities	15,000	15,000	20,000
(e)	Type of issue	Private Placement	Private Placement	Private Placement
(f)	Details of the debt restructuring pursuant to which the securities are issued	Not Applicable	Not Applicable	Not Applicable
(g)	Issue price - per instrument	Rs. 1.00 lakh	Rs. 1.00 lakh	Rs. 1.00 lakh
(h)	Coupon rate	790%	790%	790%
(i)	Maturity date	29-03-2027	29-09-2027	29-03-2028
(j)	Amount raised	Rs. 150.00 crores	Rs. 150.00 crores	Rs. 200.00 crores

Dividend

Your Directors have pleasure in recommending a dividend of Rs. 2/- per share [PY: Rs. 3/- per share] on the equity capital of the Company. This would entail an outflow of Rs.47.31 crores with a pay-out ratio of 15.04% of Companyâs consolidated post tax profit. As per the Dividend Distribution Policy of the Company, the Company should strive to distribute at least 10% of consolidated post tax profit as dividend.

The payment of dividend is in accordance with the âDividend Distribution Policyâ of the Company. The Policy is available on the website of the Company under the weblink:

https://www.ramcocements.in/investors/codes-and-policies

The Dividend Distribution Policy forms part of this Report.

Transfer to General Reserves

After appropriations, a sum of Rs. 200 crores has been kept as retained earnings of the Company and a sum of Rs. 268.19 crores has been transferred to General Reserve. As on 31-03-2023, the General Reserve stands at Rs. 6,512.25 crores.

Taxation

The Company has made current tax provision of Rs.24.37 crores for the year ended 31-03-2023 as against Rs.165.48 crores in the previous year.

Current tax adjustments of earlier years is Rs.1.31 crores as against Rs.6.67 crores during the previous year.

The deferred tax for the year ended 31-03-2023 is Rs.105.20 crores as against Rs.41.22 crores in the previous year.

As per Section 115BAA of the Income Tax Act, 1961, the Company had an irrevocable option of shifting to a lower tax rate and simultaneously forgo certain tax incentives, deductions and accumulated MAT credit. In view of the overall tax benefits available under the said option, the company had opted for shifting to lower tax rate from the FY22 onwards. Consequently, the company had written back the excess deferred tax provision of Rs.305.58 crores from Deferred Tax Liability to profit and loss in the previous year and also reversed MAT Credit relating to earlier years of Rs.4.63 crores.

Deferred tax credit adjustments pertaining to earlier years other than impact on account of Section 115BAA for the year ended 31-03-2023 is Rs.0.73 crores as against Rs.3.88 crores during the previous year.

Management Discussion & Analysis Report

Macro Economic Review Global Economy

The year 2022 was marked with certain challenges such as the geopolitical risk arising from the Russia and Ukraine war, inflationary pressures and the resurgence of COVID-19 in China. These factors adversely impacted the economic growth trajectory in 2022 and are expected to impact the growth of the global economy in 2023 as well. The global growth in 2022 is estimated to have slowed down to 3.4% compared to 6.2% in 2021. However, the second half of the year saw nascent signs of recovery of the global economy. The emerging markets and developing economies are estimated to have grown their gross domestic product (GDP) at an average of 4.0% in 2022 compared to 6.9% in 2021. On the other hand, the advanced

economies are estimated to have grown at an average of 2.7% in 2022 compared to 5.4% in 2021.

With the escalation of Russia-Ukraine war, there has been a continued disruption in the global trade quantum. Further, prices of gas, fuel and food increased, translating into rising inflation. The global inflation in 2022 is estimated at 8.7%. Of this, the inflation for emerging economies and advanced economies are estimated at 73% and 9.8% in 2022, compared to 3.1% and 5.9% respectively in 2021. However, with the focus of Governments across the world on securing global disinflation, containing the return of COVID-19, ensuring financial stability and restoring debt stability, the global economy is expected to stabilise in 2024 with a GDP growth of 3.0%, before dipping slightly in 2023 with a GDP growth rate of 2.8%. The policy initiatives are expected to successfully reduce global inflation to 70% in 2023 and further to 4.9% in 2024.

Indian Economy

The inflationary pressure across the entire world has impacted the Indian economy as well. As per its 1^st advance estimates, the Government has estimated the Indian economy to have grown at 7% in 2022-23 compared to 8.7% in 2021-22. The year saw rising power, fuel and food cost. The Consumer Price Index (CPI) of India is estimated at 6.8% in 2022-23, compared to 5.5% in 2021-22. The target range for inflation during the fiscal was fixed at 4% with an upper tolerance of 6%. However, between April and October 2022 the CPI was outside the target range set by the Centre. To bring inflation under control, RBI increased the policy repo rate under the liquidity adjustment facility (LAF) by 250 basis points from 4.0% to 6.5% between May 2022 and March 2023. Additionally, the Government cut down import duty on major inputs such as ferronickel, coking coal, among others, to zero; rolled out phase-wise reduction in excise duty of petrol and diesel; waived off customs duty on cotton; and prohibited export of wheat.

With the increasing thrust of Government on infrastructure and capital expansion, the country is poised for a sustained growth in the foreseeable future. The Union Budget 2023-24 speaks volumes of the Governmentâs focus on infrastructure, financing new businesses, and making India more self-reliant and self-employed. The GDP growth of the country in 2023-24 is projected between 6 and 6.8%.

Cement Industry Review

India stands tall as the second largest cement producer in the world with its installed capacity crossing 600 million tonnes (MT), carving 7% of the worldâs capacity. According to CARE, the countryâs cement production is estimated at 380-390 MT in 2022-23, growing at 8-9% y-o-y, riding on the optimism from the government thrust on infrastructure and increasing housing demand across the country. In 2021-22, the cement production of the country was pegged at 356 MT compared to 296 MT in 2020-21, registering a y-o-y growth of 20%, owing to normalisation of the economy and macro sectors post the pandemic.

As stated by CARE, the average wholesale cement prices in H1 2022-23 has seen a 7% growth y-o-y. Though the cement prices were on the rise in the first half of the fiscal, the EBITDA margin of most cement manufacturers in India were on the downward trajectory owing to the rising inflation and the increase in price of fuel and power costs. However, the prices of imported coal and pet coke has dulled down in the 3^rd quarter of 2022-23, thereby providing some relief on the cost of production. Despite the relief, the severe competition in the cement sector owing to the excess supply resulted in continuous pressure on selling prices.

The increasing population along with the continuous thrust by the Government on the infrastructure of the country and ensuring housing for all is expected to keep driving the cement demand in India for the foreseeable future. The thrust by the Government on the infrastructure of the country is validated by a 36% y-o-y growth in capital allocation for road infrastructure, 66% y-o-y growth in capital allocated for affordable housing, and a 33% y-o-y growth in capital allocation of capital expenditure in the Union Budget 2023-24. Riding on these tailwinds, CRISIL has stated that the Indian cement industry is expected to see a addition of ~80 MT capacity by 2023-24, to support the increasing demand of cement in the country. Further, with the normalisation of life, post the COVID-19 pandemic, offices started opening on full-time basis, with increasing demand for commercial space, which is expected to drive the cement demand for the next few years.

(Source: CMA, CARE, CRISIL)

Growth drivers

â¢ Growing housing demand: An ever-increasing population has been continuously driving housing demand in the country. The country saw residential sales of ~3,64,900 units in 2022, compared to 2,36,500 units in 2021, clocking a y-o-y growth of a whopping 54%, indicating huge upstream demand of cement

â¢ Favourable demographics: Indiaâs urbanisation rate in 2022 was estimated at 35.9%, and is expected to reach 50.9% by 2047, thereby, driving the demand of cement in urban locales

â¢ Underpenetrated cement consumption: The per

capita cement consumption in India is pegged at 216 kg compared to a global average of 525 kg, which indicates the huge headroom available for growth in the near future

â¢ Rising per capita income: The per capita net national income in India is estimated to have increased from Rs. 1,50,007 in 2021-22 to Rs. 1,70,620 in 2022-23, at current prices, thereby, indicating the increasing ability to spend

â¢ Rising office space demand: During 2022, the Indian office sector clocked a gross absorption of 56.6 mn sq ft, growing 40% y-o-y, as stated by CBRE. Simultaneously, supply of office space also saw an uprise from 49.7 million sq ft in 2021 to 50.6 million sq ft in 2022, marking the increasing upstream consumption of cement

Government impetus through Union Budget 2023-24 Roads

â¢ The Ministry of Road Transport and Highways (MoRTH) has set a target of completing 25,000 km road development in the Union Budget 2023-24

â¢ MoRTH has been allocated an outlay of Rs. 2.7 lakh crores to ensure completion of its target, a 36% growth over the previous budget

Railways

â¢ The Government has announced its highest-ever capital outlay for railways in this Budget, standing at Rs. 2.40 lakh crores

Housing

â¢ The Government has revised its allocation towards PM Awaas Yojana (PMAY) to over Rs. 79,000 crores in its Union Budget, a 66% rise over the previous budget

Infrastructure

â¢ An investment of Rs. 75,000 crores was announced, including Rs. 15,000 crores from private sources, for 100 critical transport infrastructure projects, for last and first mile connectivity for ports, coal, steel, fertiliser, and food grains sectors

Capital investment

â¢ The capital expenditure earmarked by the Government saw a substantial growth of 33% to reach Rs. 10 lakh crores, forming 3.3% of GDP

â¢ The âEffective Capital Expenditureâ of Centre was announced to be Rs. 13.7 lakh crores, forming 4.5% of GDP

(Source: CMA, PIB, IBEF, World Bank)

Company Review Cement Division

The Division has sold 148.21 lakh tons of cement during the year compared to 110.48 lakh tons in the previous year, registering a y-o-y growth of 34%. The revenue including other operating income from this division for the current year is Rs. 793727 crores (net of applicable taxes) compared to Rs. 5,835.21 crores (net of applicable taxes) during the previous year, showing an increase of 36%.

Out of the above, the Companyâs cement exports accounts for 0.67 lakh tons for a value of Rs.32.68 crores as against 0.34 lakh tons for a value of Rs.13.39 crores during the previous year.

The Company increased its market share across most of its operating markets. During the year under review, the Company had made further inroads in the fast growing infrastructure and large project segments.

The Company continued its focus on reinforcing its philosophy of âRight Cement for Right Applicationâ during the year under

review. Further, the company is focussing on its premium products, thereby increasing their share in the sales mix, which in turn, contributed towards the increase in sales.

Dry Mortar Division

The Division has sold 2.03 lakh tons of Dry Mortar products accounting for a revenue of Rs. 135.42 crores (net of applicable taxes) during the year as against 0.92 lakh tons of Dry Mortar products accounting for a revenue of Rs. 70.42 crores (net of applicable taxes) during the previous year.

Out of the above, the Companyâs dry mortar exports accounted for 123 tons for a value of Rs.0.14 crores as against 92 tons for a value of Rs.0.09 crores during the previous year.

Ready Mix Concrete Division

The Division has sold 26,983 cu.m. of concrete during the year, accounting for a revenue of Rs. 14.45 crores (net of applicable taxes) compared to 30,567 cu.m. of concrete accounting for a revenue of Rs. 14.81 crores (net of applicable taxes) during the previous year.

Wind Farm Division

The Division has generated 2,233 lakh units as compared to 2,325 lakh units in the previous year. Out of this, 2,162 lakh units were generated from the wind farms in Tamil Nadu and another 71 lakh units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 648 lakh units were meant for adjustment against the power consumed in our plants and balance 1,514 lakh units were sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs. 45.70 crores. Including previous balances, a sum of Rs. 119.12 crores was outstanding from TANGEDCO as on 31^st March 2023.

The 71 lakh units generated during the year under review in Karnataka have been banked with Bangalore Electricity Supply Company Limited (BESCOM). Including the units that have been banked during the previous year, the Company sold 76 lakh units to third parties for a value of Rs. 2.78 crores (net), and the same had been realised.

77 lakh units generated in the year 2021-22, remained unbilled.

The income during the year from the Division was Rs. 48.13 crores compared to Rs. 59.54 crores in 2021-22.

Other Income

Other income during the year was Rs. 36.70 crores compared to Rs. 30.64 crores in 2021-22.

Net Revenue

The net revenue for the company for current year is Rs. 8,171.97 crores (net of applicable taxes) compared to Rs. 6,010.62 crores (net of applicable taxes) during the previous

year, showing an increase of 36%. The companyâs net revenue has crossed the eight mille crores mark for the first time.

Power Plants

Capital Expenditure Programmes - New Projects

The status of the projects is given below.

Cement Plants Kolimigundla

In the Boardâs Report of the Company for the year ended 31^st March 2022, it was informed about the progress of establishment of the Companyâs new cement plant at Kalavatala village, Kolimigundla Mandal, Nandyal District, Andhra Pradesh.

The Kiln was commissioned in June 2022 and Cement Mill was commissioned in September 2022. The first phase of the WHRS of 6 MW capacity, comprising of Steam Turbine Generator along with Air Quenched Cooler boiler was commissioned in December 2022. The second phase of the WHRS of 3 MW capacity comprising of preheater boiler was commissioned in March 2023. The third phase of WHRS of 3.15 MW capacity would be commissioned in July 2023. With this, the total aggregate capacity of the WHRS would be 12.15 MW.

The Thermal Power plant of 18 MW is under erection and expected to be commissioned in 2023-24.

Railway siding of 34.936 kms to provide flexibility in logistics is under erection and expected to be commissioned in 2023-24.

The Clinkerisation capacity has been re-assessed from 2.25 Million Tons Per Annum (MTPA) to 2.50 MTPA and Cement manufacturing capacity has been re-assessed from 1 MTPA to 1.50 MTPA.

Increase in Cost:

Civil

We had installed additional structures such as coal shed for thermal power plant, linear limestone shed, hoppers for Line II and separate clinker truck loading. There were also other infrastructure developments like internal roads, drains, etc.

Mechanical

We had installed additional equipments in cement wagon loading system, wagon tippler, clinker wagon loading system and belt conveyors.

Because of the above and increase in interest and pre-operative expenditure the cost of the project has increased to Rs. 3,000 crores.

Ramasamy Raja Nagar

In the Boardâs Report of the Company for the year ended 31^st March, 2022, it was informed about the progress of Companyâs Modernisation of the Ramasamy Raja Nagar Plant, involving establishment of Line III and a limestone benefication plant at the Pandalgudi Mines. The modernisation and establishment of Line III has been completed in March 2023 and subsequently the clinkerisation capacity of the plant has increased from 1.10 MTPA to 2.14 MTPA and the cement manufacturing capacity of the plant has increased from 2 MTPA to 3 MTPA.

During the execution of the project, the existing limestone yard was converted into additive storage yard. Hence, we established two circular limestone yards for storing separately the blended limestone and washed kankar. Further there was increase in the scope of the project, which had led the cost of the project to increase from Rs. 550 crores to Rs. 817 crores. Besides increase in the clinkerisation capacity the project has helped the Company to achieve better power and fuel efficiencies, thereby, conserving energy, and reducing fugitive dust emissions and carbon emissions.

The establishment of limestone benefication plant at the Pandalgudi Mines is in progress and is expected to be commissioned in July 2023.

Establishment of Line II at Odisha Grinding Unit

In the Companyâs efforts to continually enhance its grinding capacity, it is proposed to establish Line II at its existing Odisha Grinding Unit, located at Haridaspur, Jajpur District. The cost of the project is Rs. 130 crores. The capacity of Line II would be 0.90 MTPA. The additional output would help the company to enhance its market share in Odisha and other Eastern States.

Dry Mortar Plants

In the Boardâs Report of the Company for the year ended 31^st March, 2022, it was informed about the establishment of four new dry mortar plants at a cost of Rs. 75 crores each.

The plants would produce high value products, such as water proofing, repair products, flooring screeds, liquid products, besides other regular dry mix products.

The projects at Salem and Ramasamy Raja Nagar had been commissioned during December 2022 and February 2023 respectively.

The projects at Jayanthipuram and Haridaspur are underway and are expected to be commissioned during the year 2023-24.

During the year under review, the Company had incurred Rs. 1,765 crores towards capital expenditure.

Financial Performance Analysis of the Statement of Profit and Loss - Separate Financials The summary of key components of the Statement of Profit and Loss for the financial year 2022-23 is detailed below:
	2022-23	2021-22	Variance
Particulars
	Rs. in crores	Rs. in crores Rs. in crores		%
Income
Sale of Products	8,052.28	5,89719	2,155.09	37
Income from Wind power	48.13	59.54	-11.41	-19
Other Operating revenue	34.86	23.25	11.61	50
Other Income	36.70	30.64	6.06	20
Total Income	8,171.97	6,010.62	2,161.35	36
Operational Expenses
Cost of material consumed	1,35707	896.80	460.27	51
Change in inventories of finished goods & work-in-progress	-14.10	-6.41	-769	-
Employee Benefits Expenses	460.00	456.73	3.27	1
Transportation and Handling	1,602.98	1,214.41	388.57	32
Power and Fuel	2,661.60	1,388.76	1,272.84	92
Other Expenses, net of captive consumption of finished goods	885.77	745.85	139.92	19
Total Operational Expenses	6,953.32	4,696.14	2,257.18	48
EBITDA	1,218.65	1,314.48	-95.83	-7
Depreciation & Amortization Expense	504.44	400.84	103.60	26
Finance Costs	240.52	112.40	128.12	114
Profit Before Tax	473.69	801.24	-327.55	-41
Tax Expenses	130.15	-91.46	221.61	-
Profit After Tax	343.54	892.70	-549.16	-62
Other Comprehensive Income	-3.91	-2.65	-1.26	-
Total Comprehensive Income	339.63	890.05	-550.42	-62

Revenue

The total revenue surpassed Rs. 8,000 crores during the year. The company has sold 15.02 MT of cement (including dry mix) as against 11.14 MT during the previous year, with a growth in volume of 35%. During the year, the average net realisable sale price of cement has improved by 1%. The share of premium products in terms of volume stands at 25% for the current year as against 22% during the previous year. The Companyâs strategy of right cement for right applications yielded positive results. The company continue to focus on this to make its brand stronger.

During the current year, the Company witnessed decrease of 4% in the net generation of wind power from 23.25 crore units to 22.33 crore units. The revenue from wind power has decreased by 19% when compared to previous year due to change in utility for a capacity of 16.5 MW from Sale to Board to captive use. Other Operating income increased mainly due to recognition of grant income in respect of soft loans availed during the year at concessional rate. Other income has increased due to increase in exchange gain, dividend receipts and other non-operating income.

Cost of materials consumed

During the year, cost of materials consumed has increased by 51% compared to the previous year. The main reason for increase is due to higher clinker production by 35% and increase in cement production by 34% during the year. There was an increased inter-unit movement of clinker to grinding plants by 30% during the year, besides increase in diesel prices by 3% has also impacted the cost of movement. In addition, cost of materials consumed for FY23 also reflect inflationary impact on cost of other raw materials viz. Fly ash, Slag, Gypsum and other additives.

As a percentage of revenue, cost of materials consumed for the year under review accounted for 16.61% as against 14.92% in the previous year.

Change in inventories of finished goods / work-in-progress

The increase in inventories of finished goods / work-in-progress was due to increase in process inventory including clinker.

Employee Benefits Expenses

The employee cost for employees other than directors for the year increased by 6% due to increment in the annual salaries and increase in head count from 3,326 as at 31^st March 2022 to 3,507 as at 31^st March 2023. Due to improved operating leverage, the absorption of employee benefits expenses was better. As a percentage of revenue, the employee cost for the year under review stood at 5.63% as against 760% in the previous year.

Transportation and Handling expenses

During the year, Transportation and Handling expenses increased by 32% compared to the previous year mainly due to increase in sale volume by 35%. Besides, increase in diesel price by 3% and levy of busy season surcharge at 15% on rail freight with effect from 1^st October 2022 has pushed up the overall transportation cost. The lead distance for the current year for cement is 298 KMs as against 324 KMs during the previous year. The rail co-efficient for the current year is 11% as against 13% during the previous year. There has been an increase in handling expenses due to annual increase of labour cost pertaining to handling of cement. As a percentage of revenue, transportation and handling expenses for the year under review remains at 19.62% as against 20.20% in the previous year.

Power and Fuel

During the year, power and fuel cost have increased by 92% compared to the previous year. The main reason is, due to increase in fuel prices. During the current year, the average index price of pet coke has increased from $ 164 in FY22 to $ 194 in FY23. Besides, increase in clinker production by 35% and increase in cement production by 34% resulted in higher incidence of power and fuel cost. The average increase in diesel prices by 3% and rupee depreciation by 8% during FY23 also contributed for increase in fuel cost. The Company uses both pet coke and coal for the kiln operations depending upon cost per Kcal of the respective fuel. The pet coke usage increased from 40% in FY22 to 55% in FY23 whereas coal usage is reduced from 40% in FY22 to 32% in FY23.

The WHRS capacity of 27 MW in Jayanthipuram, 8 MW in Kolimigundla, 2 MW each in RR Nagar and Alathiyur helped to contain the overall power & fuel cost. Wind power capacity of 16.5 MW allocated to captive use from sale to board during the current year has helped to moderate the fuel cost and carbon foot print. During the year, 56% of the total power requirements were met from captive thermal power plants, 22% from electricity grids and 22% from Green Power viz. Wind Power and WHRS. The Overall green power usage has increased from 15% in FY22 to 22% in FY23.

The Profitability was significantly impacted by increase in power and fuel cost due to elevated fuel prices during the current year. The power & fuel cost per ton of cement has increased by Rs. 539 per ton of cement during the year. Power and fuel cost accounted for 32.57% of revenue in FY23 as against 23.11% in the previous year.

Other expenses

Other expenses increased by Rs. 139.92 crores i.e by 19%. The packing material cost has increased by Rs. 59.66 crores due to increase in sale volume by 35% and increase in

Insurance, Repairs & Maintenance, Stores & Spares, Rates & Taxes, Outsourcing cost, Security charges by Rs. 29.25 crores mainly due to establishment of Line III at Jayanthipuram, Integrated Cement Plant at Kolimigundla and Dry Mortar Plants at Salem and R R Nagar.

Due to COVID related restrictions, previous year figures were comparatively lower with respect to advertisement / sales promotion expenses by Rs. 19.97 crores and Traveling expenses by Rs. 8.11 crores and other general expenses by Rs. 2.43 crores. The company has made political contribution for Rs. 20.50 crores during the year (FY22: Nil).

Other expenses accounted for 10.84% of the revenue in FY23 as against 12.41% in FY22.

Depreciation & Amortization

Depreciation and Amortization has increased from Rs. 400.84 crores to Rs. 504.44 crores. The reason for increase is mainly due to depreciation arising out of commissioning of integrated plant at Kolimigundla, R R Nagar Line III, Dry Mortar Plants at Salem and R R Nagar. Besides, Amortization of Mine development under Intangible Assets has increased by Rs. 20.36 crores due to increase in clinker production by 34%. Depreciation & Amortization accounted for 6.17% of revenue in FY23 as against 6.67% in FY22.

Finance Costs

Finance costs have increased by 114% from Rs. 112.40 crores in FY22 to Rs. 240.52 crores in FY23 mainly due to increase in average borrowings and increase in interest rates due to repo rate increase by 250 bps compared to previous year. The weighted average cost of interest bearing borrowings for the current year stood at 6.66% as against 5.54% in the previous year. The total borrowings as at 31^st March 2023 has increased by Rs. 578.97 crores and stood at Rs. 4,48742 crores. The Net Debt to EBITDA stood at 3.57 times as against 2.88 times in the previous year.

The interest coverage ratio decreased from 4.25 times in the previous year to 2.06 times in the current year, due to reduced operating margin in view of elevated fuel prices. The Gross interest on the borrowings for the current year was Rs. 346.44 crores and out of which, Rs. 105.92 crores was capitalised as part of eligible qualifying assets.

Finance costs accounted for 2.94% of the revenue as against 1.87% in the previous year.

Tax Expenses

The overall effective tax rate has increased from 25.80% to 2735% mainly due to increase in ineligible expenditure viz. donation / CSR amounting to Rs.43.36 crores as against Rs. 24.89 crores in the previous year.

Current tax charge and deferred tax credit relating to earlier years was Rs. 1.31 crores and Rs. 0.73 crores respectively.

As per Section 115BAA of the Income Tax Act, 1961, the Company had an irrevocable option of shifting to a lower tax rate and simultaneously forgo certain tax incentives, deductions and accumulated MAT credit. In view of the overall tax benefits available under the said option, the company had opted for shifting to lower tax rate from FY22 onwards. Consequently, the company had written back the excess deferred tax provision of Rs. 305.58 crores from Deferred Tax Liability to profit and loss in the previous year.

Overall Tax expenses without considering the impact of change in tax rate during the previous year accounted for 1.59% of the revenue in FY23 as against 3.56% in FY22.

Other Comprehensive Income (OCI)

Other comprehensive income represent loss arising out of re-measurement of defined benefit plans, net of taxes amounting to Rs. 4.39 crores, which is mainly due to increase in salary escalation rate assumption from 5.50% to 6% and increase in discount rate, considering long term estimates, during the year. Fair value gain on equity investments amounting to Rs. 0.48 crores is also recognised under OCI, during the year.

Profitability

EBITDA dropped by 7% from Rs. 1,314.48 crores in FY22 to Rs. 1,218.65 crores in FY23. EBITDA margin impacted mainly due to elevated fuel prices during the current year. The average cement price for the year has increased marginally by 1% and it was not sufficient to cover the fuel cost-push. The EBITDA margin for the current year stood at 14.91% as against 21.87% in the previous year. Blended EBITDA per ton have decreased by 31% from Rs. 1,190 per ton to Rs. 823 per ton.

PBT for the current year is Rs.473.69 crores as against Rs. 801.24 crores during the previous year, with a de-growth of 41%. PAT down by 62% from Rs. 892.70 crores to Rs. 343.54 crores mainly on account of write back of deferred tax liability during the previous year and lower operating margin for FY23. The PAT margin stood at 4.20% as against 14.85% in the previous year.

Financial Position Analysis of the Balance Sheet - Separate Financials The summary of the financial position as at 31-03-2023 is detailed below:
	2022-23	2021-22	Variance
	Rs. in crores	Rs. in crores	Rs. in crores	%
Assets
Non-current Assets	12,629.50	11,350.95	1,278.55	11
Current Assets	1,88739	1,704.56	182.83	11
Total Assets	14,516.89	13,055.51	1,461.38	11
Equity & Liabilities
Equity	6,793.53	6,524.86	268.67	4
Non-current liabilities	4,639.67	3,752.23	88744	24
Current liabilities	3,083.69	2,778.42	305.27	11
Total Equity and Liabilities	14,516.89	13,055.51	1,461.38	11

Non-current Assets

Non-current assets have increased by Rs. 1,278.55 crores due

to the following reasons:

(a) The company incurred a capital expenditure of Rs. 1,765.14 crores towards establishment of integrated unit at Kolimigundla, Line III at Ramasamy Raja Nagar, Dry Mortar Plants in Salem, Ramasamy Raja Nagar, Odisha and Jayanthipuram besides regular capital expenditure. This is after adjusting non-cash adjustments / accruals viz. Depreciation of Rs. 505.39 crores (including capitalisation of depreciation of Rs. 0.95 crores) and increase in capital payables of Rs. 2.69 crores. Besides the Company has derecognised WDV of Rs. 1.88 crores towards sale of asset during the year.

(b) The company has subscribed the rights issue of equity shares of an Associate company viz. Rajapalayam Mills Limited, for a value of Rs.0.52 crores.

(c) The loans to subsidiaries and associates have decreased by Rs. 56.96 crores due to loan repayment by subsidiaries / associates. The said loans carry interest at an arms-length basis.

(d) Deposits under protest in appeals have increased by Rs. 19.97 crores and âBalance with Government Departmentsâ increased by Rs. 40.31 crores for upfront payment made to Department of Mines and Geology, Government of Karnataka for having declared as the preferred bidder for the Bommanalli Limestone block in Kalburgi district, Karnataka.

(e) Other non-current assets have increased by Rs. 13.20 crores mainly due to increase in prepaid expenses and deposits with government departments and related parties.

Current Assets

Current assets increased during the year by Rs. 182.83 crores

mainly due to the following reasons:

(a) Inventories increased by Rs. 49.01 cores mainly because of increase in inventory of pet coke due to high prices and increase in stores and spares. Inventory turnover ratio had decreased from 44 days to 39 days due to increased turnover in FY23.

(b) Trade receivable increased by Rs. 115.19 crores. The receivables turnover has come down from 22 days in the previous year to 18 days in the current year due to tightened recovery measures and factoring of certain receivables on non-recourse basis, by assigning its rights and privileges with counterparty.

(c) Unadjusted input tax credits availed under GST has decreased to the extent of Rs. 43.97 crores in view of input adjustment during the current year.

(d) Decrease in cash and bank balances by Rs. 745 crores and increase in claims receivable from government / semi-government bodies by Rs. 64.65 crores.

(e) There was an increase in other current assets to the extent of Rs. 5.40 crores mainly due to increase in prepaid expenses.

Equity

(a) There is no change in the equity share capital during the year.

(b) The total comprehensive income for the year is Rs. 339.63 crores. The Company has paid dividend for the FY22 during the current year amounting to Rs. 70.96 crores. The Companyâs return on net worth decreased from 15% to 5%. The increase in the overall cost of production and specifically the increase in the fuel cost have contributed to the reduction in the profitability. During the previous year, there was a write back of deferred tax liability of Rs. 305.58 crores as one off item.

Non-current liabilities

(a) Long-term Borrowings have increased by Rs. 764.87 crores, to fund the capital expenditure for ongoing

capacity expansion projects. The debt-equity ratio and Net Debt to EBITDA stood at 0.66 times and 3.57 times respectively as at 31^st March 2023 as against 0.60 times and 2.88 times as at 31^st March 2022. Return on capital employed is down from 10% to 5% mainly due to decrease in profitability. The decline in Debt-Service Coverage Ratio from 1.35 times in previous year to 1.31 times in current year is mainly due to relatively higher interest cost compared to previous year amid decrease in EBITDA by 7% on account of increase in power and fuel cost compared to previous year.

(b) Deferred Tax Liabilities increased by Rs. 104.47 crores due to recognition of temporary differences of Rs. 105.20 crores and tax credit adjustments of earlier years of Rs. 0.73 crores.

(c) Provisions have increased by Rs. 12.09 crores due to increase in provision for mines restoration obligation. Other liabilities have increased by Rs. 6.01 crores mainly due to recognition of deferred grant in respect of soft loans availed during the year at concessional rate for Rs. 22.37 crores and further offset by recognition of grant income by Rs. 15.13 crores, incremental classification of current portion of deferred government by Rs. 1.13 crores and lease liability reduction by Rs. 0.10 crores in respect of Right-of-Use Asset for non-cancellable leases adjusted for lease payments and interest on liability.

Current liabilities

(a) Short-term Borrowings other than current maturities of long-term borrowings decreased by Rs. 26.73 crores.

(b) Current maturities of long-term borrowings decreased by Rs. 180.67 crores, which is due within one year as per repayment schedule.

(c) Security deposits from customers / Customerâs credit balance with customers have increased by Rs. 305.58 crores mainly because of increase in customer deposits and accruals of customer rebates available for adjustment in subsequent periods.

(d) Trade payables increased by Rs. 153.67 crores because of negotiation of better credit terms with suppliers and supplier financing facility through reverse factoring arrangement for early payments to suppliers. Consequently, the average payable days has decreased marginally from 26 days in previous year to 25 days in current year.

(e) Statutory liabilities increased by Rs. 51.05 crores mainly due to increased sale volume in the month of March 2023 compared with sale in the month of March 2022.

(f) Provisions increased by Rs. 3.07 crores due to increase in provision for compensated absences by Rs. 5.08 crores which is offset by decrease in provision for disputed income tax liabilities by Rs. 2.01 crores towards liability provided based on recent assessment orders.

(g) Other liabilities decreased by Rs. 0.70 crores mainly due to decrease in financial guarantee obligation upon repayment of borrowings by the related party and decrease in book overdraft.

(f) Current ratio for the year stood at 1.08 times as against 1.14 times during the previous year.

Analysis of the Cash flows - Separate Financials The summary of the Cash flows for the year ended 31-03-2023 is given below:		(Rs. in crores)
Particulars	31-03-2023	31-03-2022
Net cash flows from Operating Activities	1,405.00	1,129.05
Net cash flows used in Investing Activities	(1,686.93)	(1,810.31)
Net cash flows from Financing Activities	274.48	715.44
Net increase/(decrease) in cash & cash equivalents	(745)	34.18

Net cash flows from Operating Activities

Net cash flows from operating activities increased mainly due to improved operating leverage.

Net cash flows used in Investing Activities

Net cash flows used in investing activities is mainly for Capex incurred towards establishment of integrated unit at Kolimigundla, Line III at Ramasamy Raja Nagar, Dry Mortar Plants in Salem, Ramasamy Raja Nagar, Odisha and Jayanthipuram and general capex.

Net cash flows from Financing Activities

Net cash flows from Financing Activities represent net proceeds from borrowings for funding capex programs and payment of interests, dividend and lease liabilities.

Reasons for variations in excess of Â± 25%

(a) The decline in Interest Service Coverage Ratio by 52% due to increase in borrowings for funding capex towards capacity expansion projects amid increase in interest rate owing to repo rate hike

(b) PE Ratio increased due to decrease in profitability on account of elevated fuel prices during FY23

(c) Blended EBITDA per Ton decreased mainly due to increase in power and fuel cost per ton from Rs. 1,257/- in previous year to Rs. 1,796/- in current year

Human Resources

At Ramco, our people are our greatest asset and we believe that in our roadmap for building the future, employee involvement is crucial to be continually creative and drive organizational excellence.

Our organizational excellence depends on the quality of people employed. Therefore, we focus on the culture of recognition, innovation in technology, engagement of right people for the right job and process improvements. Our companyâs ethics, principles and ideals have fostered a positive work culture among the employees.

Talent Acquisition

The company believes in maintaining a lean organisation to ensure optimum utilisation of manpower. Also, we have created various recruitment strategies in order to attract the best talent from the market and to retain our top performers and high potentials. Our robust talent acquisition mechanism including a software in the talent acquisition domain helped us to attract the right candidates in consonance with the culture of our organisation.

Performance Management System (PMS)

Our company introduced an objective based PMS three decades back, which is used for rewarding the high performing people and also for the development of people. Counselling is one of the key feature of our PMS, which ensures proper performance dialogue between the appraiser and appraisee and it provides a platform for better understanding between employees and superiors.

All our Training needs are captured in PMS portal during the Annual performance appraisal and subsequently our training calendar is rolled out for the year to impart continuous learning and development programmes for the employees. Our PMS system also ensures fair remuneration to all employees which encourages them to demonstrate their full potential.

Learning and Development

Our Company holds robust talent development strategies to keep the workforce equipped to face any kind of challenges in this VUCA world. Also we focus on developing the talent

through various modes of training in the areas of Behavioural, Functional, Organisational, Work Life Balance and Safety. Our company not only plans and implements the development strategies but also encourages employees to come up with suggestions in nominating them for the trainings required.

Leadership Development Programmes

Short term and Long term Leadership development programmes are conducted in association with external agencies like KoeN Meta Consulting, Pune, Flame University, Pune and quite a lot of In-House programs through external faculties to unleash and enrich the potential of the leadership team. Systems are deployed to track and analyse the training programs across the organisation. We conduct various modes of training like direct interactive sessions and virtual sessions that are focussed to improve the emotional, social and physical well-being of our employees.

Welfare Policies

Our Company is equipped with various employee-centric welfare policies that are curated from time to time like housing loan, asset building loan and various other soft loans not only for the welfare of employees but also for their families. Ramco has holistic medical approach when it comes to health of employees. We have provided Group Medical Insurance to cater medical needs of our employees and their family members, Group Personal Accident Scheme and Group term Policy to cover the life of employees.

Employee Engagement Initiatives

At Ramco, Employee Engagement initiatives like 5S, Quality circles, IMS, suggestion scheme and KAIZEN has been institutionalized. Engagement activities are conducted at Unit level to celebrate festivals and events, which includes sports, cultural and spiritual programs.

Digitalisation

Ramcoâs ERP - Human Capital Management module, has been developed and implemented successfully across the company integrating all the HR functions. In addition, the Company has developed many standalone applications as add on to this software like HR Dash board, Statutory Compliances, HR audit, Contract Labour Management System, RAMCONNECT (Employee Portal), HR Kiosk, Cementor - Mentor - Mentee and E-suggestions.

Retention

The companyâs employee oriented policies, transparent working atmosphere, encouraging innovation, excellent digital environment, performance based reward system, high quality work place practices, opportunities to uphold good work life balance and HR excellence go a long way in consistently maintaining the employees retention ratio of above 90% which substantiate that we remain employee-centric in all our practices.

Employee Recognition

The senior leaders in the organisation who have been working with the Company for more than 3 decades exhibits our successful career progression of our internal talents. Additionally, company values the employeeâs esteemed years of association with Long Service Awards to recognise and create sense of belongingness. Last year, we felicitated a huge count of 425 employees with Long Service Awards which remains on top in the past 16 years.

Risk Management Policy

https://www.ramcocements.in/investors/codes-and-policies

Subsidiary Companies

The Company has two subsidiaries, viz. Ramco Windfarms Limited and Ramco Industrial and Technology Services Limited.

The Company has no material subsidiaries.

Ramco Windfarms Limited (RWL)

The Share Capital of RWL is Rs. 1 crore, out of which 71.50% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of RWL was 39.835 MW as on 31-03-2023 comprising of 127 Wind Electric Generators.

The Company had generated 331.27 lakh units of power as compared to 333.65 lakh units of power during the previous year.

The revenue and profit after tax for the Company for the year ended 31-03-2023 were Rs. 13.51 crores and Rs. 2.25 crores compared to Rs. 13.41 crores and Rs. 2.29 crores respectively of the previous year. The Total Comprehensive Income of the Company for the year is Rs. 2.25 crores as against Rs. 2.29 of the previous year.

Ramco Industrial and Technology Services Limited (RITSL)

The Share Capital of RITSL is Rs. 4.78 crores, out of which 94.11% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The Company provides Transport services, Manpower services and Information Technology related services, mainly involving Software Implementation services.

The revenue of the Company for the year ended 31-03-2023 on standalone basis was Rs. 40.13 crores as against Rs. 40.47 crores for the previous year. The Company had incurred a loss after tax of Rs. 3.65 crores as against the loss of Rs. 1.86 crores for the previous year. The Total Comprehensive Income of the Company for the year is Rs. (3.85) crores as against Rs. (2.01) of the previous year.

In accordance with Regulation 46(2)(s) of LODR, separate audited financial statements of the above subsidiary companies are placed in the website of the Company.

Consolidated Financial Statements

The Company has 5 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited, Lynks Logistics Limited and Madurai Trans Carrier Limited.

As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Companyâs website at the following link

https://www.ramcocements.in/investors/financials

The consolidated net profit after tax of the Company amounted to Rs. 314.52 crores for the year ended 31-03-2023 as compared to Rs. 881.48 crores of the previous year.

The consolidated total comprehensive income for the year ended 31-03-2023 was Rs. 313.43 crores as against Rs. 878.88 crores of the previous year.

Directors

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

SEBI had brought in amendments in LODR Regulations for separation of the roles of Non-executive Chairperson & Managing Director, which is considered to be one of the highest standards of Corporate Governance. However, companies were given an option to adopt this provision on voluntary basis. To ensure greater Corporate Democracy and in order to have a better and more balanced governance structure and for providing a structural advantage for the board to act independently, the Board of Directors at their meeting held on 23-05-2022 had unanimously decided to separate the two posts and elected Shri.M.F.Farooqui, IAS (Retd.), Independent Director, as the Chairman of the Board of Directors, effective from 04-06-2022.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors have re-appointed Shri.PR.Venketrama Raja as Managing Director for a period of 5 years starting from 04-06-2022. His re-appointment was approved by way of a Special Resolution at the AGM held

on 10-08-2022. His reappointment consequent to retirement by rotation has been included as an Ordinary Resolution, in the Notice convening the AGM scheduled to be held on 10-08-2023.

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

The Company had formulated a Code of Conduct for the Directors and Senior Management personnel and the same has been complied with.

Salient Features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that:

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

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

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and LODR. The web address of the Policy is -

https://www.ramcocements.in/investors/codes-and-policies

information. As required under Regulation 46(2)(i) of LODR, the details of the Familiarisation Programme for Independent Directors are available at the Companyâs website, at the following link -

https://www.ramcocements.in/investors/management

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

Board Evaluation

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

Meetings

Secretarial Standards

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

Public Deposits

The Company has stopped accepting deposits from 01-04-2014 and have repaid / transferred to IEPF the deposits as the case may be and no deposit amount is pending with the company.

Orders Passed by Regulators

Internal Financial Controls

In accordance with Section 134(5)(e) of the Companies Act,

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

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments along with the purposes are provided under Notes No. 12, 14, 21 and 49 of Notes to the Separate Financial Statements.

Audits

Statutory Audit

The report of the Statutory Auditors for the year ended 31^st March 2023 does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Companyâs Auditors.

Cost Audit

As per Rule 3 of Companies (Cost Records and Audit) Rules,

2014, the Company is required to maintain cost records and accordingly such records and accounts are made and maintained.

The Board of Directors had approved the appointment of M/s. Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records for the

year 2023-24 at a remuneration of Rs.6,50,000/- (Rupees Six lakhs fifty thousand only) exclusive of GST and out-ofpocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 65^th Annual General Meeting scheduled to be held on 10-08-2023, for ratification by the Members.

The Cost Audit Report for the financial year 2021-22 due to be filed with Ministry of Corporate Affairs by 01-09-2022, had been filed on 25-08-2022. The Cost Audit Report for the financial year 2022-23 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the Ministry of Corporate Affairs, within 30 days thereof.

Secretarial Audit

M/s.S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31^st March 2023 is attached as Annexure-2. The report does not contain any qualification, reservation or adverse remark.

Annual Return

The Annual Return for the year ended 31^st March 2022 in Form MGT-7, filed with Ministry of Corporate Affairs, is available in the Companyâs website at the following link:

https://www.ramcocements.in/investors/shareholders Corporate Governance

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

Corporate Social Responsibility

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

Vigil Mechanism / Whistle Blower Policy

Related Party Transactions

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs website and its weblink is -

https://www.ramcocements.in/investors/codes-and-policies

As required under 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is -

https://www.ramcocements.in/investors/codes-and-policies

Material Changes since 1^st April 2023

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of Employees and Related Disclosures

Employee Stock Option Scheme

At the Annual General Meeting held on 03-08-2018, the Members had approved the following Employee Stock Option Schemes.

Name of the Scheme

Total No.

Exercise Price

of Options

Vesting Period

Maximum Term

Source

ESOS 2018 - Plan A ESOS 2018 - Plan B

5,00,000 Rs. 1/- per share 700,000 Rs. 100/- per share

One year from the date of grant

31^st December of the immediately succeeding Financial Year, in which the vesting was done.

Primary

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

The Plan is intended to:

â¢ Create a sense of ownership within the organisation;

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

â¢ Retain and motivate Employees;

â¢ Encourage Eligible Persons to align their performance with Company objectives;

â¢ Reward Eligible Persons with ownership in proportion to their contribution;

â¢ Align interest of Eligible Persons with those of the organisation.

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

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

Details of Movement of Employee Stock Options during the year:

Sl. No	Particulars	ESOS 2018 - Plan A	ESOS 2018 - Plan B
(a)	Number of options granted during the year	Nil	N	l
(b)	Number of options vested during the year	Nil	N	l
(c)	Number of options exercised during the year	Nil	N	l
(d)	Number of shares arising as a result of exercise of options	Nil	N	l
(e)	Number of options lapsed during the year	Nil	N	l
(f)	Exercise Price	Rs. 1/-	Rs. 100/
(g)	Variation of terms of options	Nil	Nil
(h)	Money realized by exercise of options (INR), if scheme is implemented directly by the Company	Nil	Nil
(i)	Total Number of options in force (available for grant, but not yet granted)	1,69,000	3,15,400
(j)	Employee-wise details of options granted to
	(i) Key Managerial Personnel	Nil	Nil
	(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year	Nil	Nil
	(iii) 1 dentified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil	Nil

https://www.ramcocements.in/investors/shareholders

Credit Rating

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

Awards

The Company has been receiving various awards in Environment, Health & Safety, CSR, Energy Efficiency, etc. More details are available in pages 60 and 61.

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited.

Investor Education and Protection Fund (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years, transferred to IEPF, during the year under review are detailed below:

Dividend	Amount	Date of Transfer
Details	Transferred - Rs.	to IEPF
2014-15	22,76,802	26-08-2022
2015-16	44,13,600	28-03-2023

Shares transferred to IEPF, during the year under review are detailed below:
No. of Shares	Date of Transfer to IEPF
80	07-09-2022
15,050	09-09-2022
6,759	27-09-2022
4,000	14-10-2022

Year wise amount of unpaid/unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferred to IEPF and due dates for such transfer, are tabled below:
Year	Type of Dividend	Date of Declaration of Dividend	Last Date for Claiming Unpaid Dividend	Due Date for Transfer to IEP Fund	No. of Shares of Rs. 1/- each	Amount of Unclaimed / Unpaid Dividend as on 31-03-2023 - Rs.
2016-17	Dividend	04-08-2017	03-08-2024	02-09-2024	15,73,924	47,21,772
2017-18	Dividend	03-08-2018	02-08-2025	01-09-2025	8,33,804	25,01,412
2018-19	Dividend	08-08-2019	07-08-2026	06-09-2026	780,731	23,42,193
2019-20	Dividend	03-03-2020	02-03-2027	01-04-2027	735,278	18,38,195
2020-21	Dividend	12-03-2021	11-03-2028	10-04-2028	769,230	20,84,890
2021-22	Dividend	10-08-2022	09-08-2029	08-09-2029	7,97,761	21,46,344

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

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

Acknowledgement

On behalf of the Board of Directors, For THE RAMCO CEMENTS LIMITED,

M.F.FAROOQUI

Chennai Chairman

18-05-2023 (DIN: 01910054)

Directorsâ Responsibility Statement

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

Directors confirm that

(b) t hey had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2023 and of the profit of the Company for the year ended on that date;

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

Mar 31, 2021

Your Directors have pleasure in presenting their 63"^d Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2021.

'' in Crores
Financial Results	Separate Financials
Financial Results	Year ended 31-03-2021	Year ended 31-03-2020
Revenue (Net of Duties and Taxes)	5,303.08	5,405.64
Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT)	1,582.60	1,173.82
Less: Interest	87.62	71.35
Profit before Depreciation and Tax (PBDT)	1,494.98	1,102.47
Less: Depreciation	355.30	315.26
Profit before tax	1,139.68	78721
Less: Tax Expenses
Current Tax	245.63	139.02
Current Tax adjustments of earlier years	(1.61)	0.24
Deferred Tax	115.80	74.28
MAT Credit recognition	-	(36.74)
Deferred Tax adjustment of earlier years	18.78	9.32
Profit After Tax	761.08	601.09
Other Comprehensive Income for the year {Net of Tax of '' 2.77 crores [PY: '' 3.68 crores]}	(3.13)	(781)
Total Comprehensive Income for the year (TCI)	757.95	593.28

Changes in Capital and Debt Structure

At the beginning of the year, the paid up capital of the Company was '' 23,55,76,780/- consisting of 23,55,76,780 shares of '' 1/-each. During the year under review, 3,13,165 equity shares of '' 1/- each were allotted on exercise of employee stock options by the employees of the Company. Consequently, at the end of the year, the paid up capital of the Company had increased to '' 23,58,89,945/- consisting of 23,58,89,945 shares of '' 1/- each.

The Company does not have any Scheme for issue of sweat equity to the employees or Directors of the Company.

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

The details of Secured Redeemable Non-Convertible Debentures issued during the year under review are given below:

(a)	Name of the Series	5.50% Series E	5.50% Series F
(b)	Date of issue and allotment of the securities	20-11-2020	25-02-2021 & 26-02-2021
(c)	Number of securities	1950	2000
(d)	Type of issue	Private Placement	Private Placement
(e)	Details of the debt restructuring pursuant to which the securities are issued	Not applicable	Not applicable
(f)	Issue price - per instrument	'' 10.00 lakhs	'' 10.00 lakhs
(g)	Coupon rate	5.50%	5.50%
(h)	Maturity date	20-05-2024	24-02-2023 : '' 100 crores & 26-04-2023 : '' 100 crores
(i)	Amount raised	'' 195 crores	'' 200 crores

Dividend

Your Directors at the Board Meeting held on 12-03-2021 have approved payment of Interim Dividend of '' 3/- per share on the Equity Capital of the Company. Your Directors recommend this to be the total dividend for the year. The total dividend for the year amounted to '' 70.84 crores.

For the previous year, the Company had paid a dividend of '' 2.50 per share, with an outgo of '' 58.95 crores towards Dividend and '' 12.12 crores towards Dividend Distribution Tax.

The payment of dividend is in accordance with the âDividend Distribution Policyâ of the Company. The Policy is available on the website of the Company under the weblink: http://ramcocements.net/ramcocements/pdffiles/policies/ DIVIDEND%20DISTRIBUTI0N%20P0LICY%202016.pdf

The Dividend Distribution Policy forms part of this Report. Transfer to General Reserves

After appropriations, a sum of '' 200 crores has been kept as retained earnings of the Company and a sum of '' 685.07 crores has been transferred to General Reserve. As on 31-03-2021, the General Reserve stands at '' 5,353.81 crores.

Taxation

For the year ended 31-03-2021, the Company has made current tax provision of '' 245.63 crores under regular method as against '' 139.02 crores under MAT in the previous year. Current tax adjustments of earlier years is '' (1.61) crores as against '' 0.24 crores during the previous year.

The deferred tax for the year ended 31-03-2021 is '' 115.80 crores as against '' 74.28 crores in the previous year. Deferred tax adjustments during the current year pertaining to earlier years is '' 18.78 crores as against '' 9.32 crores during the previous year.

Management Discussion & Analysis Report

Macroeconomic Review Global Economy

The global growth contraction for 2020 is estimated at 3.5% as against growth of 2.9% in 2019. Despite the high and rising human toll of the pandemic, economic activity appears to be adapting to subdued contact-intensive activity with the passage of time. Advanced economies contracted 4.9% in 2020 but are expected to grow at 4.3% in 2021. Emerging markets witnessed lower economic impact than advanced economies in 2020 at 2.4% contraction and higher expected growth at 6.3% in 2021. The sizeable fiscal support and additional policy measures announced at the end of 2020 - notably in the United States and Japan - are expected to provide support to the global economy. Amid exceptional uncertainty, the global economy is projected to grow 5.5% in 2021 and 4.2% in 2022. Multiple vaccine approvals and the successful vaccination drive carried out in most countries in early 2021 have raised hopes of an eventual end to the pandemic.¹

Indian Economy

The growth in Indiaâs real GDP during FY 2020-21 is estimated at -8% as compared to the growth rate of 4.2% in FY 2019-20, as per second advance estimates of the economic growth. The economy had contracted by a record 24.4% in the first

quarter due to the coronavirus pandemic and consequent lockdowns. However, the contraction narrowed to 75% in the second quarter and expanded 0.4% in the third quarter as economic activity picked up with Government adopting the policy of âlives as well as livelihoodsâ as against âlives over livelihoodsâ.â Though the threat of the pandemic continues to hover around, social distancing continues to be the most effective tool to combat the pandemic as activity levels continue to rise in the economy boosted by the rapidly escalating inoculation drive.

The per capita income in real terms during FY 2020-21 is estimated at '' 85,929 as compared to '' 94,566 in FY 2019-20. Manufacturing and services, trade, hotel, transport sector the most hit sectors in FY 2020-21 were expected to contract 8.4% and 18% respectively. Electricity is likely to post 1.8% growth while agriculture sector growth is expected at 3% aided by good monsoon and uninterrupted work through most of the year. The pick-up in construction activity witnessed towards the end of the fiscal, with its wide array of backward and forward linkages, is slowly developing into a critical growth lever of the economy.

Agriculture sector continues to show robust growth and is instrumental in strengthening rural demand along with MGNREGS that has created 3.5 billion person days of employment in 11 months of FY 2020-21, 41.6% higher than in the previous year. Rapid production and deployment of vaccination will be critical to taking forward the health stimulus deep into FY 2021-22.

As a result of recovering investor sentiment, recovery in manufacturing and construction, investment focussed Government spending and massive vaccination drive undertaken by the Government, Indiaâs GDP growth is likely to rebound sharply to 12.6% in FY 2021-22 supported by strong fiscal and quasi-fiscal measures, making it the fastest-growing economy in the world, as per Organization for Economic Co-operation and Development (OECD).²

Cement Industry Review

According to the Cement Manufacturers Association, the total installed capacity in Indian cement sector is ~545 million tons per annum (MTPA) and it is the fourth-largest revenue contributor to the exchequer. The Indian cement sector accounts for over 7% of the global installed capacity and is the second-largest in the World after China. Covid-19 pandemic has had a severe hit on the cement sector leading to a demand contraction of about 10-13% in FY 2020-21, following lockdown measures taken by the Indian government to curb the spread of global pandemic in the country. This also negatively impacted capacity utilization levels of the domestic manufacturers.

The demand offtake was particularly tepid in metros/tier 1 cities. Diversion of Government funds towards health and public welfare led to lower capex in cement projects weighed on demand growth as Government-led projects account for 35-40% of total demand. Recovery post opening up of businesses was slower

owing to weak business sentiment and labour availability issues. The only relief was the rural demand which showed good offtake led by reverse migration and steady farm incomes even amidst lockdown. Overall impact on cement volume is expected to be 2% decline as a swift recovery in last quarter of FY 2020-21 compensated for the 31% decline in volume witnessed in the first quarter of the fiscal. Infrastructure push by the Government, a pick-up in real-estate demand and industry consolidation resulted in increase in pan-India cement prices in March 2021.³

Future Outlook

Threats and Opportunities

The cement industry is set to hit a decadal high volume growth of 20% in FY 2021-22 aided by an expected revival in demand from the infrastructure and urban housing sectors in line with ~26% increase in budgetary allocation for infrastructure in the Union Budget 2021-22. In addition to these sectors, rural demand is also expected to sustain on the back of higher rural incomes witnessed in FY 2020-21 and by positive farm sentiment. PMAY-G is expected to sustain momentum as it utilizes its potential to engage rural workforce and drive rural employment. Sufficient cash inflow in the rural economy could commensurate in rural infrastructure creation thus augmenting cement demand. PMAY-U has also witnessed pickup as against other housing segments owing to low ticket sizes and government incentives like inclusion of PMAY-U and infrastructure sector in the Atmanirbhar Bharat 3.0â package.

The increased sales volume will compensate the impact of rising power and fuel costs on cash accruals. Rising cost of diesel, pet coke and coal may push up cost as freight, power and fuel constitute ~55% of the total cost of sale of cement.

Return of volume growth to pre-pandemic levels to an expected 18-20% growth in cement demand, supported by rural demand, push for affordable housing, and recovery in infrastructure segment. Cement production capacity is forecast to increase by up to 20-22 MnT compared to 15-17 MnT in FY 2020-21. Most of this additional capacity is expected to be in the Eastern region. Capacity utilisation rates are also expected to recover from the low levels of FY 2020-21.

Due to the increasing demand in various sectors such as housing, commercial construction and industrial construction, cement industry is expected to reach 550-600 MTPA by 2025.⁴

Company Review Cement Division Production

Particulars	April 2020 to March 2021	April 2019 to March 2020	Change over previous year
	In Tons	In Tons	In Tons	In %
Clinker	73,86,863	90,85,253	(16,98,390)	(18.69)
Cement	99,24,655	1,14,11,750	(14,87,095)	(13.03)

Sales

During the year, the Company had sold 99.77 lakh tons of cement, compared to 112.03 lakh tons of the previous year. Due to the outbreak of COVID-19, Government had imposed lockdown since March 2020, which continued till first half of the year 2020-2021 with various levels of restrictions. The outbreak and the restrictions imposed on the movement of goods affected the construction industry, impacting the sale of cement for the year under review. The Company took various precautionary measures, with regard to safety of the employees and employees of the transporters and other contractors. The Company adhered to the various safety instructions issued by the State and Central Governments with regard to running of its factories and offices. These timely measures enabled the Company to resume its operations at the earliest possible periods. But for these steps, the impact of the COVID-19 on cement sales would have been higher.

During the year under review, the Company has exported 0.62 lakh tons of cement as against 2.30 lakh tons during the previous year. The export turnover of the Company for the year was '' 23.22 crores as against '' 113.71 crores of the previous year.

Ready Mix Concrete Division

The Division has produced 26,952 cu.m of concrete during the year, accounting for a revenue of '' 11.92 crores (Net of duties and Taxes) as against 32,999 cu.m. of concrete accounting for a revenue of '' 14.16 crores (Net of duties and Taxes) during the previous year.

Dry Mortar Division

The Division has produced 37049 tons of Dry Mortar during the year as against 38,739 tons produced during the previous year. The Division has sold 36,694 tons of Dry Mortar accounting for a revenue of '' 29.70 crores (Net of duties and Taxes) during the year as against 38,329 tons of Dry Mortar accounting for a revenue of '' 30.59 crores (Net of duties and Taxes) during the previous year.

Wind Farm Division

The Division has generated 2,141 lakh units as compared to 2,268 lakh units in the previous year. Out of this, 2,062 lakh units were generated from the wind farms in Tamil Nadu and 79 lakh units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 283 lakh units were meant for adjustment against the power consumed in the Companyâs plants and balance 1,779 lakh units have been sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of '' 53.30 crores.

The 79 lakh units generated during the period under review in Karnataka have been banked with Bangalore Electricity Supply Company Limited (BESCOM). Out of this, the company had sold 61 lakh units to third parties for a value of '' 2.64 crores and the same had been realised. The balance 18 lakhs units

lying in banking with BESCOM will be sold to third parties during subsequent periods.

The installed capacity of the wind farm of the Company was 125.95 MW as on 31-03-2021 comprising of 108 Wind Electric Generators.

The income during the year from the Division was '' 56.42 crores as against '' 58.07 crores of the previous year.

Power Plants

The Companyâs thermal power plants aggregating to a capacity of 175 MW are located at its cement manufacturing plants. The power generated from the thermal power plants were used for self-consumption in the cement manufacturing.

Capital Expenditure Programmes - New Projects

The status of the projects are given below.

Cement Plants

In the Boardâs Report for the year ended 31-03-2020, it was informed about the progress of establishment of Companyâs Line III at the existing Jayanthipuram Plant with a clinkerisation capacity of 1.5 Million Tons Per Annum (MTPA). It was also informed that the plant will have a Waste Heat Recovery System to generate 27 MW of power. As against the project cost of '' 740 crores as informed in the Boardâs Report for the year ended 31-03-2020, the cost of the project now stands revised at '' 910 crores. The increase in the cost of the project by '' 170 crores is mainly due to, inclusion of additional features such as, slag hopper, clinker export system, larger sized limestone stacker reclaimers, belt conveyors, upgradation of interface automation, Intelligent Motor Control Centre and additional transformers.

The Phase-1 of the Waste Heat Recovery System with a capacity of 9 MW had been commissioned in September 2020. The Phase-2 of the Waste Heat Recovery System with a capacity of 9 MW had been commissioned in February 2021. The Line - III clinkerisation project and the Phase-3 of the Waste Heat Recovery System with a capacity of 9 MW are scheduled to be commissioned by end of June 2021.

In the Boardâs Report for the year ended 31-03-2020, it was informed about the progress of establishment of Companyâs new cement plant at Kalavatala Village, Kolimigundla Mandal, Kurnool District, Andhra Pradesh with Clinkerisation capacity of 2.25 MTPA and cement manufacturing capacity of 1 MTPA at a cost of '' 1,600 crores. It was also informed that this proposed green field cement plant will have a Waste Heat Recovery System

of 12.15 MW and Thermal power plant of 18 MW aggregating to 30.15 MW, so that the cement plant will be self-reliant on power. The Plant will also have railway siding to provide flexibility in logistics. With increase in the steel cost and the delay in the execution time due to COVID pandemic, the cost of the project has increased by '' 150 crores.

Further during the execution of the project, it was considered advantageous and also economical to create infrastructure necessary for future expansion by installing another line. These infrastructures include, additional stackers reclaimers for limestone and coal, higher capacity additive yard, additional silos for clinker and cement, additional packing machines and other structural facilities. The cost of such infrastructures would be '' 650 crores.

It was informed at the Boardâs Report for the year ended 31-03-2020 that the project would be commissioned during the last quarter of 2020-2021. However, due to the outbreak of COVID-19, there were severe lockdown restrictions for long periods. Even though the Company had given the contract to the leading construction company, Larsen & Toubro for the civil construction, the labourers had left the site. And it took lot of time and efforts in bringing back the labour force of adequate strength to the site. Because of the above, there had been considerable delay in the implementation of the project. The project upto clinkerisation is now scheduled to be commissioned in September 2021. The Cement Mill, Waste Heat Recovery System and Thermal Power Plant are scheduled to be commissioned during 2022-2023.

Grinding Units

In the Boardâs Report for the year ended 31-03-2020, it was informed that the Company had expanded its Kolaghat grinding unit with another line of grinding capacity of 1.05 MTPA at a cost of '' 386 crores. It was also informed that the Mill was commissioned in September 2019 and subsequently during the year under review, the Railway Siding was commissioned in September 2020.

In the Boardâs Report for the year ended 31-03-2020, it was also informed about the progress of establishment of Companyâs new cement grinding unit at Haridaspur Village, Jajpur District, Odisha, with a grinding capacity of 1 MTPA. The project along with Railway Siding was commissioned in August 2020 as scheduled and the capacity of the project had been reassessed at 0.9 MTPA. The cost of the project had increased from '' 717 crores to '' 767 crores due to additional infrastructure works considered essential for future expansion.

Total Revenue

The company has sold 9.98 MnT of cement as against 11.20 MnT during the previous year, with a de-growth in volume of 11%. There is a de-growth in volume in southern markets due to COVID-19 and prolonged monsoon. However, the volume has grown in the eastern markets. During the year, the average net realisable sale price of cement has improved by 10%. Though the volume de-growth for the year is 11%, the drop in net revenue is only 2% because of improvement in cement prices and improvement in sale of premium products during the year. The companyâs strategy in offering its customers with right products for right applications has reinforced our market position with better market mix and premiumisation of our products.

During the current year, the Company saw a decline in the net generation of wind power from 22.68 Crore units to 21.41 Crore units, a reduction of 6% and thus revenue from wind power has declined by 3%. Other income has decreased mainly due to decrease in interest income.

Cost of materials consumed

During the year 2020-21, cost of materials consumed decreased by 11% compared to the previous year. The main reason is due to decrease in clinker production by 19% and cement production by

Financial Performance Review

Analysis of the Statement of Profit and Loss - Separate Financials

The summary of key components of the Statement of Profit and Loss for the financial year 2020-21 is detailed below:

Particulars	2020-21	2019-20	Variance
Particulars	'' in crores	'' in crores	'' in crores	%
Revenue
Sale of Products	5,212.02	5,310.37	(98.35)	(2)
Income from Wind power	56.42	58.07	(1.65)	(3)
Other Income	34.64	3720	(2.56)	(7)
Total Revenue	5,303.08	5,405.64	(102.56)	(2)
Operational Expenses
Cost of material consumed	818.84	921.15	(102.31)	(11)
Change in inventories of finished goods & WIP	46.52	(4739)	93.91	-
Employee Benefits Expenses	402.13	368.20	33.93	9
Transportation and Handling	1,026.08	1,13790	(111.82)	(10)
Power and Fuel	794.67	1,050.87	(256.20)	(24)
Other Expenses, net of self-consumption	632.24	801.09	(168.85)	(21)
Total Operational Expenses	3,720.48	4,231.82	(511.34)	(12)
EBITDA	1,582.60	1,173.82	408.78	35
Depreciation & Amortization Expense	355.30	315.26	40.04	13
Finance Costs	8762	71.35	16.27	23
Profit Before Tax	1,139.68	78721	352.47	45
Tax Expenses	378.60	186.12	192.48	103
Profit After Tax	761.08	601.09	159.99	27
Other Comprehensive Income	(3.13)	(781)	4.68	-
Total Comprehensive Income	757.95	593.28	164.67	28

13%. Also there was a drop of 2% in the OPC production, which contributed for the reduction in raw materials cost. During the year, the company has used purchased clinker of 3.04 Lac tons for cement production to take care of the increased demand in the Eastern Market. But for this, cost of raw materials consumed would have been much lower. Cost of materials consumed for the year under review accounted for 15.44% of the revenue as against 1704% in the previous year.

Change in inventories of finished goods / work-in-progress

The decrease in inventories of finished goods / work-in-progress was due to liquidation of inventories.

Employee Benefits Expenses

The employee cost for the year increased by 9% due to rise in headcount from 3,327 to 3,374, and increment in the annual salaries. The Company has also charged '' 19.54 Crores towards fair value of the employee stock options granted to its eligible employees as per ESOS 2018, which is a non-cash item. The Company has capitalised an amount of '' 34.19 Crores (PY: '' 28.06 Crores) that are directly attributable towards commissioning of new projects. The employee cost for the year under review stood at 758% of the revenue, as against 6.81% in the previous year.

Transportation and Handling expenses

During the year 2020-21, Transportation and Handling expenses decreased by 10% compared to the previous year, despite an increase in diesel price by 11%. The main reason for reduction in transportation expenses is due to drop in sale volume by 11%. The overall lead distance for cement stood at 327 KMs as against 288 KMs during the previous year. Transportation and handling expenses for the year under review remained at 19.35% of the revenue, as against 21.05% in the previous year.

Power and Fuel

During the year 2020-21, the cost of power and fuel was less by 24% compared to the previous year, due to decrease in clinker production by 19% and cement production by 13%. The average increase in diesel prices by 11% during the year have pushed up the inward cost of materials. The company has curtailed the usage of pet coke and increased the usage of relatively low-priced fuel viz. imported coal and alternate fuel which is cost effective. The CIF prices of pet coke have increased from $ 70 to $ 110 during the year. However, the companyâs overall power and fuel cost for the FY 2020-21 is reduced due to cost benefits of holding higher inventory of pet coke/imported coal procured at lower prices in earlier periods. Pet coke in overall fuel mix for the FY 2020-21 is 41% as against 48% in the previous year.

The operations of 18 MW WHRS in Jayanthipuram commissioned during FY 2020-21 have also helped to manage the power cost better. However, the consistent rupee depreciation has offset the fuel price benefits. The full benefit of WHRS will be available in FY 2021-22. During the current year, 77% of the total power requirements were met from captive thermal power plants, 14% from electricity grids and 9% from Green Power viz. wind power, Gas power and WHRS. Power and fuel cost accounted for at 14.99% of revenue in FY 2020-21 as against 19.44% in the previous year.

Further, in Ramasamy Raja Nagar Plant, the waste heat available from the preheater and cooler of the cement kiln is used for preheating the boiler feed water of the thermal power plant. By this, the heat rate in the thermal power plant is reduced, contributing a saving of 340 Kcal/Unit of power generated in the thermal power plant. The Company is also proposing similar measures in its Alathiyur and Ariyalur units.

Other expenses

Other expenses decreased by 21% from '' 801.09 Crores in FY 2019-20 to '' 632.24 Crores in FY 2020-21. The main reasons were due to decrease in advertisement / sales promotion expenses by '' 129.70 Crores. During the year, there was a decrease of '' 15.10 Crores in the plant operating expenses viz. Stores & spares and Repairs & Maintenance compared to previous year. Also the packing cost has come down during the year by '' 23.72 Crores due to drop in sale volume by 11%. The general and other administrative expenses have decreased by '' 10.11 Crores during the year, which was offset by increase in insurance premium by '' 9.78 Crores. Other expenses accounted for 11.92% of the revenue in FY 2020-21 as against 14.82% in FY 2019-20.

Depreciation & Amortization

Depreciation and Amortization has increased from '' 315.26 Crores to '' 355.30 Crores. The reason for increase is mainly due to depreciation arising out of commissioning of new lines in the cement grinding locations at Kolaghat during September 2019, Vizag during March 2020 and Odisha during September 2020. Depreciation & Amortization accounted for 6.70% of revenue in FY 2020-21 as against 5.83% in FY 2019-20.

Finance Costs

Finance costs have increased by 23% from '' 71.35 Crores in FY 2019-20 to '' 8762 Crores in FY 2020-21 mainly due to increase in average borrowings compared to previous year. The weighted average cost of total borrowings for the current year stood at 6.10% as against 6.71% in the previous year. The total borrowings as at 31^st March 2021 has increased marginally by '' 7763 Crores and stood at '' 3,101.72 Crores.

The interest coverage ratio increased from 5.56 times in the previous year to 6.53 times in the current year due to improved operating margin. The Gross interest on the borrowings for the current year was '' 18787 Crores and out of which, '' 100.25 Crores was capitalised as part of eligible qualifying assets. Finance costs accounted for 1.65% as against 1.32% in the previous year.

Tax Expenses

Current tax expenses has increased mainly due to increase in profit by 45%. Also the Company provided for current tax under Regular Method in the current year as against MAT during the previous year.

Deferred tax has increased due to increase in temporary difference arising out of depreciation on project capitalisation during FY 2020-21.

Excess current tax and deferred tax provision of earlier years written back during FY 2020-21 was '' 1.61 Crores and '' 1.08 Crores respectively. An amount of '' 19.86 Crores arising out of reversal of MAT Credit on account of re-quantification of deductions claimed under Section 80IA of Income Tax Act, 1961 based on assessment proceedings completed recently, was charged off as deferred tax adjustments of earlier years in FY 2020-21. Tax expenses accounted for 714% in FY 2020-21 as against 3.44% in FY 2019-20.

The overall effective tax rate has increased from 23.52% to 33.15% mainly due to non-availability of deduction for investment allowance reserve during the current year and a shift from MAT to Regular method.

As per Section 115BAA in the Income Tax Act, 1961 introduced during the year, the company has an irrevocable option of shifting to a lower tax rate and simultaneously forgo certain tax incentives, deductions and accumulated MAT credit. The Company has not exercised this option for the year ended 31-03-2021 in view of the benefits available under the existing tax regime.

Other Comprehensive Income (OCI)

Other comprehensive income represents loss arising out of re-measurement of defined benefit plans, net of taxes amounting to '' 5.17 Crores, which is mainly due to increase in salary escalation rate assumption from 4% to 5% considering long term estimates, during the year. MTM gain on equity investments amounting to '' 2.04 Crores is also recognised under OCI, during the year.

Profitability

EBIDTA grew by 35% from '' 1,173.82 Crores in FY 2019-20 to '' 1,582.60 Crores in FY 2020-21. The EBITDA margin for the current year stood at 29.84% as against 21.71% in the previous

year. Blended EBITDA per ton is increased by 51% from '' 1,048 per ton to '' 1,586 per ton.

The company has achieved a Profit Before Tax of '' 1,139.68 crores during the year and thus crossing the '' 1,000 crores mark for the first time. Profit After Tax (PAT) increased by 27% from '' 601.09 Crores to '' 761.08 Crores led by improved prices and cost reduction. The PAT margin stood at 14.35% as against 11.12% in the previous year.

The overall profitability could have been better but for the disruption of operations due to COVID 19 lockdown imposed during the month of April 2020 and May 2020.

Financial Position

Analysis of the Balance Sheet - Separate Financials

Thp Qiimmprx/ nf thp finpnrtial no.Qition p.q at 31-03-9091 i.Q HptpilpH hplow

'' In Crores
Particulars	As at 31-03-2021	As at 31-03-2020	Variance
Particulars	As at 31-03-2021	As at 31-03-2020	'' in crores	In %
Assets
Non-current Assets	9,894.60	8,479.03	1,415.57	17
Current Assets	1,451.16	1,56797	(116.81)	(7)
Total Assets	11,345.76	10,047.00	1,298.76	13
Equity & Liabilities
Equity	5,626.80	4,918.56	708.24	14
Non-current liabilities	3,301.73	2,794.49	50724	18
Current liabilities	2,41723	2,333.95	83.28	4
Total Equity and Liabilities	11,345.76	10,047.00	1,298.76	13

Non-current Assets

Non-current assets have increased by '' 1,415.57 Crores due to

the following reasons:

(a) The company incurred a capital expenditure of '' 1,766.28 Crores towards capacity expansion program at Jayanthipuram, Kurnool and Haridaspur besides regular capital expenditure. This is after adjusting non-cash adjustments / accruals viz. Depreciation of '' 355.30 Crores and decrease in capital payables of '' 9.36 Crores.

(b) The company has made strategic investments of '' 9.95 Crores in equity shares of Lynks Logistics Limited, which is an Associate company.

(c) The loans to subsidiaries and associates have increased by '' 16.34 Crores. The said loans carry interest at an arms-length basis.

(d) Other non-current assets have decreased by '' 12.34 Crores mainly due to receipt of income tax refund receivable, reduction in employee loan and closure of fixed deposits, which is further offset by increase in deposit with government departments.

Current Assets

Current assets reduced during the year by '' 116.81 Crores due

to the following reasons

(a) Inventory of finished goods, work-in-progress and packing materials have decreased to the extent of '' 38.01 Crores on account of steady demand in the markets. Raw materials and Stores have increased marginally by '' 2.43 Crores. The Fuel stocks have been reduced by '' 11.78 Crores due to reduction in the re-order level in view of increase in fuel prices. Inventory turnover ratio increased marginally from 41 days to 43 days due to drop in turnover.

(b) Trade receivable reduced by '' 151.67 Crores.

The receivables turnover pertaining to cement has come down from 27 days in the previous year to 25 days in the current year. The Company has received '' 139.12 Crores from TNEB during the year against outstanding towards sale of wind energy to the grid.

(d) Unadjusted input tax credits availed under GST has decreased to the extent of '' 26.99 Crores in view of input adjustment during the current year.

(e) I ncrease in cash and bank balances by '' 50.44 Crores and increase in claims receivable from Government departments by '' 31.95 Crores.

(f) There was an increase in other current assets to an extent of '' 18.86 Crores mainly due to increase in supplier advances and prepaid expenses.

Equity

(a) During the year, the company has allotted 3,13,165 equity shares of '' 1/- each pursuant of exercise of options by its eligible employees as per ESOS 2018. Consequently, the paid-up equity share capital of the Company has increased from '' 23.56 Crores to '' 23.59 Crores

(b) The total comprehensive income for the year is '' 75795 Crores. The Company has also charged profit and loss and created a reserve for '' 19.54 Crores towards ESOP. The dividend pay-outs including TDS on dividends was '' 70.84 Crores. The Companyâs return on net worth increased from 13% to 14% due to increase in profitability.

Non-current liabilities

(a) Long-term Borrowings have increased by '' 330.28 Crores to fund the capital expenditure for ongoing capacity expansion projects. The debt-equity ratio and Debt / EBITDA has reduced to 0.55 times and 1.96 times respectively as at 31^st March 2021 as against 0.61 times and 2.58 times as at 31^st March 2020. Return on capital employed has marginally increased from 9% to 10%. The decline in Debt-Service Coverage Ratio from 2.90 times in previous year to 1.80 times in current year is mainly due to higher scheduled principal repayments and Gross interest cost compared to previous year.

(b) Deferred Tax Liabilities have increased by '' 170.42 Crores due to recognition of temporary differences of '' 115.80 Crores, MAT Credit Set off for '' 35.84 Crores and tax adjustments of earlier years of '' 18.78 Crores.

(c) Provisions have increased by '' 8.03 Crores due to increase in provision for mines restoration obligation. Other liabilities have decreased by '' 1.49 Crores due to recognition of grant income and interest on liability adjusted for lease payments for non-cancellable leases.

Current liabilities

(a) Short-term Borrowings decreased by '' 47794 Crores due to better working capital management.

(b) Current maturities of long-term borrowings have increased by '' 225.29 Crores, which is due within one year as per repayment schedule.

(d) Trade payables increased by '' 21.99 Crores due to increase in average payable days from 20 days in previous year to 24 days in current year.

(e) Statutory liabilities increased by '' 30.23 Crores mainly due to increase in GST on sales on account of comparatively higher sale volume in March 2021 as against March 2020.

(f) Provisions increased by '' 2.97 Crores due increase in provision for compensated absences by '' 5.21 Crores, which was offset by decrease in provision for disputed income tax liabilities by '' 2.24 Crores and other liabilities increased by '' 39.02 Crores mainly due to increase in interest accrued for the borrowings and book overdraft.

(g) Current ratio for the year stood at 1.26 times as against 1.06 times during the previous year.

Reasons for variations in excess of Â± 25%

(a) The decline in Net Debt / EBITDA is due to increase in operating profit

(b) PE Ratio increased due to increase in Market price per share as at 31^st March 2021 and improved profitability during the year.

(d) The decline in Debt-Service Coverage Ratio is mainly due to higher scheduled principal repayments / Gross interest cost compared to previous year.

Human Resources

Manpower is the key resource in business. It is the greatest asset to drive the socio-economic changes that is currently prevailing. The focus of the business has always been on developing a culture of recognition, innovation in technology and process improvement. The Companyâs emphasises on ethics and values across the Organisation has built the positive Culture among the employees.

HR initiatives have been aligned to the overall business strategy by focussing on identifying and grooming high potential talent through various management and leadership programmes as part of Succession planning.

Talent Acquisition

The Company focusses on nurturing its talents by adopting a meritocratic, caring and transparent work culture. The Company has a robust talent acquisition mechanism devised to attract and retain best of talents who fit into its culture. Manpower planning is appropriately done in order to maintain an optimum number of employees at any given point in time. The lean organisation structure helps us make best utilisation of resources and deliver value to customers.

Performance Management System

The Company ensures fair remuneration through its unique performance reward system which encourages employees to demonstrate their fullest potential. Performance based reward and increment system is practised in the Organisation which increases the potential of employees.

Learning & Development

The Company undertakes various learning and development initiatives to improve the skills and knowledge of the employees in technical, behavioural and work-life balance parameters to enhance their performance and potential towards attaining organisationâs goals. Leadership development programmes are conducted in association with prestigious institutions like Harvard Business School and Michigan ROSS School of Education to unleash and enrich the potential of senior employees. Online platform is being used for most of the training programmes to improve mental and physical health of

employees. The Company strongly focusses on the health and safety (H&S) and welfare of employees.

Employee policies

The Company has implemented employee friendly policies like housing loans, various types of soft loans for the welfare of the employees and their families. In the domain of medical, the Company has a holistic approach towards the health of employees by implementing medical policies like Group medical insurance coverage for medical treatment of employees and their family members, Group personal accident scheme with life coverage, Group term policy covering the life of employees in case of death and COVID Kavach policy to help employees claim on expenses related to COVID.

Employee Engagement Initiatives

The Company has also institutionalised engagement initiatives like quality circle, 5S, IMS, suggestion scheme and Kaizen improvements. The Company has won various awards and accolades at State / National level forums in the domain of Manufacturing competitiveness, Energy efficiency, Environment, Safety and Quality circles.

Digitalisation

The Company has established online HR systems with well-defined processes. Ramco ERP has been successfully established across the Company which integrates all the HR functions. Apart from Ramco ERP, HR team of Ramco has developed many standalone applications as Add-on softwares for usage across employees. Greentech Foundation has awarded the Company with the prestigious âTechnology Excellence in HRâ Award at the National level for developing system relating to comprehensive areas of Human Resource Management.

Retention

The Companyâs conducive policies and HR excellence is evident in its 95% retention ratio of employees for three consecutive years.

Employee Recognition

The most experienced senior leaders have been with the Company for over 30 years, some having joined as trainees, indicating the opportunities offered to employees. The Company recognises employees who put in a long service with an award to create a sense of belongingness. In the past ten years, 1,226 employees have been felicitated with this award.

Other Initiatives

As a need of the hour initiative, to tackle COVID and help our employees and their families, we have formed a COVID Response team which comprises of Unit level committee and Apex level committee with roles and responsibilities assigned. An application has been developed for recording and tracking data exclusively related to COVID for fast response.

Industrial Relations & Personnel

The Company has 3,374 employees as on 31-03-2021. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

Risk Management

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

Fuel availability and prices risk

The Company uses non-calcined petroleum coke, a downstream by-product of the oil refinery, as fuel for cement kiln. It is available from indigenous sources as well as from Middle East and USA, thus exposing the risk of availability and prices.

Mitigation

The Company adopts both structured and unstructured procurement strategies to mitigate the risk. It has fuel supply arrangements with manufacturers under structured plan and also procures from spot or open markets during favourable pricing conditions to stay dynamic in fluctuating market. The Company uses non-coking or thermal coal as a fuel at its captive thermal power plants (TPP). It is mainly imported from Indonesia, the worldâs largest exporter of coal, on spot basis. The Companyâs plants, being close to the East Coast, ensures proximity to Indonesia, making it economical to import. The Company also imports coal from Russia. In case of supply disruption of imported coal, the Company can choose alternates from indigenous sources or use lignite. Besides, the Companyâs production process is fungible and supports usage of different types of fuels like pet coke, coal, lignite and other alternate fuels; it facilitates the usage of most economical fuel. The Company is establishing waste heat recovery plants to produce power which will help reduce overall power costs while insulating from the overall risks on fuel. The Company also has the option to switch over to green power generated from its windmills in case of any exigencies which are presently connected to grid.

Currency fluctuation risk

The Company has exposure to USD and other foreign currency denominated transactions for import of capital goods, spares and fuel, besides exports of finished goods and borrowings in

foreign currency. Any unfavourable movement in currency prices can impact profitability.

Mitigation

The Company has policies to ensure that the decisions are driven to keep the cost comparable while borrowing in foreign currency and hedging thereof, both interest and exchange rate risk and the quantum of coverage. The Company practices hedging foreign currency loans, imports and exports transactions by forward contracts after taking into consideration the anticipated foreign exchange inflows/outflows, timing of cash flows, tenure of the forward contract and prevailing foreign exchange market conditions.

Market risk

The cement industry is prone to the innate risk of demand supply mismatch. So, cement is susceptible to the price volatility which sometimes slips to unviable levels.

Mitigation

The Company prudently plans and and establishes its cement plants and grinding units in markets where demand-supply conditions are relatively favourable. Its strategy of segmenting the market by offering right products for right applications facilitates in creating niche markets. The Company also strongly focusses on creating loyalty among the customers by offering high-quality, value-added products backed by innovative R&D and efficient supply chain. Moreover, the Company is undertaking steps to tackle the demand disruption due to COVID-19 pandemic. It has rolled out contingency plans such as social distancing, work from home, and enhanced safety measures at all workplaces as per regulatory advisory to minimise the risk of spread. It continues to closely monitor the developments in economic conditions and assess its impact.

Information Technology Risk

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

Mitigation

To reduce the impact of cyberattack on our business, we have firewalls and threat monitoring systems in place, with immediate response capabilities to mitigate identified threats. The Company also maintains a system for the control and reporting of access to our critical IT systems which is supported by a periodical testing of access controls. The Company has IT security policy covering the protection of both business and personal information, as well as the use of IT systems and applications by our employees. The hardware that runs and manages core operating data is

fully backed up in satellite locations with separate systems to provide real-time backup operations.

Subsidiary Companies

The Company has two subsidiaries, viz. Ramco Windfarms Limited and Ramco Industrial and Technology Services Limited. The Company has no material subsidiaries.

Ramco Windfarms Limited (RWL)

The Share Capital of RWL is '' 1 crore, out of which 71.50% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of RWL was 39.835 MW as on 31-032021 comprising of 127 Wind Electric Generators.

The Company had generated 32706 lakh units of power as compared to 358.65 lakh units of power during the previous year.

The decrease in generation was due to delayed onset of monsoon for the year under review.

The revenue and profit after tax for the Company for the year ended 31-03-2021 were '' 13.13 crores and '' 2.08 crores compared to '' 14.38 crores and '' 3.15 crores respectively of the previous year.

Ramco Industrial and Technology Services Limited (RITSL)

The Share Capital of RITSL is '' 4.78 crores, out of which 94.11% is held by the Company. The rest of the share capital is held by Ramco Group of Companies.

The Company provides Transport services, Manpower services and Information Technology related services, mainly involving Software Implementation services.

The revenue of the Company for the year ended 31-03-2021 on standalone basis was '' 37 crores as against '' 40.94 crores for the previous year. The Company had earned a profit after tax of '' 0.57 crores as against '' 0.35 crores for the previous year.

In accordance with Regulation 46(2)(s) of LODR, separate audited financial statements of the above subsidiary companies are placed in the website of the Company.

Consolidated Financial Statements

The Company has 5 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited, Lynks Logistics Limited and Madurai Trans Carrier Limited.

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

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

The consolidated net profit after tax of the Company amounted to '' 783.64 crores for the year ended 31^st March 2021 as compared to '' 604.14 crores of the previous year.

The consolidated total comprehensive income for the year under review is '' 780.06 crores as against '' 599.18 crores of the previous year.

Directors

Shri.PR.Venketrama Raja, Chairman and Managing Director, retires at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Vide Board Resolution dated 30-08-2017 and Membersâ Resolution dated 03-08-2018, Shri.M.F.Farooqui, IAS (Retd.) was appointed as Independent Director for a period of 5 years from 30-08-2017 to 29-08-2022.

He is eligible for reappointment for another period of 5 years as Independent Director from 30-08-2022 to 29-08-2027 In accordance with Section 149(10) of the Companies Act, 2013, his reappointment has been proposed in the Notice convening the Annual General Meeting as Special Resolution. His profile and rationale for reappointment have been provided in the Statement pursuant to Section 102 of the Companies Act, 2013, attached to the Notice convening the Annual General Meeting.

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

The Company had formulated a Code of Conduct for the Directors and Senior Management personnel and the same has been complied with.

Salient Features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that:

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

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

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

(d) to carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and LODR. During the year under review, there has been no change in the policy. The web address of the Policy is -http://ramcocements.net/ramcocements/pdffiles/policies/ NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

https://ramcocements.net/ramcocements/pdffiles/

DIRECTORS%20FAMILIARISATION%20PROGRAMME%20

2020-2021.pdf

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

Board Evaluation

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

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

Meetings

Secretarial Standards

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

Public Deposits

a. The Company has decided not to accept deposits from 01-04-2014.

b. Deposits remaining unclaimed as at the end of the year amounted to '' 0.54 lakhs aggregating to 3 numbers.

c. During the year, there has been no default in repayment of deposits or payment of interest thereon.

No deposit has been claimed from 01-04-2021 till the date of this report.

Orders Passed by Regulators

Internal Financial Controls

In accordance with Section 134(5)(e) of the Companies Act,

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments along with the purposes are provided under Notes No.11, 12, 13, 20 and 47 of Notes to the Separate Financial Statements.

Audits

Statutory Audit

M/s.Ramakrishna Raja And Co., Chartered Accountants, (FRN:005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the Company at the 59^th Annual General Meeting would be the Auditors of the Company, till the conclusion of the 64^th Annual General Meeting of the Company to be held in the year 2022.

The report of the Statutory Auditors for the year ended 31^st March 2021 does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Companyâs Auditors.

Cost Audit

As per Rule 3 of Companies (Cost Records and Audit) Rules,

2014, the Company is required to maintain cost records and accordingly such records and accounts are made and maintained.

The Board of Directors had approved the appointment of M/s. Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records for the year 2021-22 at a remuneration of '' 5,50,000/- (Rupees Five lakhs fifty thousand only) exclusive of GST and out-of-pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 63^rd Annual General Meeting scheduled to be held on 19-082021, for ratification by the Members.

The Cost Audit Report for the financial year 2019-20 due to be filed with Ministry of Corporate Affairs by 13-09-2020, had been filed on 11-09-2020. The Cost Audit Report for the financial year 2020-21 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the Ministry of Corporate Affairs, within 30 days thereof.

Secretarial Audit

M/s.S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31^st March 2021 is attached as Annexure-2. The report does not contain any qualification, reservation or adverse remark.

Annual Return

In accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 for the year ended 31^st March 2021 is available in the Companyâs website at the following link: http://www.ramcocements.in/shareholder-information.aspx

The Annual Return for the year ended 31^st March 2020 in Form MGT-7, filed with Ministry of Corporate Affairs, is available in the Companyâs website at the following link: http://ramcocements.net/ramcocements/pdffiles/ANN%20 RETURN%202020.pdf

Corporate Governance

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

CSR - Initiatives and Impacts

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social

Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that âAs the Organisation grows, the Society and Community around it also grows.â

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

Covid Measures

As COVID - 19 raged through India in FY 2020 - 21, the Company reiterated its commitment to the wellbeing of its stakeholders, both internal as well as external.

The Company not only contributed directly to the society by various means but also proactively partnered with government administrations, in the fight against the COVID in its operating states of Tamil Nadu, Kerala, Andhra Pradesh, Telangana, Karnataka, West Bengal and Odisha. The Company had contributed more than '' 11 crores for COVID-19 by way of donations to relief funds, distribution of relief materials to the communities and providing critical medical equipments to Government Hospitals.

The Company also mobilized and distributed basic amenities such as shelter, food and ration kits containing rice, wheat flour, oil, and vegetables, to all the needy families in villages surrounding its factories and mines by working alongside district collectors, police, public health departments and panchayats. Disinfectants were sprayed extensively in villages around the factories as a safety measure.

Medical equipments to various government hospitals

The medical devices required for the clinical management of COVID-19, selected and prioritized according to the request received from various State Governments and were provided to them. These included: oxygenators, pulse oximeters, patient monitors, thermometers, infusion and suction pumps, as well as personal protective equipment.

Commissioning of Medical Oxygen Plants

The Company during May 2021 had commissioned an Oxygen Plant at its Ramasamy Raja Nagar unit for the welfare of the people. The plant has a production capacity to produce Oxygen for 48 numbers of oxygen cylinders per day. Each cylinder has a capacity of 45 litres of liquid oxygen, which is equal to 7000 litres in gaseous form. This plant supplies Oxygen to Government Hospitals in Rajapalayam, Virudhunagar, Sivakasi, Aruppukottai and Sathur. The Company is in the process of establishing additional Oxygen Plants at its other units also, to meet the growing demand for Oxygen from the COVID affected persons.

Vigil Mechanism / Whistle Blower Policy

made in writing to be dropped into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to these. The Policy provides to the complainant access to the Chairman of the Audit Committee. The weblink for the Vigil Mechanism is disclosed in the Corporate Governance Report.

Risk Management Policy

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of LODR, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and strategies to mitigate / minimisation of risk thereof. The Risk Management Policy of the Company is available at the Companyâs website, at the following weblink -http://ramcocements.net/ramcocements/pdffiles/policies/ RISK%20%20MANAGEMENT%20POLICY.pdf

Related Party Transactions

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party Transactions and the transactions are also periodically placed before the Audit Committee for its approval. The details of contracts required to be disclosed in Form AOC-2 are given in Annexure-7. No transaction with the related party is material in nature, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Notes to the Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs website and its weblink is -

http://ramcocements.net/ramcocements/pdffiles/policies/

RELATED%20PARTY%20TRANSACTION%20POLICY%20

2015.pdf

As required under 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is -

http://ramcocements.net/ramcocements/pdffiles/policies/

MATERIAL%20SUBSIDIARY%20POLICY%202015.pdf

Material Changes since 1^st April 2021

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of Employees and Related Disclosures

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

Employee Stock Option Scheme

At the Annual General Meeting held on 03-08-2018, the Members had approved the following Employee Stock Option Schemes.

The Plan is intended to:

* Create a sense of ownership within the organisation;

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

* Retain and motivate Employees;

* Encourage Eligible Persons to align their performance with Company objectives;

* Reward Eligible Persons with ownership in proportion to their contribution;

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

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

A certificate from the Companyâs Statutory Auditors, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at the ensuing AGM and a copy of the same shall be available for inspection at the Corporate Office of the Company during normal business hours on any working day.

The relevant disclosures in terms of Companies Act, 2013, and in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, are attached as Annexure-10.

Relevant disclosures in accordance with âInd AS 102 Sharebased Paymentsâ issued by ICAI and Diluted EPS on issue of shares pursuant to the schemes covered under the regulations are disclosed in accordance with Ind AS 33 - Earnings Per Share issued by ICAI.

The disclosure required to be made under SEBI (Share Based Employee Benefits) Regulations, 2014 is available in the Companyâs website at the following link -http://www.ramcocements.in/shareholder-information.aspx

Credit Rating

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

Awards Received during the Year CSR Awards

The Alathiyur unit had won âGold Medalâ and also a âSpecial Awardâ for its extraordinary CSR Contribution to Society from the International Research Institute of Management (IRIM), Mumbai. The IRIM had bestowed these awards to the unit at the National level competition for India Green Manufacturing Challenge - 2019 conducted by it. Out of 57 companies from various sectors like Cement, Aluminium, Steel, Fertilisers, Textile, Rubber, Chemical, etc. the Companyâs Alathiyur plant had won âGold Medalâ. This is the second time such an award is being received from IRIM, Mumbai. Previously, the plant had been awarded Silver Medal by them.

Similarly, the Ariyalur unit had won âGold Medalâ and Overall 2^ndRunner Up in India from the IRIM, Mumbai. This is the second time such an award is being received from IRIM, Mumbai, by Ariyalur unit.

The Ariyalur unit had received Best Community Development Award for its fight against COVID-19 in the National Awards for Excellence in CSR and Sustainability from the World CSR Day.

The Alathiyur unit had been awarded âCSR India Award -2020â by Greentech Foundation, New Delhi in October 2020. The award was bestowed on the unit for its Health Promotion initiatives and had been adjudged as Winner under the category of âPromotion of Health & Healthcare.

The Alathiyur unit had been recognised with âCommendation for Significant Achievementâ in its Corporate Social Responsibility at the CII-ITC Sustainability Awards 2020.

The Alathiyur unit had been recognised with âGold Awardâ by Apex India Foundation, New Delhi, in its CSR Excellence Award 2019 for its Community Development Projects and for its holistic approach.

Steam to CPP Turbineâ in the 21^st National Award for Excellence in Energy Management 2020, conducted by CII on 28-08-2020.

HR Award

The Alathiyur plant had been awarded âGolden Peacock National Training Awardâ for the year 2020 by The Institute of Directors, New Delhi.

Quality Circle Awards

The Ramasamy Raja Nagar unit had won 21 Gold Awards at the competition conducted by the Quality Circle Forum of India (QCFI), Madurai Chapter in September 2020.

The Jayanthipuram unit had won 4 Gold Awards at the competition conducted by the QCFI, Hyderabad Chapter in November 2020.

The Jayanthipuram unit had won the 2 Gold Awards at the competition conducted by the QCFI, Vizag Chapter in November 2020.

The Ariyalur unit had won 6 Gold Awards at the competition conducted by the QCFI, Coimbatore Chapter in September 2020.

In the National Convention on Quality concepts organised by QCFI in December 2020, the companyâs units had won following awards:

Ramasamy Raja Nagar Unit - 16 Par Excellence and

7 Excellence

Jayanthipuram Unit - 4 Par Excellence and

1 Excellence

Ariyalur Unit - 4 Par Excellence and

2 Excellence

The Ariyalur unit had been awarded âBest Community Development Award for Covid 19â at the National Awards for Excellence in CSR & Sustainability by World CSR Day.

The Ramasamy Raja Nagar unit had received two awards, viz. âBest Relief Package for COVID-19â and âBest COVID-19 solution for Workforce Managementâ on 18-02-2021 from The Economic Times, Mumbai.

Environmental Awards

The Ramasamy Raja Nagar unit had received Environment, Health and Safety Excellence award from Confederation of Indian Industry (CII) on 25-03-2021. This is a 4 Star Rating Award. The unit is receiving this award for the third time.

The Alathiyur unit had been awarded âGreentech Environment Award 2020â on 11-02-2021 for its outstanding achievement in Green Belt Development, by Greentech Foundation, New Delhi.

The Ariyalur unit had been bestowed âSpecial Awardâ for Green Belt Development for Community Initiatives by CII, Chennai, on 25-03-2021.

Manufacturing Competitiveness

The Ramasamy Raja Nagar Unit had received Gold Medal at the National Awards for Manufacturing Competitiveness 2020 on 13-02-2021 organised by IRIM. The unit had also received âSpecial Award for Sustainability in Operationsâ in All India Level, for demonstrating commitment and excellence in our journey towards improving manufacturing competitiveness.

The Ramasamy Raja Nagar unit had bagged one first prize and two third prizes from Madurai Productivity Council, Madurai on 18-02-2021 for its involvement in continual improvement and new creation.

Occupational, Health and Safety Awards

The Ramasamy Raja Nagar unit had received â5 Star Awardâ for its performance in Occupational, Health, Safety and Environment on 25-03-2021 from CII.

The Alathiyur unit had been awarded 5 Stars Rating in Environment, Health & Safety Excellence Level Award 2020 by CII, Chennai, during the 13^th Edition Award Ceremony held at Taj West End Hotel, Bangalore on 25-03-2021.

The Ariyalur unit had been awarded 5 Stars Southern Region Environment, Health & Safety Excellence Awards 2020 by CII, Chennai, on 25-03-2021.

The Alathiyur and Ariyalur units had been awarded âOccupational Health & Safety Award 2020â by Apex India Foundation for the unitâs performance in Occupational Health & Safety on 06-04-2021.

Energy Efficiency Award

The Ramasamy Raja Nagar unit had been awarded Innovative Project Award for âTransportation of Waste Heat Recovery

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited.

Investor Education and Protection Fund (IEPF)

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

Dividend Details	Amount Transferred - ''		Date of Transfer to IEPF
Final Dividend for 2012-13	20,53,905/-		19-08-2020
Shares transferred to IEPF, during the year under review are detailed below:
No. of Shares		Date of Transfer to IEPF
18,659		18-08-2020

Directorsâ Responsibility Statement

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

Directors confirm that

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2021 and of the profit of the Company for the year ended on that date;

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

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

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

Acknowledgement

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

On behalf of the Board of Directors, For THE RAMCO CEMENTS LIMITED,

Rajapalayam P.R.VENKETRAMA RAJA

24-05-2021 Chairman & Managing Director

1. Source: IMF - World Economic Outlook January 2021

2. Source: National Statistics Office; OECD

3. Source: Cement Manufacturers Association; https://www.crisil.com/en/home/our-analvsis/reports/2017/09/sector-report-cement.html:

ICRA report quoted in news;

CARE ratings

4. Source: CRISIL rating -

http://www.businessworld.in/article/Cement-Industrv-Expected-To-Grow-13-Bv-Volume-In-FY22-Crisil-Ratinas/11-03-2021-383613/:

CII study -

https://m.economictimes.com/industrv/indl-aoods/svs/cement/indias-cement-demand-to-touch-550-600-million-tonnes-per-annum-bv-2025-study/articleshow/34435994.cms -

Mar 31, 2019

BOARDâS REPORT

The Directors have pleasure in presenting their 61^st Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2019.

(Rs. in Crores)

FINANCIAL RESULTS	Separate Financials
FINANCIAL RESULTS	Year ended 31-03-2019	Year ended 31-03-2018
Revenue (Net of Duties and Taxes)	5,174.71	4,443.00
Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT)	1,064.97	1,136.07
Less: Interest	50.87	59.21
Profit before Depreciation and Tax (PBDT)	1,014.10	1,076.86
Less: Depreciation	298.52	292.20
Profit before tax	715.58	784.66
Less: Tax Expenses
Current Tax	189.44	204.54
Excess Tax Provision related to earlier years written back	(4.83)	(4.86)
Deferred Tax	10.97	22.02
Deferred Tax adjustment of earlier years	14.11	7.30
Profit After Tax	505.89	555.66
Other Comprehensive Income for the year {Net of Tax of Rs. (-1.53) crores [PY: Rs. 2.22 crores]}	(2.68)	(1.72)
Total Comprehensive Income for the year (TCI)	503.21	553.94

SHARE CAPITAL

The paid up capital of the Company is Rs. 23,55,76,780/- consisting of 23,55,76,780 shares of Rs. 1/- each. There has been no change in the Capital Structure of the Company during the year under review.

The Company does not have any Scheme for issue of sweat equity to the employees or Directors of the Company.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs. 3/per share (300%) on the equity capital of the Company, as against Rs. 3/- per share for the previous year. The dividend distribution tax thereon is Rs.14.54 crores. The recommendation of the dividend by the Directors is in accordance with the âDividend Distribution Policyâ of the Company. The Policy is available on the website of the Company under the weblink http://ramcocements.net/ramcocements/pdffiles/ policies/DIVIDEND%20DISTRiBUTIQN%20PQLICY%202016.pdf

The Dividend Distribution Policy forms part of this Report.

TAXATION

An amount of Rs. 189.44 crores towards Current Tax and Rs. 10.97 crores towards Deferred Tax have been provided for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

OVERVIEW OF THE INDUSTRY

During the year under review, the industry witnessed a double digit growth of 13.31% in cement production, compared to the previous yearâs growth of 6%. During the year, the industry had produced 337 Million Tons of cement, compared to 298 Million Tons of cement in the previous year. The country had an installed capacity of 480 Million Tons.

Affordable housing project has gained momentum creating sustained demand for cement requirement. Infrastructure segment also witnessed continuous growth during the year, fuelling further demand for cement.

Though the countryâs overall rainfall is said to be normal, the Southern part of the country, which is the Companyâs core market had witnessed 45% deficit compared to the average rain fall received in the past three seasons.

CEMENT DIVISION

PRODUCTION

Particulars	April 2018 to March 2019	April 2017 to March 2018	Increase over previous year
Particulars	(In Tons)	(In Tons)	(In Tons)	(In %)
Clinker	86,18,417	71,64,750	14,53,667	20
Cement	1,11,83,925	93,15,855	18,68,070	20

This is the first time in the history of the Company, the production has crossed 11 Million tons mark.

SALES

During the year, the Company had sold 111.24 lakh tons of cement, compared to 93.12 lakh tons of the previous year, showing an increase of 19%. For the first time in the Companyâs history the sale volume also has crossed the 11 Million tons mark.

The companyâs sales have grown substantially in the Eastern markets. The grinding units at Kolaghat and Vizag had enabled the Company to serve Eastern markets efficiently which has contributed to the increase in the market share in that region.

There has been pressure on the prices during the first three quarters of the year and from the fourth quarter onwards, the prices have come back to earlier levels.

During the year under review, the Company has exported 2.24 lakh tons as against 1.31 lakh tons during the previous year. The export turnover of the Company for the year was Rs. 112.48 crores as against Rs. 55.97 crores of the previous year.

KEY FINANCIAL RATIOS

Pursuant to Schedule V(B) of LODR, the Key Financial Ratios for the year 2018-19 are given below:

Sl. No.	Particulars	31-03-2019	31-03-2018	Formula adopted
1	Debtors Turnover Ratio (Days)	33	41	365 Days / (Net Revenue / Average Trade Receivables)
2	Inventory Turnover Ratio (Days)	40	47	365 Days / (Net Revenue / Average Inventories)
3	Interest Coverage Ratio	9.58	13.25	(Profit Before Tax Interest) / (Interest Interest Capitalised)
4	Current Ratio	1.07	1.13	Current Assets / (Total Current Liabilities - Security Deposits payable on demand - Current maturities of Long Term Debt)
5	Debt-Equity Ratio	0.36	8 CM 0^.	Total Debt / Total Equity
6	Operating Profit Margin	21%	26%	EBITDA / Net Revenue
7	Net Profit Margin	10%	13%	Net Profit / Net Revenue
8	Return on Networth	12%	14%	Total Comprehensive Income / Average Net worth
9	Total Debt / EBITDA	1.52	8 0^.	Total Debt / EBITDA
10	Return on Capital employed	10%	12%	(Total Comprehensive Income Interest) / (Average of Equity plus Total Debt)
11	Price Earnings Ratio	35	31	Market Price per share as at 31^st March / Earnings per share
12	Blended EBITDA per Ton (In â)	957	1220	EBITDA / Sale Volume in tons

Notes:

a. For Sl. No. 3, 5 and 9, there have been significant change (i.e. 25% or more) in the ratios, compared to previous year. The same is due to Increase in debt for project financing.

b. EBITDA denotes Profit Before Tax Interest Depreciation

COST

During the year under review, the diesel prices have increased by about 17%. Due to this, the cost of raw materials as well as cost of distribution of cement have increased. The relaxation by the Government of India in rationalising the axle load norms for the heavy vehicles, has provided some relief in managing the distribution cost.

The prices of pet coke and coal have increased significantly impacting the margins. The company has taken steps to manage the increasing cost by using low cost fuels, such as, lignite during the year. From January 2019, the prices of pet coke and coal have started easing.

The Company has been continuously taking various measures in the areas of production, productivity, quality and cost reduction, to mitigate the increase in the cost of raw materials, power and transport cost.

READY MIX CONCRETE DIVISION

The Division has produced 36,960 cu.m of concrete during the year, accounting for a revenue of Rs. 15.97 crores (Net of duties and Taxes) as against 36,624 cu.m. of concrete accounting for a revenue of Rs. 15.55 crores (Net of duties and Taxes) during the previous year.

DRY MORTAR DIVISION

The Division has produced 40,493 tons of Dry Mortar during the year as against 39,290 tons produced during the previous year. The Division has sold 40,418 tons of Dry Mortar accounting for a revenue of Rs. 29.72 crores (Net of duties and Taxes) during the year as against 39,224 tons of Dry Mortar accounting for a revenue of Rs. 26.33 crores (Net of duties and Taxes) during the previous year.

WIND FARM DIVISION

The Division has generated 2,426 lakh units as compared to 2,624 lakh units in the previous year. Out of this, 2,344 lakh units were generated from the wind farms in Tamil Nadu and 82 lakh units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 341 lakh units were meant for adjustment against the power consumed in our plants and balance 2,003 lakh units have been sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs. 59.94 crores.

Out of the 82 lakh units generated in Karnataka, 21 lakh units were consumed at our Mathodu Cement Plant. The balance 61 lakh units are kept in banking and would be billed to Bangalore Electricity Supply Company Limited (BESCOM).

The installed capacity of the wind farm of the company was 125.95 MW as on 31-03-2019 comprising of 108 Wind Electric Generators.

The income during the year from the Division was Rs. 61.75 crores as against Rs. 66.96 crores of the previous year.

POWER PLANTS

CAPITAL EXPENDITURE PROGRAMS - NEW PROJECTS

The Company is establishing a Line III at the existing Jayanthipuram Plant with a clinkerisation capacity of 1.5 Million Tonnes Per Annum (MTPA). The plant would be installed with a Waste Heat Recovery System to generate 27 MW of power. The cost of the project is Rs. 740 crores and is expected to be commissioned in the year 2020-2021.

The Company is establishing a cement grinding unit at Haridaspur in Jajpur District in the State of Odisha with a cement grinding capacity of 1 MTPA. The cost of the project is Rs. 515 crores and is expected to be commissioned in the year 2019-2020.

The Company is expanding its Vizag grinding unit by going in for another line with a grinding capacity of 1 MTPA. The cost of the project is Rs. 250 crores and is expected to be commissioned in the year 2019-2020.

The Company is expanding its Kolaghat grinding unit by going in for another line with a grinding capacity of 1 MTPA. The cost of the project is Rs. 425 crores and is expected to be commissioned in the year 2019-2020.

The clinker that would be manufactured from the Line III of Jayanthipuram would meet the requirements of the proposed grinding units.

The cement produced at the grinding units would help the Company to further expand its markets in the Coastal Districts of Andhra Pradesh and in the States of Odisha, Jharkhand and West Bengal.

The proposal to establish the grinding units near fly ash/slag availability areas and major cement consumption areas would enable the Company to economise its transportation costs and serve the markets in a better way.

The Company is establishing a new cement plant at Kalavatala Village, Kolimigundla Mandal, Andhra Pradesh with clinkerisation capacity of 2.25 MTPA and cement manufacturing capacity of 1 MTPA. It is proposed to have waste heat recovery power plant and Thermal power plant for an aggregate capacity of 25 MW, so that the cement plant will be self-reliant on power. The Plant will also have railway siding to provide flexibility in logistics. The cost of the project is Rs. 1,600 crores and is expected to be commissioned in the year 2020-2021.

TURNOVER AND PROFITABILITY

The total revenue (net of duties and taxes) for the year was Rs. 5,174.71 crores as against Rs. 4,443.00 crores for the previous year, showing an increase of 16%.

The operating profit and profit after tax for the year had decreased to Rs. 1,064.97 crores and Rs. 505.89 crores as against Rs. 1,136.07 crores and Rs. 555.66 crores respectively of the previous year. The lower Operating Profit and Net Profit compared to previous year was mainly due to lower realisation. The growth in the volume has partly off-set the lower realisation for the year, compared to the previous year.

The Total Comprehensive Income for the year under review is Rs. 503.21 crores as against Rs. 553.94 crores of the previous year. After appropriations, a sum of Rs. 200 crores has been kept as retained earnings of the Company and the remaining amount has been transferred to General Reserve.

SUBSIDIARY COMPANIES

The Company has two subsidiaries, viz. Ramco Windfarms Limited and Ramco Industrial and Technology Services Limited.

Ramco Windfarms Limited

The Share Capital of Ramco Windfarms Limited is Rs. 1 crore, out of which 71.50% is held by our Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of the Ramco Windfarms Limited was 39.835 MW as on 31-03-2019 comprising of 127 Wind Electric Generators. The Company had generated 371.26 lakh units of power as compared to 435.66 lakh units of power during the previous year. The lower generation was due to delayed onset of the wind season by about 2 months.

The revenue and profit after tax for the Company for the year ended 31-03-2019 were Rs. 14.92 crores and Rs. 2.70 crores compared to Rs. 17.45 crores and Rs. 4.54 crores respectively of the previous year.

Ramco Industrial and Technology Services Limited

Subsequent to investment of Rs. 4.50 crores in the share capital of Ramco Industrial and Technology Services Limited, it has become our Subsidiary Company on 21-03-2019.

The Share Capital of Ramco Industrial and Technology Services Limited is now Rs. 4.78 crores, out of which 94.11% is held by our Company. The rest of the share capital is held by Ramco Group of Companies.

The Company provides Transport services, Manpower services and Information Technology related services, mainly involving Software Implementation services.

The revenue of the Company for year ended 31-03-2019 was Rs. 35.85 crores as against Rs. 38.88 crores for the previous year. The company had incurred a loss of Rs. 1.29 crores as against the profit after tax of Rs. 0.31 crores for the previous year. The loss for the year was mainly due to, expenses incurred for diversification into Information Technology related services.

The Company has no material subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, Sri Vishnu Shankar Mill Limited has ceased to be an Associate Company consequent to review based on existence of voting power and significant influence.

The Company has 5 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited, Lynks Logistics Limited and Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of LODR, Companies are required to prepare consolidated financial statements of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly, the consolidated financial statements incorporating the accounts of Subsidiary Companies and Associate Companies, along with the Auditorsâ Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act, 2013 the financial statements including consolidated financial statements are available at the Companyâs website at the following link at http://www. ramcocements.in/financial-performance.aspx Separate audited accounts in respect of the subsidiary companies are also made available at the Companyâs website. The Company shall provide a copy of separate audited financial statements in respect of its Subsidiary Companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the company amounted to Rs. 510.72 crores for the year ended 31^st March 2019 as compared to Rs. 564.18 crores of the previous year.

The Consolidated Total Comprehensive Income for the year under review is Rs. 509.64 crores as against Rs. 563.32 crores of the previous year.

DIRECTORS

Shri.PR.Venketrama Raja, Chairman and Managing Director, retires at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Vide Board Resolution dated 20-03-2015 and Membersâ Resolution dated 06-08-2015, Smt. Justice Chitra Venkataraman (Retd.) was appointed as Independent Director for a period of 5 years from 20-03-2015 to 19-03-2020.

She is eligible for reappointment for another period of 5 years as Independent Director from 20-03-2020 to 19-03-2025. In accordance with Section 149(10) of the Companies Act, 2013, her reappointment has been proposed in the Notice convening the Annual General Meeting as Special Resolution. Her profile and rationale for reappointment have been provided in the Statement pursuant to Section 102 of the Companies Act, 2013, attached to the Notice convening the Annual General Meeting.

Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

The Company had formulated a Code of Conduct for the Directors and Senior Management personnel and the same has been complied with.

Salient Features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that

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

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

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

(d) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

http://ramcocements.net/ramcocements/pdffiles/policies/

NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

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

BOARD EVALUATION

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

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

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

MEETINGS

During the year six Board Meetings were held. The details of the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director are given in the Corporate Governance Report.

SECRETARIAL STANDARDS

As required under Clause 9 of Secretarial Standard 1, the Board of Directors confirm that the company has complied with both mandatory as well as non-mandatory Secretarial Standards.

PUBLIC DEPOSITS

a. The Company has decided not to accept deposits from 01-04-2014.

b. Deposits remaining unclaimed as at the end of the year amounted to Rs. 0.54 lakhs aggregating to 3 numbers.

c. During the year, there has been no default in repayment of deposits or payment of interest thereon.

No deposit has been claimed from 01-04-2019 till the date of this report.

ORDERS PASSED BY REGULATORS

INTERNAL FINANCIAL CONTROLS

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments along with the purposes are provided under Notes No. 12, 13, 20 and 48 of Notes to the Separate financial statements.

AUDITS

STATUTORY AUDIT

M/s. Ramakrishna Raja And Co., Chartered Accountants, (FRN:005333S) and M/s. SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company at the 59^th Annual General Meeting would be the Auditors of the Company, till the conclusion of the 64^th Annual General Meeting of the Company to be held in the year 2022.

The report of the Statutory Auditors for the year ended 31 ^st March 2019 does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Companyâs Auditors.

COST AUDIT

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

The Board of Directors had approved the appointment of M/s.Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records for the year 2019-20 at a remuneration of Rs. 4.50 lakhs exclusive of GST and out-of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 61^st Annual General Meeting scheduled to be held on 08-08-2019, for ratification by the Members.

The Cost Audit Report for the financial year 2017-18 due to be filed with Ministry of Corporate Affairs by 01-09-2018, had been filed on 20-08-2018. The Cost Audit Report for the financial year 2018-19 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the Ministry of Corporate Affairs, within 30 days thereof.

SECRETARIAL AUDIT

M/s.S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31^st March 2019 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

ANNUAL RETURN

In accordance with Clause 22 of Secretarial Standard on Report of the Board of Directors (SS 4), a copy of the Annual Return for the year ended 31^st March 2018 has been placed on the website of the Company and the web link of such Annual Return is -http://ramcocements.net/ramcocements/pdffiles/ANNUAL%20 RETURN%2031032018.pdf

CORPORATE GOVERNANCE

The statement and disclosures pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No: 10(l) of Corporate Governance Report.

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

CORPORATE SOCIAL RESPONSIBILITY

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

The CSR obligations pursuant to Section 135(5) of the Companies Act, 2013, for the year 2018-19 is Rs. 15.42 crores. As against this, the Company had spent Rs. 17.97 crores on CSR. The Company had spent a sum of Rs. 2.55 crores on CSR, over and above the requirement for the year 2018-19.

Also, the company had spent a sum of Rs. 5.49 crores on other social causes and projects, which do not qualify as CSR expenditure under the classifications listed out in Schedule VII of the Companies Act, 2013. The details of this expenditure are given below:

Particulars	Rs. in crores
Contribution to Chief Ministerâs Relief Fund - Kerala	2.00
Contribution to Chief Ministerâs Relief Fund - Tamil Nadu	1.20
Contribution to Robert H Lurie Comprehensive Cancer Centre of Northwestern University, Chicago - For exceptional basic science research to clinical treatments for cancer	1.09
Others	1.20
Total	5.49

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

RISK MANAGEMENT POLICY

http://ramcocements.net/ramcocements/pdffiles/policies/RISK%20%20MANAGEMENT%20POLICY.pdf

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party Transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC-2 is enclosed as Annexure - 7. No transaction with the related party is material in nature, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs website and its weblink is -http://ramcocements.net/ramcocements/pdffiles/policies/

RELATED%20PARTY%20TRANSACTION%20POLICY%202015.pdf

As required under 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is -http://ramcocements.net/ramcocements/pdffiles/policies/MATERIAL%20SUBSIDIARY%20POLICY%202015.pdf

FUTURE OUTLOOK

GDP growth for the year 2019-20 was originally projected at 7.4%, which is now revised to 7.2%. However, there are several uncertainties which can have an impact in the projected GDP The outlook of oil prices continue to be hazy both on the upside and downside.

It is expected that the demand for cement would grow at around 8% for the financial year 2019-20.

As all our plants are fully equipped with railway siding, stand-by power back up facility and are supported with grinding units at strategic locations, our Company will be able to take full advantage of the economic momentum in the coming years. The proposed capacity additions expected to be commissioned in the coming years would help the Company to make use of the growth in the demand for cement.

EXTERNAL ENVIRONMENT THREATS

The Honourable Supreme Court of India, vide its Order dated 17-11-2017, had ruled that pet coke should not be used in captive thermal power plants. Prior to the ruling, we had been using pet coke, which was a more economic option. Subsequent to the order, we have stopped using pet coke and have resorted to use of imported coal, which is a costlier option.

The sanctions imposed on countries from where India is importing maximum crude would adversely affect the fuel price, which would have negative impact on our manufacturing and transportation cost.

The Mines and Minerals (Development & Regulation) Amendment Act, 2015, (MMDR) has made the Limestone as a notified mineral. Under the amended act, grant of mining lease for all notified minerals shall be through public auction process, by the respective state governments. Since, several state governments do not have the required geological data of availability of the reserves, they are not able to proceed with the auction. This is delaying the process of getting fresh mining leases allotted.

After the amendment of MMDR, 106 mineral blocks were notified by State Governments for conduct of auction. However, only 54 blocks had been auctioned, of which only 24 blocks relate to limestone mines and the remaining blocks pertain to other notified minerals. Out of the total auctioned blocks, only 4/5 blocks have reportedly come to the stage of production till now.

Because of this process, the cement companies are depleting their existing mining reserves faster and consequently, shortening the life span of the mines. We are co-ordinating closely with the respective state government authorities for exploring and expediting the auctioning the limestone blocks.

OPPORTUNITIES

The Companyâs products have always been perceived to possess superior quality standards in the market and the company has been enjoying a high level of customer satisfaction index. Hence, in addition to the routine OPC and PPC, the Company is focussing on premium products for higher profitability and revenue.

The Company has also drawn plans to introduce niche products catering to specific customers to meet their customised application requirements.

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 3,188 employees as on 31-03-2019. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

EMPLOYEE STOCK OPTION SCHEME

The Company had instituted the Employee Stock Option Schemes for the benefit of employees.

At the Annual General Meeting held on 03-08-2018, the Members had approved the following Employee Stock Option Schemes.

- Employee Stock Option Scheme 2018 - Plan A (ESOS 2018 -PLAN A)

- Employee Stock Option Scheme 2018 - Plan B (ESOS 2018 -PLAN B)

The above schemes are in compliance with the SEBI Regulations. The Company had obtained In-Principle approval for the schemes from National Stock Exchange of India Limited and BSE Limited, where the companyâs shares are listed. During the year under review, no changes were made in the above said schemes.

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

Name of the Scheme

Total No of Options

Exercise

Price

No of Options Granted

No of Options Vested

No of Options Exercised

No of Options Lapsed

No. of Options in force

ESOS 2018 -Plan A

5,00,000

Rs. 1/per share

NIL

5,00,000

ESOS 2018 -Plan B

7,00,000

100/

per

NIL

7,00,000

The disclosure required to be made under SEBI (Share Based Employee Benefits) Regulations, 2014 is available in the Companyâs website at the following link - http://www.ramcocements.in/ shareholder-information.aspx

CREDIT RATING

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

AWARDS RECEIVED DURING THE YEAR

INDIA GREEN MANUFACTURING CHALLENGE - 2018

Our Ariyalur Unit had won âGold Medalâ at India Green Manufacturing Challenge - 2018. The award has been instituted by International Research Institute for Manufacturing, India and was awarded on 22-03-2019.

The Ariyalur Unit is the only unit in whole of South India to have been awarded Gold Medal with the Green Manufacturing Barometer Score of 691.7 on a scale of 200 to 800.

The Barometers on which the performance was assessed are given below:

- Workforce Health & Safety

- Employee Training, Development and Welfare

- Community Support and Care

- Non-renewable content

- Restricted substances management

- Re-used / Re-cycled content

- Water Conservation

- Energy Optimisation

- GHG Intensity

- Land Management

- Pollution Control

- Product Safety

- Green Innovation

- Environment Impact during use

- Environment Impact during disposal.

Our Companyâs Ramasamy Raja Nagar, Jayanthipuram and Alathiyur Units have also won âSilver Medalsâ at the India Green Manufacturing Challenge - 2018.

GREEN PRODUCT CERTIFICATION

Green Products and Services Council of Confederation of Indian Industry has renewed the GreenPro Certification for our Companyâs flagship product - RAMCO SUPERGRADE, the Portland Pozzolana Cement and confirmed it as a Green Product. This Certification is valid till December 2020. Ramco was one of the earliest cement companies to have obtained the GreenPro Certification for its product, RAMCO SUPERGRADE, which was first awarded to it in October 2016.

The product was evaluated on the following criteria, to meet the norms of Green Product.

1. Product Design

2. Raw Materials

3. CO₂ Emission per tonne of Clinker

4. Manufacturing Process

5. Life Cycle Approach

6. Product Stewardship

7. Innovation

Based on such evaluation, the GreenPro Certification has been awarded.

ENERGY EFFICIENCY AWARDS

Ramasamy Raja Nagar, Alathiyur and Ariyalur units had been awarded âExcellent Energy Efficient Unitâ at the national level competition for National Awards for Excellence in Energy Management - 2018 (Energy Efficiency Summit) organised by Confederation of Indian Industry at Hyderabad. As all the three units had received the âExcellent Energy Efficient Unitâ award for three consecutive years, they had also been given âNational Energy Leaderâ award.

The Alathiyur unit had been awarded âGolden Peacock Award for Energy Efficiencyâ instituted by The Institute of Directors, New Delhi, at the 20^th World Congress on Environment Management and Climate Change. The award was presented by Justice (Dr.) Arijit Pasayat, Co-Chairman, The Institute of Directors and Former Judge of Supreme Court of India.

ENVIRONMENT, HEALTH AND SAFETY AWARDS

Ramasamy Raja Nagar, Alathiyur and Ariyalur units had received Environment, Health and Safety Excellence awards from Confederation of Indian Industry. This is a 4 Star Rating Award.

National Safety Council of India, Tamil Nadu Chapter, has given âAppreciation Awardâ for Health and Safety to Alathiyur unit for the year 2016. The Chapter has also given âStar Awardâ for Health and Safety, to our Chengalpattu Grinding unit.

Alathiyur unit had been awarded âGreen Tech Gold Award and Certificate of Merit for Safety Managementâ in cement sector organised by Greentech Foundation, New Delhi. The award was presented by Greentech Foundation at Goa on 25-02-2019.

Alathiyur unit had been accredited with the â5S Excellence Level Certification (Renewal)â from ABK - AOTS DOSOKAI, Tamil Nadu Chapter, Chennai for complying with the world class workplace organising system excellence level standards specified by ABK -AOTS DOSOKAI, Tamil Nadu Chapter, Chennai.

Alathiyur unit had won Platinum Award at the 3^rd National Convention on Innovative QC Competition Teams (NCIQCT - 2019) organised by ABK - AOTS DOSOKAI, Tamil Nadu Centre, AOTS Alumini Society Delhi, AOTS Alumini Society of Central India, Pune, supported by Federation of AOTS Alumini Association of India (FAAAI) on 10-032019 at Chennai.

Ariyalur unit had won the Gold Award for Best Safety practices at the 2^nd Edition of 17^th Annual Greentech Safety Awards 2018 organised by Greentech Foundation, New Delhi. The award was presented by Greentech Foundation on 25-02-2019.

Ariyalur unit had been awarded for its Best Environmental Sustainability Practice (For Water Conservation within the plant premises and in the neighbouring villages). This award was presented by Economic Times Now on 18-02-2019.

QUALITY CIRCLE AWARDS

The Jayanthipuram Unit had been awarded âBest Supporting Organisation for Quality Circle Movement for the year 2017â at the Hyderabad Chapter Quality Circle Convention. The unit is receiving such an award for the 9^th consecutive time. A total of 21 teams from the unit had participated and all the 21 teams had won âGold Awardâ.

In the Quality Circle Convention conducted by Quality Circle Forum of India, Visakhapatnam Chapter, a total of 6 teams had participated and all the 6 teams had won âGold Awardâ.

The Quality Circle Forum of India had awarded Par Excellence Award for 5S Implementation and Kaizen Presentation.

Quality Circle Forum of India had bestowed Quality Leadership Award in Private Sector for the year 2018 to our Chairman & Managing Director, Shri.PR.Venketrama Raja, on the occasion of 32^nd National Convention on Quality Circles held at Gwalior.

The Ariyalur Unit had been awarded âBest Supporting Organisation for Quality Circle Movementâ at the Coimbatore Chapter Quality Circle Convention. A total of 9 teams had participated and all the 9 teams had won âGold Awardâ.

In the Quality Circle Convention conducted by Quality Circle Forum of India, Coimbatore Chapter, a total of 4 teams had participated from our Chengalpattu Grinding Unit and all the 4 teams had won âGold Awardâ.

INDUSTRIAL RELATIONS

The Ramasamy Raja Nagar unit had won First Prize in Good Industrial Relations for the year 2015 and Second Prize for the year 2016. The awards were presented by Dr.Nilofer Kafeel, Minister for Labour and Employment on 11-02-2019.

CSR AWARDS

The Ariyalur unit had been awarded Innovation in Corporate Social Responsibility Practice for its 5S implementation in Government Higher Secondary School at Govindapuram, Ariyalur and its performance and track record.

The Company was presented âExcellent Corporate Governance Awardâ by International Research Institute for Manufacturing, India in India Green Manufacturing Challenge - 2018.

SHARES

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount of Rs. 22,01,149 remaining unclaimed/unpaid for a period of over 7 years was transferred to IEPF on 30-08-2018.

71,836 shares corresponding to the said dividend were transferred to IEPF on 01-11-2018 and 29-11-2018. The company had transferred a dividend Rs. 32,08,995 to IEPF for the 10,69,665 shares already transferred to IEPF

An amount of Rs. 12,000 being the matured deposit along with interest accrued thereon amounting to Rs. 3,117 was transferred to IEPF on 10-08-2018.

An amount of Rs. 10,000 being the matured deposit along with interest accrued thereon amounting to Rs. 700 was transferred to IEPF on 11-03-2019.

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

Year	Type of Dividend	Date of Declaration of Dividend	Last Date for Claiming Unpaid Dividend	Due Date for Transfer to IEP Fund	No. of Shares of Rs. 1/- each	Amount of Unclaimed / Unpaid Dividend as on 31-03-2019 - â
2011-12	Final Dividend	02-08-2012	01-08-2019	30-08-2019	26,70,243	13,35,121
2012-13	1^st Interim Dividend	05-11-2012	04-11-2019	02-12-2019	26,64,903	26,64,903
	2^nd Interim Dividend	13-02-2013	12-02-2020	12-03-2020	25,62,236	25,62,236
	Final Dividend	29-07-2013	28-07-2020	26-08-2020	24,88,499	24,88,499
2013-14	Dividend	28-07-2014	27-07-2021	25-08-2021	25,96,323	25,96,323
2014-15	Dividend	06-08-2015	05-08-2022	01-09-2022	22,76,012	34,14,018
2015-16	Dividend	11-03-2016	10-03-2023	08-04-2023	21,21,235	63,63,705
2016-17	Dividend	04-08-2017	03-08-2024	01-09-2024	23,07,239	69,21,717
2017-18	Dividend	03-08-2018	02-08-2025	31-08-2025	14,15,216	42,45,648

DIRECTORSâ RESPONSIBILITY STATEMENT

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31^st March 2019 and of the profit of the company for the year ended on that date;

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

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors,

For THE RAMCO CEMENTS LIMITED,

Chennai P.R.VENKETRAMA RAJA

22-05-2019 Chairman & Managing Director

Mar 31, 2018

The Directors recommend the Resolution to the Members for their approval. None of the Directors, Key Managerial Personnel or their relatives are interested in this Resolution.

BOARDâS REPORT

The Directors have pleasure in presenting their 60^th Annual Report and the Audited Financial Statement of the Company for the year ended 31^st March 2018.

FINANCIAL RESULTS (Rs, in Crores)

SEPARATE FINANCIALS	Year ended 31-03-2018	Year ended 31-03-2017
Revenue (Net of Duties and Taxes)	4,443.00	3,993.05
Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT)	1,136.07	1,238.16
Less: Interest	59.21	103.52
Profit before Depreciation and Tax (PBDT)	1,076.86	1,134.64
Less: Depreciation	292.20	284.49
Profit before tax	784.66	850.15
Less: Tax Expenses
Current Tax	204.54	187.00
Excess Tax Provision related to earlier years written back	(4.86)	-
Deferred Tax	22.02	15.90
Deferred Tax adjustment of earlier years	7.30	(2.04)
Profit After Tax	555.66	649.29
Other Comprehensive Income for the year (Net of Taxes) Total Comprehensive Income for the year (TCI)	(172)	(1.24)
	553.94	648.05

CAPITAL AND BUY-BACK

The paid up capital of the Company was Rs, 23,80,76,780/- consisting of 23,80,76,780 shares of Rs, 1/- each as on 31-03-2017.

The Board of Directors at their meeting held on 07-02-2017, approved a buy-back of shares upto a maximum size of Rs, 180 crores at a price not exceeding Rs, 720/- per share and maximum of 25 lakh shares. The shares were bought back through Open Market purchases on the Stock Exchanges from 12-04-2017 to 16-08-2017. The Company had purchased the 25 lakh shares at an average rate of Rs, 673/- per share at a total cost of Rs, 168.12 Crores including brokerage and other charges and net of input tax credits. The Company had also completed the extinguishment formalities for the shares bought back and consequently the paid up share capital of the company stands at Rs, 23,55,76,780 comprising of 23,55,76,780 shares of Rs, 1/- each as on 31-03-2018.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs, 3/- per share on the equity capital of the Company, as against Rs, 3/- per share for the previous year. The recommendation of the dividend by the Directors is in accordance with the âDividend Distribution Policyâ of the Company.

TAXATION

An amount of Rs, 199.68 crores towards Current Tax and Rs, 29.32 crores towards Deferred Tax have been provided for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

CEMENT DIVISION

PRODUCTION

Particulars	April 2017 to March 2018	April 2016 to March 2017	Increase over previous year
	(In Tons)	(In Tons)	(In Tons)	(In %)
Clinker	71,64,750	60,67,259	10,97,491	18
Cement	93,15,855	83,10,513	10,05,342	12

SALES

During the year under review, the sale of cement was at 93.12 lakh tons, compared to 83.48 lakh tons, showing an increase of 12%. As against this, the overall growth of the cement market for the country for the year under review was about 6 to 7%.

This is the first year, the Companyâs production and sale of cement had crossed the 9 million mark.

There has been a decent growth in the sales in the Southern States, which is the Companyâs core market, except in Tamil Nadu. Due to sluggishness in economic development in Tamil Nadu, the Company could not improve its sales, compared to previous year. Scarcity of sand in the State has also contributed to the lack of growth. However, there were signs of improvement in the second half of the year under review, which are expected to continue in the current year.

The Company has grown strongly in the Eastern Markets during the year under review. This had contributed to the significant growth in the overall sales of the Company for the year. The grinding units at Kolaghat and Vizag had enabled the Company to serve the Eastern Markets efficiently, which has contributed to the increase in market share in that area.

During the year under review, the Company has exported 1.31 lakh tons as against 1.39 lakh tons during the previous year. The export turnover of the Company for the year was Rs, 55.97 crores as against Rs, 52.35 crores of the previous year.

COST

Average diesel price had increased by 8% during the year, which had resulted in the increase in transportation cost of both raw materials and finished goods.

During the year, cost of Pet Coke and Coal had also steeply increased. The Company is exploring ways to minimise the impact of cost. As part of this objective, the Company has started using alternate fuel.

The reduction in borrowings by Rs, 310 Crores, together with the reduction of 1.13% in the average rate of interest has resulted in decrease in interest cost.

READY MIX CONCRETE DIVISION

The Division has produced 36,624 cu.m of concrete during the year, accounting for a revenue of Rs, 15.55 crores (Net of duties and taxes) as against 17,604 cu.m. of concrete accounting for a revenue of Rs, 7.46 crores during the previous year.

DRY MORTAR DIVISION

The Division has produced 39,290 tons of Dry Mortar during the year as against 39,851 tons produced during the previous year. The Division has sold 39,224 tons of Dry Mortar accounting for a revenue of Rs, 26.33 crores (Net of duties and taxes) during the year as against 39,843 tons of Dry Mortar accounting for a revenue of Rs, 25.81 crores during the previous year.

WIND FARM DIVISION

The Division has generated 2,624 lakh units as compared to 2,747 lakh units in the previous year. Out of this, 2,543 lakh units were generated from the wind farms in Tamil Nadu and 81 lakh units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 393 lakh units were meant for adjustment against the power consumed in our plants and balance 2,150 lakh units have been sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs, 64.38 crores. The units generated in Karnataka were fully consumed at our Mathodu Cement Plant.

The installed capacity of the wind farm of the company was 125.95 MW as on 31-03-2018 comprising of 108 Wind Electric Generators.

The income during the year from the Division was Rs, 66.96 crores as against Rs, 72.44 crores of the previous year.

POWER PLANTS

During the year under review, the 6 MW thermal power project at Jayanthipuram had been commissioned in December 2017. On commissioning, the aggregate capacity of the thermal power plants had gone up to 175 MW. The power generated from the thermal power plants were mostly used for self-consumption in the cement manufacturing.

NEW PROJECTS

The Company is establishing a Line III at the existing Jayanthipuram Plant with a clinkerisation capacity of 1.5 Million Tonnes Per Annum (MTPA). The cost of the project is Rs, 680 crores and is expected to be commissioned in the year 2019-2020.

The Company is establishing a cement grinding unit at Haridaspur in Jajpur District in the State of Odisha with a cement grinding capacity of 0.9 MTPA. The cost of the project is Rs, 515 crores and is expected to be commissioned in the year 2019-2020.

The Company is expanding its Vizag grinding unit by going in for another line with a grinding capacity of 1.1 MTPA. The cost of the project is Rs, 250 crores and is expected to be commissioned in the year 2019-2020.

The Company is expanding its Kolaghat grinding unit by going in for another line with a grinding capacity of 1.1 MTPA. The cost of the project is Rs, 330 crores and is expected to be commissioned in the year 2019-2020.

The clinker that would be manufactured from the Line III of Jayanthipuram would meet the requirements of the proposed grinding units.

The cement produced at the grinding units would help the Company to further expand its markets in the Coastal Districts of Andhra Pradesh and in the States of Odisha, Jharkhand and West Bengal.

The Company has also acquired a cement grinding unit from Ramco Industries Limited in March 2018. The Plant having a capacity to grind 0.2 MTPA of cement, is located in Kharagpur, West Bengal.

TURNOVER AND PROFITABILITY

The total revenue (net of duties and taxes) for the year was Rs, 4,443.00 crores as against Rs, 3,993.05 crores of the previous year, showing an increase of 11%. The lack of growth in the Companyâs core markets has contributed to lower realisation for the year, compared to the previous year.

The operating profit and profit aftertax for the year had decreased to Rs, 1,136.07 crores and Rs, 555.66 crores as against Rs, 1,238.16 crores and Rs, 649.29 crores respectively of the previous year. The lower Operating Profit and Net Profit compared to previous year was mainly due to lower realization and increase in energy cost.

The Total Comprehensive Income for the year under review is Rs, 553.94 crores as against Rs, 648.05 crores of the previous year. After appropriations a sum of Rs, 200 crores has been kept as retained earnings of the Company and the remaining amount has been transferred to General Reserve.

SUBSIDIARY COMPANY

The Company has a subsidiary, viz. Ramco Windfarms Limited, whose capital is Rs, 1.00 crore, out of which 71.50% is held by our Company. The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of the Subsidiary Company was 39.835 MW as on 31-03-2018 comprising of 127 Wind Electric Generators.

The Subsidiary Company had generated 436 lakh units of power as compared to 451 lakh units of power during the previous year.

The revenue and profit after tax for the subsidiary company for the year ended 31-03-2018 were Rs, 17.45 crores and Rs, 4.54 crores compared to Rs, 17.81 crores and Rs, 4.35 crores respectively of the previous year.

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

CONSOLIDATED FINANCIAL STATEMENTS

The Company has 6 Associate Companies, viz. Rajapalayam Mills Limited, Ramco Industries Limited, Ramco Systems Limited, Sri Vishnu Shankar Mill Limited, Lynks Logistics Limited and Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of LODR, Companies are required to prepare consolidated financial statements of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly, the consolidated financial statements incorporating the accounts of Subsidiary Company and Associate Companies, along with the Auditorsâ Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act, 2013 the financial statements including consolidated financial statements are available at the Companyâs website at the following link at

http://www.ramcocements.in/financial-performance.aspx

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

The consolidated net profit after-tax of the company amounted to Rs, 563.76 crores for the year ended 31^st March 2018 as compared to Rs, 662.74 crores of the previous year.

The Consolidated Total Comprehensive Income for the year under review is Rs, 562.86 crores as against Rs, 662.32 crores of the previous year.

DIRECTORS

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

Shri.M.F.Farooqui, IAS (Retd.) (DIN: 01910054) has been coopted on 30-08-2017 as an Additional Director under Independent Director category. He will hold the office till the date of the forthcoming Annual General Meeting. It is proposed to appoint Shri.M.F.Farooqui as a Director under Independent Director category at the Annual General Meeting to hold office for 5 consecutive years with effect from 30-08-2017, without being subject to retirement by rotation.

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

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

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

Shri.R.S.Agarwal

Shri.M.B.N.Rao

Shri.M.M.Venkatachalam

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

The Nomination and Remuneration Committee and Board of Directors at the Meetings held on 23-05-2018 have evaluated the performance of the Independent Directors and based on the contribution of the Directors, have recommended their reappointment.

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

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

Salient Features of the Nomination and Remuneration Policy: The objective of the Policy is to ensure that

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

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

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

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

The web address of the Policy is - http://www.ramcocements.in/ pdffiles /policies/NOMINATION%20AND%20REMUNERATION% 20POLICY.pdf

As required under Regulation 25(7) of LODR, the Company has programmes for familiarization for the Independent Directors about the nature of the industry, business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of LODR, the details of the Familiarization Programme for Independent Directors are available at the Companyâs website, at the following link at http://www.ramcocements.in/Familiarisation.aspx

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

BOARD EVALUATION

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

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

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

MEETINGS

SECRETARIAL STANDARD

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

PUBLIC DEPOSITS

The Company has decided not to accept deposits from 01-04-2014.

The Company had 7 unclaimed fixed deposits amounting to Rs, 1.00 lakh at the beginning of the year. During the year, the Company has transferred 2 deposits to an extent ofRs, 0.24 lakhs together with the accrued interest thereon to IEPF, in accordance with Section 125(2)(i) and (k) of the Companies Act, 2013. Consequently, the deposits remaining unclaimed as on 31-03-2018, have come down to 5 in numbers, amounting to Rs, 0.76 lakhs.

No deposit has been claimed from 01-04-2018 till the date of this report.

ORDERS PASSED BY REGULATORS

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act,

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments are provided under Note 52(c)(3), 52(c)(7) and 52(a)(28) of Disclosures forming part of Separate financial statements.

AUDITS

STATUTORY AUDIT

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

M/s.Ramakrishna Raja And Co., Chartered Accountants, (FRN:005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company at the 59^th Annual General Meeting would be the Auditors of the Company, till the conclusion of the 64^th Annual General Meeting of the Company to be held in the year 2022.

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

COST AUDIT

The Board of Directors had approved the appointment of M/s.Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records for the year 2018-19 at a remuneration of Rs, 4.50 lakhs.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 60^th Annual General Meeting scheduled to be held on 03-08-2018, for ratification by the Members.

The Cost Audit Report for the financial year 2016-17 due to be filed with Ministry of Corporate Affairs by 02-09-2017, had been filed on 31-08-2017. The Cost Audit Report for the financial year 2017-18 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the Ministry of Corporate Affairs, within 30 days thereof.

SECRETARIAL AUDIT

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

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies (Management and Administration)

Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached herewith as Annexure - 3.

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act,

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

The CSR obligations pursuant to Section 135(5) of the Companies Act, 2013, for the year 2017-18 is Rs, 12.56 crores. As against this, the Company has spent Rs, 10.93 crores on CSR, leaving a shortfall of Rs, 1.63 crores. Because of want of identification of projects, the shortfall had occurred. However, the company had spent a sum of Rs, 0.50 crores on other social causes and projects, which do not qualify as CSR expenditure under the classifications listed out in Schedule VII of the Companies Act, 2013.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

RISK MANAGEMENT POLICY

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party Transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC-2 is enclosed as Annexure - 7. No transaction with the related party is material in nature, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs website and its weblink is -

http://www.ramcocements.in/pdffiles/policies/RELATED%20 PARTY%20 TRANSACTION%20POLICY%202015.pdf

As required under 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is -

http://www.ramcocements.in/pdffiles/policies/MATERIAL%20

SUBSIDIARY%20POLICY.pdf

FUTURE OUTLOOK

The Union Budget for the year 2018-2019 has focused on uplifting of the rural economy, strengthening of the agriculture sector, healthcare for the economically less privileged, infrastructure creation and MSME Sector.

The India Meteorological Department (IMD) has forecast a normal monsoon in 2018, with rainfall likely to be 97% of the long-term average.

The country had adopted the Goods and Services Tax, a single tax to replace the existing Central and State multi taxes and levies.

All the above factors are favorable for the sustained growth of the economy, specifically construction and infrastructure.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo is attached as Annexure-8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 3,034 employees as on 31-03-2018. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

AWARDS RECEIVED DURING THE YEAR

The Company had been awarded the prestigious Chennai Best Employer Brand Award 2017 by Employer Branding Institute - India for being exemplary in HR Practices and having used marketing communications effectively for Human Resources Development. This award is the fruit of cumulative and sustained efforts put in over a period of three decades in the arena of branding the company as an employer in its Endeavour to attract and retain best talents.

The Company had won many awards in Mines Environment and Mineral Conservation, Environmental Health and Safety, Mines Safety, Quality Circles, Kaizen, 5S, etc. during the year.

The Jayanthipuram Plant had been bestowed with an Award and Letter of Appreciation for âBetter Environmental Practices followed in the Cement Industry for the year 2016-17â in the State of Andhra Pradesh by Andhra Pradesh Pollution Control Board.

The Ramasamy Raja Nagar Plant had won the following awards:

* Second Best Improvement in Electrical Energy Performance for the years 2015-16 and 2016-17 from National Council for Cement and Building Materials.

* Environment, Health & Safety Excellence Award 2017 conferred by Confederation of Indian Industry for Commitment to EHS Practices.

* National Award for Excellence in Energy Management-2017 from Confederation of Indian Industry at the National Level Competition. The Plant had been awarded as an âInnovative Projectâ and âExcellent Energy Efficient Unitâ Award Shield and Certificate of Merit.

The Alathiyur Plant had won the following awards:

* Best Environmental Excellence in Limestone Mines for the years 2015-16 and 2016-17 from National Council for Cement and Building Materials.

* Second Best Environmental Excellence in Cement Plants for the year 2016-17 from National Council for Cement and Building Materials.

* Best Improvement in Energy Performance for the year 2016-17 from National Council for Cement and Building Materials.

* Environment, Health & Safety Excellence Award 2017 conferred by Confederation of Indian Industry for the third time, for Commitment to EHS Practices.

* National Award for Excellence in Energy Management-2017 from Confederation of Indian Industry at the National Level Competition. The Plant had been bestowed with âExcellent Energy Efficient Unitâ Award Shield and Certificate of Merit. This is the 14^th time such an award is received by the Plant.

The Ariyalur Plant had won second Best Environmental Excellence in Limestone Mines for the year 2015-16 from National Council for Cement and Building Materials.

The Ariyalur Plant had been awarded with First Prize for Industrial Safety for the year 2013 and Second Prize for Industrial Accident Free Environment in State level for the year 2013, by Directorate of Industrial Safety and Health, Chennai.

The Chengalpattu grinding unit was awarded âGreen Award -2015â by the Honourable Chief Minister of Tamil Nadu, Thiru. Edappadi K.Palaniswami.

SHARES

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31^st March 2018 and of the profit of the company for the year ended on that date;

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors

For THE RAMCO CEMENTS LIMITED,

Chennai P.R.VENKETRAMA RAJA

23-05-2018 Chairman & Managing Director

Mar 31, 2017

The Directors have pleasure in presenting their 59^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March 2017.

FINANCIAL RESULTS (Rs. in Crores)

	SEPARATE FINANCIALS
	Year ended 31-03-2017	Year ended 31 -03-201 6
Total Revenue	4,607.03	4,219.34
Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT)	1,219.20	1,160.02
Less: Interest	103.52	181.86
Profit before Depreciation and Tax (PBDT)	1,115.68	978.16
Less: Depreciation	265.53	304.79
Profit before tax	850.15	673.37
Less: Tax Expenses
Current Tax	187.00	149.76
Excess Tax Provision related to earlier years written back	_â	(23.84)
Deferred Tax	15.90	24.52
MAT Credit Recognition for Current Year	--	(19.26)
MAT Credit Recognition for Previous Year	(2.04)	--
Profit After Tax	649.29	542.19
Other Comprehensive Income for the year (Net of Tax of Rs.1.24 crores)	(124)	(2.04)
Total Comprehensive Income
for the year (TCI)	648.05	540.15

CAPITAL AND BUY-BACK

The paid up capital of the Company was Rs.23,80,76,780/consisting of 23,80,76,780 shares of Rs.1/- each as on 31-03-2017.

The Board of Directors at their meeting held on 07-02-2017, approved a buy-back of shares upto a maximum size of Rs.180 crores at a price not exceeding Rs.720/- per share and maximum of 25 lakh shares. The buy-back was proposed to be carried out through Open Market purchases on the Stock Exchanges. As on the date of this report, the Company had purchased 15,60,150 Shares at an average rate of Rs.671/- per share at a total cost of Rs.104.71 crores. The Company had also completed the extinguishment formalities of the shares bought back and consequently the paid up capital of the Company had become Rs.23,65,16,630/- consisting of 23,65,16,630 shares of Rs.1/- each.

The buy-back was commenced on 20-02-2017. The buy-back through Open Market purchases on the Stock Exchanges had to be open for a period of six months with an option to pre-close anytime if 50% of the buy-back size had been completed.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.3/- per share on the equity capital of the Company, as against Rs.3/- per share for the previous year. The recommendation of the dividend by the Directors is in accordance with the âDividend Distribution Policyâ of the Company.

TAXATION

An amount of Rs.187 crores towards Current Tax and Rs.12.62 crores towards Deferred Tax have been provided for the year under review.

DIRECTORS

The Board noted with deep regret the sudden demise of Shri.P.R.Ramasubrahmaneya Rajha, Chairman & Managing Director, on 11-05-2017. He had been on the Board of the Company since 1958 and as Managing Director since 1970. At that time, when he assumed the post of Managing Director, the Companyâs net worth was Rs.1.93 crores and the turnover was Rs.2.70 crores, with Ramasamy Raja Nagar as the only unit for the Company with a grinding capacity of 2 lakh tons per annum.

The Board also noted that under the leadership of Shri.P.R. Ramasubrahmaneya Rajha as Chairman & Managing Director, the Companyâs cement grinding capacity had risen to 16.50 million tons per annum. The Company is the 6^th largest cement producer in the country. The Company had benefited by his foresightedness in bringing in new technology to cement industry, which was well acknowledged not only in India, but also abroad. He was also pioneer in introducing Dry Process Technology in cement industry in India and also installing the largest kiln in the year 1974 itself. Under his leadership, the Company has made industry best profits and also rewarded handsomely all the stakeholders of the Company.

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

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

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors have appointed Shri.P.R.Venketrama Raja as Managing Director for a period of 5 years starting from 04-06-2017. His appointment has been included by way of a Special Resolution in the Notice convening the AGM for Membersâ approval. His reappointment consequent to retirement by rotation has also been included in the Notice convening the AGM as ordinary Resolution.

The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation. No Independent Director has retired during the year. Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is reported that, there have been no changes in the Directors or Key Managerial Personnel during the year under review.

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

As required under Regulation 25(7) of LoDR, the Company has programmes for familiarisation for the Independent Directors about the nature of the industry, business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2) of LoDR, the details of the Familiarisation Programme for Independent Directors are available at the Companyâs website, at the following link at http://www.ramcocements.in/Familiarisation.aspx

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

Board Evaluation

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

Meetings

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

PUBLIC DEPOSITS

The Company had unclaimed fixed deposits amounting to Rs.2 lakhs at the beginning of the year. The Company has decided not to accept fresh deposits from 01-04-2014 and to avail the option provided under Section 74 of the Companies Act, 2013 to repay all the existing deposits by complying with the formalities required in this regard. Accordingly, during the year, the Company has repaid deposits to an extent of Rs.1 lakh together with the accrued interest thereon. An amount of Rs.1 lakh representing 7 deposits remained unclaimed as on 31-03-2017. Subsequently 2 deposits for an aggregate value of Rs.0.24 lakhs together with accrued interest thereon were transferred to Investor Education and Protection Fund, in accordance with Section 125(2)(i) and (k) of Companies Act, 2013.

ORDERS PASSED BY REGULATORS

INTERNAL FINANCIAL CONTROLS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, the details of loans, guarantees and investments are provided under Note No.52(c)(3), 52(c)(7) and 52(a)(30) of Disclosures forming part of Separate financial statements.

AUDITS STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act, 2013, the term of Office of M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants, and M/s.CNGSN & Associates LLP, Chartered Accountants, come to an end at the close of the 59^th Annual General Meeting of the Company.

M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants, were the Auditors of the Company since 1997-1998 and M/s.CNGSN & Associates LLP, Chartered Accountants, were the Auditors of the Company since 2003-2004. The Board of Directors wish to place on record their sincere appreciation for the services rendered by M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants, and M/s.CNGSN & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, during their association with the Company.

Subject to the approval of the Members of the Company at the ensuing 59^th Annual General Meeting, the Board of Directors have recommended the appointment of M/s.Ramakrishna Raja And Co., Chartered Accountants and M/s.SRSV & Associates, Chartered Accountants, as the Statutory Auditors of the Company, pursuant to Section 139 of the Companies Act, 2013. The Audit Committee at its meeting held on 29-05-2017 had recommended their appointment as Statutory Auditors, pursuant to Section 139(11) of the Companies Act, 2013. Written consents from the incoming auditors have been obtained, confirming that they satisfy the legal requirements for their appointment. The proposal relating to their appointment has been included in the notice convening the 59^th Annual General Meeting of the Company. They shall hold office from the conclusion of 59^th Annual General Meeting to the conclusion of 64^th Annual General Meeting and the matter relating to the Auditorsâ appointment will be placed before the Members for their ratification at every intervening Annual General Meeting.

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

COST AUDIT

The Board of Directors had approved the appointment of M/s.Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Companyâs Cost Records relating to manufacture of cement and generation of wind energy for the years 2016-17 at a remuneration of Rs.4 lakhs.

The remuneration of the cost auditor for the year 2017-18 is required to be ratified by the members in accordance with the provisions of Section 148(3)of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 59^th Annual General Meeting scheduled to be held on 04-08-2017, for ratification by the Members.

The Cost Audit Report for the financial year 2015-16 due to be filed with Ministry of Corporate Affairs by 30-09-2016, had been filed on 30-08-2016. The Cost Audit Report for the financial year 2016-17 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

SECRETARIAL AUDIT

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

EXTRACT OF ANNUAL RETURN

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY

The CSR obligations pursuant to Section 135(5) of the Companies Act, 2013, for the year 2016-17 is Rs.7.96 crores. As against this,the Company has spent Rs.7.28 crores on CSR, leaving a shortfall of Rs.0.68 crores. Because of want of identification of projects, the shortfall had occurred. However, the company had spent a sum of Rs.0.44 crores on other social causes and projects, which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

RISK MANAGEMENT POLICY

RELATED PARTY TRANSACTIONS

Prior approval/omnibus approval is obtained from the Audit Committee for all Related Party Transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC-2 is enclosed as Annexure -7. No transaction with the related party is material in nature, in accordance with Companyâs âRelated Party Transaction Policyâ and Regulation 23 of LODR. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46(2)(g) of LODR, the Related Party Transaction Policy is disclosed in the Companyâs website and its weblink is - http://www.ramcocements.in/pdffiles/policies/ RELATED%20PARTY%20TRANSACTION%20POLICY%20 2015.pdf

As required under 46(2)(h) of LODR, the Companyâs Material Subsidiary Policy is disclosed in the Companyâs website and its weblink is - http://www.ramcocements.in/pdffiles/policies/ MATERIAL%20SUBSIDIARY%20POLICY.pdf

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16^th February 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company, its subsidiary and associate companies had adopted Ind AS with effect from 01-04-2016. The Companyâs financial results for the previous year ended 31-03-2016 had also been recast in accordance with Ind AS.

FUTURE OUTLOOK

The Union Budget for the year 2017-2018 has focussed on infrastructure development, housing sector and improving climate for new investments.

Normal monsoon is predicted for the year compared to lower than average monsoon for the year 2016-2017. The liquidity has improved post demonetisation, which augurs well for the construction sector.

The country is all set to welcome the Goods and Services Tax, a single tax to replace the existing Central and State multi taxes and levies. This is expected to bring ease of business and transparency.

All the above factors are favourable for the sustained growth of the economy, specifically construction and infrastructure.

As all our plants are fully equipped with railway siding, stand-by power back up facility and are supported with grinding units, our Company will be able to take full advantage of the economic momentum in the coming years.

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 2,883 employees as on 31-03-2017. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

AWARDS

The 4^th Indian Cement Review Conclave had bestowed âLifetime Achievement Awardâ to our former Chairman & Managing Director, Shri.P.R.Ramasubrahmaneya Rajha in December 2016 at Mumbai.

The Company had won many awards in Mines Environment and Mineral Conservation, Environmental Health and Safety, Mines Safety, Quality Circles, Kaizen, 5S, etc. during the year.

5 STAR RATING

The Pudupalayam North Mines of Alathiyur Plant has won the 5 STAR rating instituted by Ministry of Mines, Government of India. The rating is the maximum in its scale of 1 to 5. We are the first Company in Tamil Nadu to receive such a highest rating for the mines. The award has been given based on the following parameters.

* The management of impact by carrying out scientific and efficient mining.

* Addressing social impacts of our resettlement and rehabilitation requirements for taking up mining activities.

* Local community engagements and welfare programmes.

* Steps taken for progressive and final mine closure.

* Adoption of international standards.

The award was presented to the Company by Shri.Narendra Singh Tomar, Honourable Minister for Mines, Government of India, in the presence of Dr.Raman Singh, Chief Minister of Chattisgarh at the National Mining Enclave held at Raipur in July 2016.

NATIONAL AWARDS

The Ramasamy Raja Nagar, Alathiyur and Ariyalur units had won the âNational Award for Excellence in Energy Management - 2016â at the National level competition conducted by the Confederation of Indian Industry in August 2016. The Alathiyur unit is receiving this award for the 13^th time. The awards are given in recognition of incremental improvement in fuel and power consumption, compared to the previous year. During assessment, Confederation of Indian Industry had also taken into account, the efforts put in by the Company to conserve the mineral resources and environment protection.

GREENPRO CERTIFICATION

Confederation of Indian Industryâs Green Products and Services Council has awarded âGreenProâ Certification to our Companyâs Product - Ramco Supergrade, the Portland Pozzolana Cement.

The product was evaluated on the following criteria.

1. Product Design

2. Raw Materials

3. Co₂ Emission per tonne of Clinker

4. Manufacturing Process

5. Life Cycle Approach

6. Product Stewardship

7. Innovation

The award was presented to the Company by Mr.Tai Lee Siang of World Green Building Council, Singapore, at the Green Building Congress 2016, held at Mumbai in october 2016.

SHARES

The Companyâs shares are listed in BSE Limited and National Stock Exchange of India Limited.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors

For THE RAMCO CEMENTS LIMITED,

Chennai P.R.VENKETRAMA RAJA

04-06-2017 Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 57th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs. in Crores) STANDALONE Year ended Year ended 31-03-2015 31-03-2014

Total Revenue 3731.77 3769.23

Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT) 800.12 648.76

Less: Interest 193.81 188.13

Profit before Depreciation and Tax (PBDT) 606.31 460.63

Less: Depreciation 249.88 306.29

Net Profit before tax 356.43 154.34

Less: Provision for Tax

Current Tax 74.91 32.30

Deferred Tax 105.31 21.01

MAT Credit Entitlement (66.14) (36.67)

Net Profit After Tax 242.35 137.70

Add: Balance Profit from last year 100.00 90.31

342.35 228.01

Less: Depreciation adjustment on transition to Schedule II of the Companies Act, 2013 on fixed assets (Net of Deferred Tax) 36.22 -

Surplus for appropriation 306.13 228.01

Appropriations:

1. Transfer to General Reserve 163.11 100.13

2. Dividend 35.75 23.83

3. Tax on Dividend 7.27 4.05

Balance carried over to Balance Sheet 100.00 100.00

TOTAL 306.13 228.01

SHARE CAPITAL

During the year under review, the Company has allotted 1,07,400 shares of Rs.1/- each, which were kept in abeyance out of the previous Bonus issues. Consequently, the paid up capital of the Company has increased from Rs.23,79,69,380/- consisting of 23,79,69,380 shares of Rs.1/- each to Rs.23,80,76,780/- consisting of 23,80,76,780 shares of Rs.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.1.50 per share on the equity capital of the Company, as against Rs.1.00 per share for the previous year. The total dividend for the year amounts to Rs.35.75 Crores as against Rs.23.83 Crores for the previous year.

TAXATION

An amount of Rs.74.91 Crores towards Current Tax, Rs.105.31 Crores towards Deferred Tax and Rs.7.27 Crores towards Dividend Tax has been provided for the year under review. The Company''s entitlement of MAT credit of Rs.66.14 Crores has been recognised in the books during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT CEMENT DIVISION

PRODUCTION (In Tons) PARTICULARS April 2014 to April 2013 to Change over March 2015 March 2014 previous year

Clinker 56,67,867 65,39,471 - 8,71,604 - 13%

Cement 76,96,266 85,90,194 - 8,93,928 - 10%

SALES

During the year under review, the sale of cement was at 76.68 lakh tons, compared to 85.97 lakh tons of the previous year, showing a decrease of 11%.

The general slowdown in the economy has affected the infrastructure activities, thereby affecting the cement industry as a whole. The Government spending on infrastructure has not seen any appreciable growth, affecting the demand for cement.

In Southern States, the construction industry has faced scarcity of raw materials like, river sand and blue metal, affecting the construction activities. Prolonged monsoon, floods and cyclones that hit some states, financial constraints and increasing rate of interest caused a slow down in Realty and Housing Sectors. Due to this, there has been no growth in the Realty Sector, both with respect to Commercial and Residential Projects. Subsequent to the bifurcation of Andhra Pradesh into Telengana and Andhra Pradesh, the fillip to the investments by the Private Sector is yet to materialise.

All the above factors have led to a decrease in the Company''s production and sales compared to the previous year.

During the year under review, the Company has exported 1.91 lakh tons as against 2.25 lakh tons during the previous year. The export turnover of the Company for cement and dry mortar products for the year was Rs.73.24 Crores as against Rs.82.45 Crores of the previous year.

COST

During the year under review, the price of diesel which was Rs.59.17 per litre as on 01-04-2014 has increased upto Rs.62.92 per litre in the first half of the financial year and subsequently softened and reduced to Rs.52.92 per litre as on 31-03-2015. This has resulted in reduction in transportation cost of both incoming and outgoing materials.

The year has also seen decline in the prices of fuel in international market, mainly due to lesser demand from China. The Company was able to source fuel at economical rates, which has reduced the cost of power and fuel.

READY MIX CONCRETE DIVISION

The Division has produced 30,836 cu.m of concrete during the year, accounting for a sale revenue of Rs.13.21 Crores (Net of Excise Duty and VAT) as against 44,037 cu.m. of concrete accounting for a sale revenue of Rs.16.36 Crores during the previous year.

DRY MORTAR DIVISION

The Division has produced 44,025 tons of Dry Mortar during the year as against 37,483 tons produced during the previous year. The Division has sold 43,997 tons of Dry Mortar accounting for a sale revenue of Rs.27.32 Crores (Net of Excise Duty and VAT) during the year as against 36,971 tons of Dry Mortar accounting for a sale revenue of Rs.22.84 Crores during the previous year.

WIND FARM DIVISION

The Division has generated 2,106 lac units as compared to 2,667 lac units of the previous year. Out of this 2,012 lac units were generated from the wind farms in Tamil Nadu and 94 lac units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 275 lac units are meant for adjustment against the power consumed in our plants and balance 1,737 lac units have been sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs.52.15 Crores. The units generated in Karnataka were fully consumed at our Mathodu Cement Plant.

Due to dip in wind velocity, the period of high wind season for the year under review was less compared to previous year. The Company continued to face evacuation constraints imposed by TANGEDCO. There were frequent backing down of the wind electric generators by TANGEDCO. In addition, the company had sold 121 Nos. of wind electric generators aggregating to 33.235 MW to its subsidiary, Ramco Windfarms Limited in March 2014. Because of the above factors, the generation of electricity during the year was less compared to the previous year.

The installed capacity of the wind farm of the company is 125.95 MW as on 31-03-2015 comprising of 108 Wind Electric Generators.

The income during the year from the Division was Rs.53.44 Crores as against Rs.68.24 Crores of the previous year.

VIZAG GRINDING UNIT

In the Directors'' Report for the year ended 31-03-2014, it was informed about the progress of establishment of Company''s 4th grinding unit at Vizag and the proposal to commission the same during the second quarter of 2014-15. As informed in the said Directors'' Report, the project implementation was affected because of Phailin Cyclone that attacked North Coastal Andhra Pradesh in October 2013. During the year under review, there was another cyclone, namely Hudhud, during the month of October 2014, which further hampered the construction activities. By mobilising additional resources, all the equipments were installed and commissioned in the month of March 2015.

POWER PLANTS

In the Directors'' Report for the year ended 31-03-2014, it was informed about the proposal to enhance the capacity of the thermal power plants at Alathiyur, Ariyalur and Jayanthipuram by adding one turbine each of 6 Mw capacity. The projects would be commissioned in the current year. With the completion of these projects, the aggregate capacity of the thermal power plants of the Company would go up from 157 MW to 175 Mw.

Due to lower demand and consequently lower production of cement during the year under review, there had been a higher surplus of power from the thermal power plants. The surplus power was sold to HT consumers / State Electricity Boards. During the year under review, the Company had sold 3,866 lac units from the thermal power plants at Ramasamy Raja Nagar, Alathiyur, Ariyalur and Jayanthipuram units as against the sale of 2,491 lac units in the previous year. The higher realisation for the power sold, coupled with the increase in units sold had contributed to the increase in the profits for the year under review.

TURNOVER AND PROFITABILITY

The total revenue for the year (net of Excise Duty and VAT) was Rs.3,731.77 Crores as against Rs.3,769.23 Crores of the previous year.

The operating profit and net profit for the year had increased to Rs.800.12 Crores and Rs.242.35 Crores as against Rs.648.76 Crores and Rs.137.70 Crores respectively of the previous year.

As already explained, the reduction in costs, higher realisation, increased contribution from thermal power plants and lower charge of depreciation consequent to the introduction of Companies Act,

2013, have contributed to the increase in the profits for the year, compared to the previous year.

SUBSIDIARY COMPANY

The Company has a subsidiary, Ramco Windfarms Limited, whose capital is Rs.1.00 Crore, out of which 71.50% is held by our Company. The rest of the share capital is held by Ramco Group of Companies.

The Subsidiary Company has 121 Nos. of wind electric generators aggregating to 33.235 MW capacity.

The revenue and net profits for the subsidiary company for the year ended 31-03-2015 are Rs.10.53 Crores and Rs.1.35 Crores respectively.

In accordance with Rule 5 of Companies (Accounts) Rules,

2014, a statement containing the salient features of the Financial Statements of the subsidiary is attached in Form AOC-1 as Annexure - 1 to the Directors'' Report.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement, Companies are required to prepare consolidated financial statements of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly, the consolidated financial statements incorporating the accounts of Subsidiary Company, viz. Ramco Windfarms Limited and Associate Company, viz. Ramco Systems Limited along with the Auditors'' Report thereon, forms part of this Annual Report.

In the month of April 2015, Ramco Systems Limited had gone for Qualified Institutional Placement and consequent to allotment of 51,18,100 equity shares of Rs.10/- each to Qualified Institutional Buyers on 29-04-2015, its share capital had increased from Rs.24.42 Crores to Rs.29.54 Crores. Due to this, our share of investment in the capital of the company has decreased from 22.21% to 18.34%. Because of this, Ramco Systems Limited had ceased to be our Associate Company with effect from 29-04-2015, in accordance with Section 2(76) of the Companies Act, 2013.

The consolidated net profit of the company amounted to Rs.246.13 Crores for the year ended 31st March 2015 as compared to Rs.114.55 Crores of the previous year.

DIRECTORS

Shri.P.R.Ramasubrahmaneya Rajha, was reappointed as CMD of the Company for a period of three years starting from 01-04-2014 at the AGM held on 28-07-2014.

Shri.R.S.Agarwal, Shri.M.B.N.Rao and Shri.M.M.Venkatachalam were also appointed as Independent Directors of the Company for a period of five years starting from 01-04-2014, at the AGM held on 28-07-2014.

Smt. Justice Chitra Venkataraman (Retd.) (DIN: 07044099) has been co-opted on 20-03-2015 as an Additional Director under Independent Director category. She will hold the office till the date of the forthcoming Annual General Meeting. A Notice in writing has been received from a Member signifying his intention to propose the appointment of Smt. Justice Chitra Venkataraman (Retd.) as a Director under Independent Director category at the Annual General Meeting to hold office for 5 consecutive years with effect from 20-03-2015, without being subject to retirement by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Shri.P.R.Venketrama Raja (DIN:00331406) retires by rotation and is eligible for re-election.

The Government of Tamil Nadu appointed Shri.Swaran Singh, I.A.S. (DIN:01359580), Industries Commissioner and Director of Industries and Commerce, as their Nominee Director with effect from 15-05-2014 in the place of Shri.Harmander Singh, I.A.S. (DIN: 03291250).

Shri.Swaran Singh, I.A.S. ceased to be a Director with effect from 15-05-2015.

The Directors wish to place on record the valuable guidance and services rendered by the Nominee Directors during their tenure as Directors of the Company.

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

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

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

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

As required under Clause 49(II)(B)(7) of the Listing Agreement, the details of the Familiarisation Programme for Independent Directors is available at the Company''s website, at the following link at http://www.ramcocements.in/Familiarisation.aspx

Board Evaluation

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Clause 49(II)(B)(6)(b)(iii) of the Listing Agreement, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters. Pursuant to Clause 49(II)(B)(5) of the Listing Agreement, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at the Board Meeting, which shall be taken into account at the time of reappointment of Independent Director.

Meetings

During the year four Board Meetings were held. The details of the Meetings of the Board and its various Committees are given in the Corporate Governance Report.

PUBLIC DEPOSITS

The Company had fixed deposits amounting to Rs.1.74 Crores at the beginning of the year. The Company has decided not to accept fresh deposits from 01-04-2014 and to avail the option provided under Section 74 of the Companies Act, 2013 to repay all the existing deposits by complying with the formalities required in this regard. Accordingly, during the year, the Company has repaid deposits to an extent of Rs.1.67 Crores together with the accrued interest thereon. An amount of Rs.0.07 Crores representing 19 deposits were remaining unclaimed as on 31-03-2015. On the date of this report, Rs.0.02 Crores thereof have been claimed and refunded in respect of 7 deposits.

ORDERS PASSED BY REGULATORS

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

INTERNAL FINANCIAL CONTROLS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that

a. the Company has not given any loans.

b. the particulars of the guarantees and investments are provided under Note No.47(e) and 47(k) respectively of Notes forming part of financial statements. The guarantees are to secure the loans from Banks/Financial Institutions to the borrowers.

AUDITS

STATUTORY AUDIT

At the Annual General Meeting held on 28-07-2014, M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants and M/s.CNGSN & Associates LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company for three consecutive years being their remaining eligible period in terms of Rule 6 of Companies (Audit and Auditors) Rules, 2014. The matter relating to their appointment for the second year of their term is being placed before the Members for ratification at the ensuing Annual General Meeting, in accordance with the requirements of Section 139(1) of the Companies Act, 2013.

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

The report of the Statutory Auditors for the year ended 31st March 2015 does not contain any qualification, reservation or adverse remark.

COST AUDIT

The Board of Directors had approved the appointment of M/s. Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Company''s Cost Records relating to manufacture of cement and generation of wind energy for the years 2014-15 to 2016-17.

The appointment and the remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2013-14 due to be filed with Ministry of Corporate Affairs by 27-09-2014, had been filed on 15-09-2014. The Cost Audit Report for the financial year 2014-15 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

SECRETARIAL AUDIT

M/s.S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31st March 2015 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in Clause 49 of the Listing Agreement. As required under Clause 49(X) of the Listing Agreement, a Report on Corporate Governance being followed by the Company is attached as Annexure - 4. As required under Clause 49(XI) of the Listing Agreement, a Certificate from the Secretarial Auditors confirming compliance is also attached as Annexure - 5 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

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

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

The CSR obligations pursuant to Section 135(5) of the Companies Act, 2013, for the year 2014-15 is Rs.8.66 Crores. As against this, the Company has spent Rs.7.80 Crores on CSR, leaving a shortfall of Rs.0.86 Crores. Because of want of identification of projects, the shortfall had occurred. However, the company had spent a sum of Rs.2.17 Crores on other social causes and projects during the year, which are not qualifying under the classifications listed out in Schedule VII of the Companies Act, 2013.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Clause 49(II)(F) of the Listing Agreement, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company''s website.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimisation of risk thereof.

RELATED PARTY TRANSACTIONS

The transactions with related parties entered into by the Company are periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7. No transaction with the related party is material in nature, in accordance with Company''s "Related Party Transaction Policy" and Clause VII(C) of the Listing Agreement. In accordance with AS-18, the details of transactions with the related parties are set out in Note No:47 to the Balance Sheet.

As required under Clause 49(VIII)(A)(2) of the Listing Agreement, the Company''s Related Party Transaction Policy is disclosed in the Company''s website and its weblink is - http://www. ramcocements.in/pdffiles/policies/RELATED%20PARTY%20 TRANSACTION%20POLICY.pdf

As required under Clause 49(V)(D) of the Listing Agreement, the Company''s Material Subsidiary Policy is disclosed in the Company''s website and its weblink is - http://www.ramcocements.in/pdffiles/policies/MATERIAL%20

SUBSIDIARY%20POLICY.pdf

FUTURE OUTLOOK

The present Government''s policies are expected to give a big push to the economic activities. The thrust given in the Union Budget 2015-16 for development of Roads and Highways, Ports, Development of Smart Cities, etc. is expected to accelerate the growth of the cement industry. The investments in infrastructure are expected to give a boost to the construction activities. The moderate inflation will encourage investments in housing sector. The Government''s commitment to reforms and its initiatives relating to "Make in India" and ease of doing business are expected to make the GDP grow in excess of 8%. All these will positively impact the demand for cement in future. As all our plants are fully equipped with railway siding, stand-by power back up facility and are supported with grinding units, our Company will be able to take full advantage of the economic momentum in the coming years.

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Having regard to the first proviso to Section136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is also available on the Company''s website.

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 2,883 employees as on 31-03-2015. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

SHARES

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors For THE RAMCO CEMENTS LIMITED,

Chennai P.R.RAMASUBRAHMANEYA RAJ HA 29-05-2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 56th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2014.

(Rs. in crores)

FINANCIAL RESULTS STANDALONE CONSOLIDATED

Year ended Year ended Year ended 31.03.2014 31.03.2013 31.03.2014

Total Revenue 3,769.23 3,872.66 3,746.81

Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT) 648.76 1,047.30 625.57

Less : Interest 188.13 178.51 188.13

Profit before Depreciation and Tax (PBDT) 460.63 869.79 437.44

Less : Depreciation 306.29 280.58 306.43

Net Profit before Tax 154.34 588.21 131.01

Less : Provision for Tax

Current Tax 32.30 117.38 32.30

Deferred Tax 21.01 67.18 20.90

MAT Credit Entitlement (36.67) 0.00 (36.67)

Net Profit After Tax before Minority Interest 137.70 403.65 114.48

Minority Interest - - (0.07)

Net Profit After Tax 137.70 403.65 114.55

Add : Balance Profit from last year 90.31 69.93 90.31

Surplus for Appropriation 228.01 473.58 204.86

Appropriations:

1. Transfer to General Reserve 100.13 300.00 100.13

2. 1st Interim Dividend - 23.83 -

3. 2nd Interim Dividend - 23.83 -

4. Final Dividend 23.83 23.83 23.83

5. Tax on Dividends 4.05 11.78 4.05

Balance carried over to Balance Sheet 100.00 90.31 76.85

TOTAL 228.01 473.58 204.86

SHARE CAPITAL

The paid up capital of the Company is Rs.23,79,69,380/- consisting of 23,79,69,380 shares of Rs.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.1/- per share on the equity capital of the Company, as against Rs.3/- per share for the previous year. The total dividend for the year amounts to Rs.23.83 crores as against Rs.71.49 crores for the previous year.

TAXATION

An amount of Rs.32.30 crores towards Current Tax, Rs.21.01 crores towards Deferred Tax and Rs.4.05 crores towards Dividend Tax has been provided for the year under review. The Company''s entitlement of MAT credit of Rs.36.67 crores has been recognised in the books during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

CEMENT DIVISION

PRODUCTION (In Tonnes)

April 2013 to April 2012 to PARTICULARS Change over previous year March 2014 March 2013

Clinker 65,39,471 63,23,033 2,16,438 3%

Cement 85,90,194 84,75,412 1,14,782 1%

SALES

During the year under review, the sale of cement has increased to 85.97 lakh tonnes, compared to 83.60 lakh tonnes of the previous year, showing an increase of 3%.

The general slowdown in the economy has affected the infrastructure activities, thereby affecting the cement industry as a whole.

The political disturbances in Andhra Pradesh due to bifurcation of the state, has adversely affected the construction activities in the State. In Southern States, the construction industry has faced scarcity of raw materials like, river sand and blue metal, affecting the construction activities. There has only been marginal growth in the Reality Sector, both with respect to Commercial and Residential Projects. In Kerala, which is another major market for the Company, the excess rain fall during the monsoon season has also affected the off-take.

Considering the difficult circumstances and factors in the domestic sector, the Company has concentrated in expanding the export market where we are normally selling and also exploring new markets abroad. Due to the efforts taken during the year 2.25 lakh tonnes were exported as against 0.84 lakh tonnes during the previous year. The export turnover of the Company for the year was Rs.82.45 crores as against Rs.28.70 crores of the previous year.

The grinding unit at West Bengal has helped in establishing and in expanding the markets for our cement in the Eastern Region of the country.

COST

During the year under review there has been consistent increase in the diesel prices. The price of diesel which was Rs.51.78 per litre on 01-04-2013 has undergone periodical increase during the year and price was Rs.59.17 per litre as on 31-03-2014, which works out to 14% of increase compared to the previous year. This has resulted in increase in the cost of transport of inward materials and also in distribution cost of finished goods.

During the year the Rupee has depreciated against US Dollar. Further there were wide fluctuations during the year. Due to this our regular imports of Coal, Pet Coke, Gypsum and other materials have become costlier. As our thermal power plants are also dependent upon imported coal, the rupee depreciation has adversely affected our power generation cost also. However, the Company was able to source coal in international market at competitive rates thereby reducing the impact of adverse exchange fluctuations. The Company follows a conservative policy of covering all its foreign currency exposures at the time of commitment itself.

The interest cost has increased because of increase in the borrowings for expansion and also increase in the interest rates.

The Sales realisation was lower by 10% compared to that of previous year. This was due to lower prices for cement prevailed during the year and also due to increase in the logistics cost. In logistics, the railways have increased the freight rates by about 5% during the year, impacting the cost of movement of cement through wagons. Further, for factors already explained for the states of Andhra Pradesh and Tamil Nadu, we had to transport materials to other states and far off markets, thereby incurring more freight for longer distances.

READY MIX CONCRETE DIVISION

The Division has produced 44,307 cu.m of concrete during the year, accounting for a revenue of Rs.16.36 Crores (Net of Excise Duty and VAT) as against 49,410 cu.m. of concrete accounting for a revenue of Rs.18.13 Crores during the previous year.

DRY MORTAR DIVISION

The Division has produced 37,483 tonnes of Dry Mortar during the year as against 25,360 tonnes produced during the previous year. The Division has sold 36,971 tonnes of Dry Mortar accounting for a revenue of Rs.22.84 crores (Net of Excise Duty and VAT) during the year as against 25,306 tonnes of Dry Mortar accounting for a revenue of Rs.16.89 Crores during the previous year.

FORMATION OF A SUBSIDIARY COMPANY

Your Board of Directors at their meeting held on 29-07-2013 approved to establish a Subsidiary Company by name, RAMCO WINDFARMS LIMITED. Accordingly, the Company was incorporated on 26-11-2013 with a paid up capital of Rs.1 crore. The Ramco Cements Limited holds 71.50 lakh shares of Rs.1/- each amounting to 71.50% of the paid up share capital and the rest of the share capital is held by Ramco Group of Companies.

The Ramco Cements Limited has sold 121 Nos. of Wind Electric Generators aggregating to 33.235 MW to the Subsidiary Company in March 2014 for a value of Rs.31.39 crores.

The power generated by Ramco Windfarms Limited will be consumed by the shareholder companies depending upon their requirements.

WIND FARM DIVISION

The Division has generated 2,667 lakh units as compared to 3,247 lakh units of the previous year. Out of this, 2,564 lakh units were generated from the wind farms in Tamil Nadu and 103 lakh units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 296 lakh units are meant for adjustment against the power consumed in the Company''s plants and balance 2,268 lakh units have been sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs.67.32 crores. The units generated in Karnataka were fully consumed at our Mathodu Cement Plant.

The generation from wind farms in Tamil Nadu has been adversely affected due to evacuation constraints imposed by TANGEDCO. Hence we could not evacuate the full generation of power produced during the year. Because of this, even though our wind farm areas had witnessed good wind season, we were not able to generate power to its full potential. The backing down of the Wind Electric Generators by TANGEDCO had caused generation loss of upto 50% during certain periods.

The income during the year from the Division was Rs.68.24 Crores as against Rs.87.08 Crores of the previous year.

Subsequent to the sale of 121 Nos. of Wind Electric Generators to Ramco Windfarms Limited, the installed capacity of the wind farm of the Company is 125.95 MW comprising of 108 Wind Electric Generators.

TURNOVER AND PROFITABILITY

The total revenue for the year (Net of Excise Duty and VAT) was Rs.3,769 crores as against Rs.3,873 crores of the previous year.

The operating profit and net profit for the year were Rs.648.76 crores and Rs.137.70 crores as against Rs.1,047.30 crores and Rs.403.65 crores respectively of the previous year.

As already explained, the reduction in realisation and the increase in costs have contributed to the steep fall in profits for the year, compared to the previous year.

NEW PROJECTS

In the Directors'' Report for the year ended 31-03-2013, it was informed about the Company''s proposal to establish its 4th grinding unit at Vizag with a capacity to grind 1 Million Tonnes Per Annum, at a cost of Rs.360 crores. The establishment of the grinding unit is under way.

During the month of October 2013, there was incessant rains due to Phailin Cyclone that attacked North Coastal Andhra Pradesh and Odisha State, which hampered the construction activities for a period of nearly 50 days.

However, by increasing the efforts and by mobilising additional resources, we are planning to commission the grinding unit in the second quarter of 2014-15 as originally informed in the Directors'' Report for the year ended 31-03-2013.

Commissioning of the Grinding Unit at Vizag would help the Company in increasing its market share in the Vizag Region and also in the States of Odisha and Chattisgarh.

POWER PLANTS

In the Directors'' Report for the year ended 31-03-2013, it was informed about the proposal to enhance the capacity of the thermal power plants at Alathiyur, Ariyalur and Jayanthipuram by adding 1 turbine each of 6 MW capacity at a total cost of Rs.55 crores. Orders have been placed for Alathiyur and Ariyalur and the works have started. The projects would be commissioned in the 3rd quarter of the current year.

The enhancement of capacity of the thermal power plant at Jayanthipuram is yet to commence.

The existing thermal power plants were operated in optimal manner to meet the power requirements of the cement plants and the surplus power was sold to HT consumers / State Electricity Board.

FUTURE OUTLOOK

Consequent to the completion of the general elections and assumption of the new Government at the Centre, the economic activities which had slowed down during the election period is expected to pick up. The new Government''s economic policies are expected to give a big push and the Indian Economy is expected to record a GDP growth of 5.4% to 5.7% in the current year. The infrastructure activities are expected to enthuse the construction activities thereby positively impacting the demand for cement. As all our plants are fully equipped with railway siding, stand-by power back up facility and are supported with grinding units, our Company will be able to take full advantage of the economic momentum in the coming years.

CONSERVATION OF ENERGY, ETC.

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

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 2,937 employees as on 31-03-2014. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and Group effort.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Member who is interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary.

SUBSIDIARY COMPANIES

Ministry of Corporate Affairs, Government of India, has vide its Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has exempted companies from attaching the annual accounts and other particulars of its subsidiary companies along with the Annual Report of the Company as required under Section 212 of the Companies Act, 1956. Therefore, the annual accounts of the subsidiary viz. Ramco Windfarms Limited are not attached with this Annual Report. However, a statement giving information as required vide aforesaid circulars is placed along with the Consolidated Accounts.

The Annual Accounts of the subsidiary company and the related information shall be made available to the shareholders of the Company upon receipt of a request from them. The same is also kept open for inspection at the Registered Office of the Company as well as its subsidiary.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared in order to comply, in all material respects, with the accounting standards notified under section 211(3C) of the Companies Act 1956, which continue to be applicable in respect of section 133 Companies Act 2013 along with the provisions of the Listing Agreement with the Stock Exchanges. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report.

The consolidated net profit of the Company and its subsidiary amounted to Rs.114.48 crores for the financial year ended 31st March 2014.

AWARDS

The Company''s Units secured many Awards during the year in Mines Safety, Mines Environment & Mineral Conservation and Quality Circles.

The Alathiyur unit has been awarded as an Excellent Energy Efficient Unit with a shield and certificate of merit by Confederation of Indian Industry. This is the 10th time, the unit is getting such an award.

The Alathiyur Unit had won the following awards at the 13th International Seminar conducted by National Council for Cement and Building Materials:

- Best Improvement in Energy Performance in Manufacture of Blended Cements for 2011-12.

- Second Best Environmental Excellence in Plant Operation for 2011-12.

- Best Environmental Excellence in Limestone Mines for 2011-12.

- Second Best Environmental Excellence in Limestone Mines for 2012-13.

DIRECTORS

We regret to report the sad demise of Dr.A.Ramakrishna on 20-08-2013. The Directors place on record Dr.A.Ramakrishna''s valuable and constructive contribution in the Board and Committee Meetings during his association of 8 years with the Company.

At the Board Meeting held on 23rd October 2013, Shri.M.M.Venkatachalam has been co-opted as an Additional Director and will hold the office till the date of the forthcoming Annual General Meeting. A Notice in writing has been received from a Member signifying his intention to propose the appointment of Shri.M.M.Venkatachalam as a Director at the Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri.M.B.N.Rao retires by rotation and is eligible for re-election.

In accordance with Clause 49 of the Listing Agreement, Â½ of the total number of Directors should be Independent Directors. Accordingly, Members'' approval is being sought to have the following as Independent Directors.

1. Shri.R.S.Agarwal

2. Shri.M.B.N.Rao

3. Shri.M.M.Venkatachalam

PUBLIC DEPOSITS

The total deposits from the public outstanding with the Company as on 31st March 2014 were Rs.1.74 crores including the deposits renewed in accordance with Section 58A of the Companies Act, 1956. This also includes 29 deposits aggregating to Rs.7.71 lakhs which had fallen due for payment on or before 31-03-2014 but not claimed by the depositors. Reminders have been sent to these depositors for disposal instructions. On the date of this report, Rs.2.25 lakhs thereof have been claimed and refunded/renewed in respect of 7 depositors.

Section 74 of the Companies Act, 2013 has provided an option to repay the existing deposits accepted on or before 31-03-2014. The Company has decided not to accept fresh deposits from 01-04-2014 and to repay all the existing deposits by complying with the formalities required in this regard.

SHARES

The Company''s shares are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

AUDITORS

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

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

COST AUDITOR

The Government has approved the Company''s proposal to appoint M/s.Geeyes & Co., Cost Accountants, Chennai for audit of cost accounts of the Company relating to manufacture of Cement and generation of Electricity for the year ended 31-03-2014 on a remuneration of Rs.2,50,000/- exclusive of out-of-pocket expenses.

The Cost Audit Report for the financial year 2012-13 due to be filed with Ministry of Corporate Affairs by 27-09-2013, had been filed on 18-09-2013. The Cost Audit Report for the financial year 2013-14 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

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

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance followed by the Company together with a Certificate from the Statutory Auditors confirming compliance is set out in Annexure II to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that Â

- In the preparation of the annual accounts for the year ended 31st March 2014, the applicable accounting standards had been followed;

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors, For THE RAMCO CEMENTS LIMITED,

Chennai P.R.RAMASUBRAHMANEYA RAJHA

22-05-2014 Chairman & Managing Director

Mar 31, 2013

The Directors have pleasure in presenting their 55th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Year ended Year ended 31-03-2013 31-03-2012 (Rs. in crores) (Rs. in crores)

Total Revenue 3872.66 3256.58

Operating Profit: Profit before Interest,

Depreciation and Tax (PBIT) 1047.77 970.26

Less : Interest 178.51 158.45

Profit before Depreciation and Tax (PBDT) 869.26 811.81

Less : Depreciation 280.58 253.90

588.68 557.91

Less : Prior Period & Extraordinary items 0.47 0.49

Net Profit before Tax 588.21 557.42

Less : Provision for Tax

Current Tax 117.38 112.13

Deferred Tax 67.18 60.18

Net Profit After Tax 403.65 385.11

Add: Balance Profit from last year 69.93 54.06

Surplus for Appropriation 473.58 439.17

Appropriations:

1. Transfer to General Reserve 300.00 300.00

2. 1st Interim Dividend 23.83 47.66

3. 2nd Interim Dividend 23.83

4. Final Dividend 23.83 11.92

5. Tax on Dividends 11.78 9.66

Balance carried over to Balance Sheet 90.31 69.93

TOTAL 473.58 439.17

SHARE CAPITAL

The paid up capital of the Company is Rs.23,79,69,380/- consisting of 23,79,69,380 shares of Rs.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Rs.1/- per share on the equity capital of the Company. Together with the 1st Interim Dividend of Rs.1/- per share and 2nd Interim Dividend of Rs.1/- per share paid during the year, the total dividend for the year is Rs.3/- per share. For the previous year, the Company had paid a dividend of Rs.2.50 per share.

The total dividend for the year amounts to Rs.71.49 crores as against Rs.59.58 crores for the previous year.

TAXATION

In the Directors'' Report for the year 2011-12, it was informed that the Line-2 at Ariyalur with 2 Million Tonnes Per Annum (MTPA) capacity was commissioned upto clinkerisation in 2011-12. The cement grinding with Polycom Roll Press mill was completed in 2012-13. With this the cement manufacturing capacity of the Company has increased to 12.49 MTPA.

The projects of installing a Roll Press Mill at Ramasamy Raja Nagar Cement Plant and at Salem Grinding Unit for increasing the cement grinding capacity were also completed during the year.

During the year, the Company has undertaken the following improvements:

RAMASAMY RAJA NAGAR

Installation of new impact crusher with screening system to increase the limestone crushing capacity.

Installation of new fly ash handling system, consisting of fly ash silo, bucket elevators and airslide gallery for transfer of fly ash.

Installation of new bagfilter for the Line-2 Coal Mill.

Installation of alternate fuel feeding system, comprising of an elevator and belt conveyor with dosing arrangement.

The above projects have contributed towards increase in the productivity by way of removing criticality in the production processes, reduction in emissions, optimisation of fuel consumption levels, etc.

SALES

During the year under review, even though on All India basis, the cement industry has shown a growth of 7%, Madras Cements Ltd has registered a growth of 11% in Sale of Cement. In absolute terms, the sale of cement has increased to 83.60 lakh tonnes compared to 75.50 lakh tonnes of the previous year.

The sale value of cement for the current year, net of Excise Duty and VAT amounts to Rs.3,627.30 crores as against Rs.3,093.83 crores for the previous year.

Out of the total sales for the year, 0.84 lac tonnes of cement was exported as against 0.46 lac tonnes during the previous year. The export turn over of the Company for the year was Rs.28.70 crores as against Rs.14.26 crores of the previous year.

COST

During the year under review, there had been constant upward revision in the price of diesel, in aggregate amounting to an increase of Rs.7.83 per litre, which works out to 18% over previous year. This had resulted in increase in the cost of road transport for inward raw materials as well as the distribution cost of the finished goods. Further, the adoption of dual price strategy by the Government has also impacted the diesel price for the Company.

The Railways had revised the freight rates and restructured the distance slabs which has adversely affected the cost of movement of cement by rail. Because of this, the railway freight for the Company as a whole has increased by more than 20%.

During the year under review, the cost of electrical energy has also increased in the States of Tamil Nadu and Andhra Pradesh. Tamil Nadu Generation and Distribution Corporation Limited has increased the unit rate by Rs.1.50 in April 2012. The Andhra Pradesh Transmission Corporation Limited has increased the unit rate by Rs.1/- in March 2012, which impacted the electrical energy cost for the year. In West Bengal, the rate for the normal hours has increased by Rs.1/- per unit and for peak hours by Rs.2/- per unit.

Due to the power cut imposed by the Government of Tamil Nadu, the units generated from wind mills could not be utilised fully. The grinding units situated in Tamil Nadu, had to run by using Heavy Fuel Oil based power generating sets, thereby resulting in increase in the power cost.

The quality of indigenously available Gypsum has deteriorated and hence, the Company has resorted to import the Gypsum to maintain the quality of cement. During the year, we had also imported high quality limestone for quality corrections. The weakening of the Rupee has impacted the increase in the cost of Gypsum and limestone consumed.

The cost of fly ash has increased partly due to increase in demand and partly due to increase in the cost of transportation.

The depreciation cost has gone up due to addition of assets during the year.

The interest cost has also increased due to increase in the interest rates.

The increase in Excise Duty, Customs Duty for import of coal, Service Tax and Value Added Tax has also resulted in the overall increase in the cost.

All the above factors have contributed to an overall increase in manufacturing and distribution costs.

READY MIX CONCRETE DIVISION

The Division has produced 49,410 cu.m of concrete during the year, accounting for a revenue of Rs.18.13 Crores (Net of Excise Duty and VAT) as against 48,807 cu.m. of concrete accounting for a revenue of Rs.17.15 Crores during the previous year.

DRY MORTAR DIVISION

The Division has produced 25,360 tonnes of Dry Mortar during the year as against 26,558 tonnes produced during the previous year. The Division has sold 25,306 tonnes of Dry Mortar accounting for a revenue of Rs.16.89 crores (Net of Excise Duty and VAT) during the year as against 26,682 tonnes of Dry Mortar accounting for a revenue of Rs.16.13 Crores during the previous year.

WIND FARM DIVISION

The Division has generated 3,247 Lac Kwh as compared to 2,855 Lac Kwh of the previous year. Out of this 3,145 lac units were generated from the wind farms in Tamil Nadu and 102 lac units from the wind farms in Karnataka. Out of the units generated in Tamil Nadu, 401 lac units are meant for adjustment against the power consumed in the cement plants and balance 2,744 lac units have been sold to Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for a value of Rs.81.63 crores. The units generated in Karnataka were fully consumed at Mathodu Cement Plant.

The income during the year from the Division was Rs.87.08 Crores as against Rs.61.59 Crores of the previous year.

The installed capacity of the wind farm of the Company is 159.19 MW comprising of 229 Wind Electric Generators.

TURNOVER AND PROFITABILITY

With the increase in production and sale and growth in realisation, the total revenue for the year, net of Central Excise and VAT had increased to Rs.3,873 crores as against Rs.3,257 crores of the previous year, registering an increase of 19%.

During the year under review, the Company had taken various measures to reduce the impact of the raising costs. To minimise the cost of transportation in raw materials and finished goods, the grinding units were operated strategically. The rail-road transport mix was also constantly reviewed and changed to have an overall control in the transportation cost for the Company as a whole.

The thermal power plants were operated to generate electrical energy for own consumption besides sale of power to TANGEDCO and Third parties under Open Access System, so that the cost of operating the thermal power plants was maintained at optimum level.

These measures, coupled with better sales and realisation, have made the operating profit and net profit for the year higher at Rs.1,047.77 crores and Rs.403.65 crores, as against Rs.970.26 crores and Rs.385.11 crores respectively of the previous year.

CHANGES IN STATUTORY LEVIES

The following are the changes that have taken place in the Statutory Levies.

VALUE ADDED TAX (VAT)

In the States of Kerala and West Bengal, the rate of VAT has been increased from 13.5% to 14.5%, with effect from 01-04-2013.

NEW PROJECTS

The Company has established three grinding units, near the fly ash availability areas / major cement consumption areas. This has helped the company in economising transportation cost, besides resulting in better servicing of markets. In line with that, the Company is proposing to install its fourth grinding unit at Vizag with a capacity to grind 1 Million Tonnes Per Annum, at a cost of Rs.360 crores. The project is expected to be commissioned in the second quarter of 2014-15. The necessary clinker for this plant would be transported from the Jayanthipuram plant. Fly ash and slag are available within a radius of 25 kms, which would help the Company in minimising the transportation cost of raw materials. The output from this plant would be marketed in Coastal Andhra Pradesh with Vizag being the main market and also in the States of Odisha and Chattisgarh.

POWER PLANTS

At Ariyalur, the Company had commissioned 20 MW thermal power plant. With this, the capacity of the captive thermal power generation at Ariyalur had increased to 60 MW.

At Ramasamy Raja Nagar, the 25 MW thermal power plant was commissioned.

Due to acute power shortage being experienced, it is felt that it would be advantageous to invest further in power. Accordingly, it is proposed to enhance the capacity of the thermal power plants at Alathiyur, Jayanthipuram and Ariyalur by adding one turbine each of 6 MW capacity at a total cost of Rs.55 crores.

FUTURE OUTLOOK

The cement industry is expected to grow by 8% during the year 2013-14. The demand increase is expected to be sustained due to Government spending on infrastructure projects, rural housing and development and the general increase in the economic activities. However, the excess capacity created by the cement industry during the past years will have an impact on production of cement and sales realisation. The capacity-demand mismatch is expected to come down over a period of next few years, improving the capacity utilisation of the industry. The Company would continue to focus on cost control measures and strategic decisions on production and distribution to protect and improve its profitability.

STRATEGIC INVESTMENTS

The Company over a period of time has been continuously investing in assets of enduring benefits.

The Company has been augmenting limestone bearing lands for ensuring availability of raw material to take care the limestone requirement for future years at enhanced capacity levels.

The cement manufacturing plants are equipped with latest technologies which would serve the Company well for many years to come. The Company''s investments in Pollution Control Equipments would ensure clean and pollution free environment for the neighbourhood. The Company has constructed covered silos for storage of various materials like Fly ash, Clinker and Cement, which would ensure minimum loss in storages, besides keeping the plant clean and healthy.

The limestone and coal are stored and transported through stacker reclaimers and belt conveyors involving minimum manual handling.

All the cement plants are provided with railway sidings which would help in handling huge quantity of incoming raw materials, besides meeting increased despatch requirements. The railway sidings enable direct movement of materials from and to the port and provides flexibility in planning of despatch strategies, keeping cost and market service in focus.

Establishment of Grinding Units and Packing Plants have greatly helped the Company to reduce the overall cost of transport. Besides, as the grinding units and packing plants are situated near the core market areas, better customer service is ensured by prompt deliveries and meeting of customer needs.

The Company has continuously invested in captive generation of power. The investments in wind farms, thermal power plants and heavy fuel oil based power generating sets have ensured that the Company has a variety of captive sources of power, besides getting grid power. The liberalisation of the power sector will enable the Company to utilise these captive generating sources in a most advantageous manner for self-consumption as well as sale of power under Intra State Open Access Policy. The usage of the above alternate sources of power would be decided in a cost judicial manner as power is one of the most important elements in the cost of production of cement.

Your Directors believe that these strategic investments made over a period of time has created assets and infrastructure which would help the Company to reap maximum benefits in good times and withstand even during adverse market conditions.

CHANGE OF NAME OF THE COMPANY

It is proposed to change the name of the Company from MADRAS CEMENTS LIMITED to "THE RAMCO CEMENTS LIMITED". RAMCO is the brand name under which the Company''s products are sold. The name - "The Ramco Cements Limited" will make it easy to identify the name of the company with the brand under which the Company''s cement is sold.

Your Directors are of the opinion that identification of the Company''s name with the brand name will be advantageous in the long run in Brand building. Necessary resolution seeking Members'' approval for the change of name of the Company has been included in the Notice convening 55th Annual General Meeting.

CONSERVATION OF ENERGY, ETC.

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

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 2787 employees as on 31-03-2013. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and Group effort.

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

AWARDS

The Company''s Units secured many Awards during the year in Mines Safety, Mines Environment & Mineral Conservation and Quality Circles.

The Alathiyur unit has secured Second Price among the cement sector for the National Energy Conservation award for 2012, constituted by Bureau of Energy Efficiency under the Ministry of Power. The award was presented by the Honourable President of India, Shri.Pranab Mukherjee in the presence of Honourable Minister of State for Power, Shri.Jyotiraditya M.Scindia.

The Alathiyur unit has also secured "Gold Award" in cement sector for outstanding achievement in Environment Management. The award was constituted by Greentech Foundation, New Delhi and supported by Indian Institute of Corporate Affairs, Ministry of Corporate Affairs, Government of India.

The Alathiyur unit has also been presented "Green Award" by Tamil Nadu Pollution Control Board for the year 2012.

Andhra Pradesh Pollution Control Board has given award to Jayanthipuram unit for the year 2012, in recognition of practicing Cleaner Production Measures.

DIRECTORS

The Government of Tamil Nadu appointed Shri.Harmander Singh, I.A.S., Industries Commissioner and Director of Industries and Commerce, as their Nominee Director on the Company''s Board with effect from 18-10-2012 in the place of Shri.Vibhu Nayar, I.A.S.

The Directors wish to place on record the valuable guidance and services rendered by Shri.Vibhu Nayar, I.A.S., during the tenure of his office as Nominee Director on the Company''s Board.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Dr.A.Ramakrishna retires by rotation and is eligible for re-election.

PUBLIC DEPOSITS

The total deposits from the public outstanding with the Company as on 31st March 2013 were Rs.2.08 crores including the deposits renewed in accordance with Section 58A of the Companies Act, 1956. This also includes 28 deposits aggregating to Rs.5.35 lacs which had fallen due for payment on or before 31-03-2013 but not claimed by the depositors. Reminders have been sent to these depositors for disposal instructions. On the date of this report, Rs.2.41 lacs thereof have been claimed and refunded/renewed in respect of 13 depositors.

SHARES

The Company''s shares are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

AUDITORS

M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants and M/s.CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 55th Annual General Meeting and are eligible for reappointment.

COST AUDITOR

The Government has approved the Company''s proposal to appoint M/s.Geeyes & Co., Cost Accountants, Chennai for audit of cost accounts of the Company relating to manufacture of Cement and generation of Electricity for the year ended 31-03-2013 on a remuneration of Rs.2,50,000/- exclusive of out-of-pocket expenses. As per Central Government''s direction, cost audit will be done every year.

The Cost Audit Report for the financial year 2011-12 due to be filed with Ministry of Corporate Affairs by 28-02-2013, had been filed on 30-01-2013. The Cost Audit Report for the financial year 2012-13 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance followed by the Company together with a Certificate from the Statutory Auditors confirming compliance is set out in Annexure II to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that -

* In the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards had been followed;

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors,

For MADRAS CEMENTS LTD.,

Chennai P.R.RAMASUBRAHMANEYA RAJHA

30-05-2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting their 54th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

Year ended Year ended 31-3-2012 31-3-2011 (Rs. in crores) (Rs. in crores)

Operating Profit: Profit before Interest,

Depreciation and Tax (PBIT) 970.26 657.24

Less : Interest 158.45 139.28

Profit before Depreciation and Tax (PBDT) 811.81 517.96

Less : Depreciation 253.90 220.77

557.91 297.19

Less : Prior Period & Extraordinary items 0.49 (0.07)

Net Profit before Tax 557.42 297.26

Less : Provision for Tax

Current Tax 112.13 82.38

Deferred Tax 60.18 3.90

Net Profit After Tax 385.11 210.98

Add: Balance Profit from last year 54.06 52.70

Surplus for Appropriation 439.17 263.68

Appropriations:

1. Transfer to General Reserve 300.00 175.00

2. Interim Dividend 47.66 -

3. Tax on Interim Dividend 7.73 -

4. Final Dividend 11.92 29.79

5. Tax on Final Dividend 1.93 4.83

Balance carried over to Balance Sheet 69.93 54.06

TOTAL 439.17 263.68

SHARE CAPITAL

The paid up capital of the Company is Rs.23,79,69,380/- consisting of 23,79,69,380 shares of Rs.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Rs.0.50 per share on the equity capital of the Company. Together with the Interim Dividend of Rs.2/- per share paid during the year, the total dividend for the year is Rs.2.50 per share. For the previous year, the Company had paid a dividend of Rs.1.25 per share.

The total dividend for the year amounts to Rs.59.58 crores as against Rs.29.79 crores for the previous year.

TAXATION

An amount of Rs.112.13 crores towards Current Tax, Rs.60.18 crores towards Deferred Tax and Rs.9.66 crores towards Dividend Tax has been provided for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT CEMENT DIVISION

2011-12 2010-11 (In lakh tonnes) (In lakh tonnes)

PRODUCTION & SALES Ramasamy Raja Nagar (TN) Factory

Clinker Produced 6.77 7.05

Cement Produced 11.92 12.57

Cement Despatched 11.92 12.59

Jayanthipuram (AP) Factory

Clinker Produced 17.53 15.75

Cement Produced 16.32 15.82

Cement Despatched 16.29 15.78

Alathiyur (TN) Factory

Clinker Produced 15.68 19.21

Cement Produced 20.13 20.49

Cement Despatched 20.46 20.28

Ariyalur (TN) Factory

Clinker Produced 15.06 12.69

Cement Produced 14.41 13.82

Cement Despatched 14.64 13.81

Mathodu (Karnataka) Factory

Clinker Produced 0.98 1.03

Cement Produced 1.35 1.66

Cement Despatched 1.31 1.69

Salem (TN) Grinding Plant

Cement Produced 3.89 3.51

Cement Despatched 3.92 3.54

Chengalpattu (TN) Grinding Plant

Cement Produced 3.21 3.01

Cement Despatched 3.15 3.03

Kolaghat (WB) Grinding Plant

Cement Produced 3.99 2.17

Cement Despatched 3.95 2.20

During the year under review, the cement production has increased to 75.22 lakh tonnes from 73.05 lakh tonnes of the previous year.

At Ariyalur the Company has installed Line 2 with a capacity of 2 Million Tonnes Per Annum (MTPA). The project was commissioned upto clinkerisation in August 2011. The cement grinding is scheduled to commence in June 2012. Consequently the cement production capacity of the Company will go up from 10.49 MTPA to 12.49 MTPA.

SALES

DOMESTIC

During the year under review, even though, on All India basis the cement industry has shown a growth of 6%, the Southern Region witnessed a decline of 1%. This was primarily due to a fall of 11% in Andhra Pradesh. As against this, Madras Cements Ltd has registered an increase from 72.48 lac tonnes to 75.04 lac tonnes in sale of cement, representing a growth of 4%. The sale value of cement for the current year, net of Excise Duty and VAT amounts to Rs.3,092.37 crores as against Rs.2,448.61 crores for the previous year.

EXPORTS

During the year 0.46 lac tonnes of cement was exported to Sri Lanka as against 0.07 lac tonnes during the previous year. The export turn over of the Company for the year was Rs.14.26 crores as against Rs.1.86 crores of the previous year.

COST

During the year under review, there had been increase in diesel price which had resulted in increase in the cost of road transport for inward raw materials as well as the distribution cost of the finished goods. The increase in the Railway freight rates had also impacted the transportation cost.

In addition to the high cost charged by Tamil Nadu Generation and Distribution Corporation Limited for flyash, the availability of flyash was also poor from the State owned thermal power plants.

The cost of power has also increased during the year under review. In Tamil Nadu, due to the power cut imposed by the State Government, the units generated from wind mills could not be utilised in full. In order to maintain the production levels, the company had resorted to use of Heavy Fuel Oil based power generating sets, thereby resulting in increase in the power cost.

The state electricity boards in Andhra Pradesh and West Bengal have also increased their electricity tariff. This has resulted in increase in the cost of power for the plants situated in the respective states.

Due to increase in the cost of imported coal, the generation cost of the Company's captive thermal power plants and the fuel cost have increased during the current year compared to the previous year.

The depreciation cost has gone up due to addition of assets and commissioning of Ariyalur Line 2 upto clinkerisation and Power Plants during the year.

The interest cost has also increased due to increase in the interest rates.

All the above factors have contributed to an overall increase in manufacturing and distribution costs.

READY MIX CONCRETE DIVISION

The Division has produced 48,807 cu.m of concrete during the year, accounting for a revenue of Rs.17.14 Crores as against 59,589 cu.m. of concrete accounting for a revenue of Rs.18.06 Crores during the previous year.

DRY MORTAR DIVISION

The Division has produced 26,558 tonnes of Dry Mortar during the year as against 27,156 tonnes produced during the previous year. The Division has sold 26,682 tonnes of Dry Mortar accounting for Rs.16.13 crores during the year as against 27,089 tonnes of Dry Mortar accounting for Rs.14.08 Crores during the previous year.

WIND FARM DIVISION

The Division has generated 2,855 Lac Kwh during the year as compared to 3,572 Lac Kwh of the previous year. Out of 2752 lac units generated in Tamil Nadu, 697 lac units are meant for adjustment against the power consumed in our plants and balance 2055 lac units have been sold to Tamil Nadu Electricity Board (TNEB) for a value of Rs.61.59 crores. Inclusive for the power sold during the previous year, a sum of Rs.64.91 crores is outstanding from TNEB.

The income during the year from the Division was Rs.96.18 Crores as against Rs.122.28 Crores of the previous year. The installed capacity of the wind farm of the Company is 159.19 MW comprising of 229 Wind Electric Generators.

TURNOVER AND PROFITABILITY

With the increase in production and sale and growth in realisation, the total revenue for the year, net of Central Excise and VAT had also increased to Rs.3288 Crores as against Rs.2645 Crores of the previous year. This is the first time, the Company's turnover has crossed trois mille milestone. It is gratifying to report that the Company reached Rs.100 crore mark on completion of 30 years; Rs.1000 crore mark on completion of 48 years; Rs.2000 crore mark on completion of 50 years and Rs.3000 crore mark on completion of 54 years.

During the year under review, the Company had taken various measures to reduce the impact of the raising costs. The captive power generating sources were utilised in an optimal manner to have the power cost under control. The Company has increased the sale quantity of blended cement. These measures, coupled with better sales and realisation, have made the operating profit and net profit for the year higher at Rs.970.26 crores and Rs.385.11 crores, as against Rs.657.24 crores and Rs.210.98 crores respectively of the previous year.

CHANGES IN STATUTORY LEVIES

The following are the changes that have taken place in the Statutory Levies.

EXCISE DUTY

With effect from 17.3.2012, in the Union Budget for the year 2012-13, the Excise Duty on cement has been increased from 10% ad valorem Rs.160 per tonne to 12% on MRP after abatement of 30% Rs.120/- per tonne. For Cement cleared other than in packaged form, the duty has been increased from 10% ad valorem to 12% ad valorem.

CUSTOMS DUTY

Customs duty on imported coal was levied at the rate of 2% for Indonesian Origin & 5% for other than Indonesian sources. The customs duty on coal is removed irrespective of its origin with effect from 17.3.2012.

SERVICE TAX

Service Tax has been increased from 10% to 12% with effect from 1.4.2012.

VALUE ADDED TAX (VAT)

In Tamil Nadu, the rate of VAT has been increased from 12.5% to 14.5% with effect from 12.7.2011.

In Puducherry, the rate of VAT has been increased from 12.5% to 14.5% with effect from 1.1.2012.

In Kerala, the rate of VAT has been increased from 12.5% to 13.5% with effect from 1.4.2012.

ENTRY TAX

In West Bengal, Entry Tax @ 1% has been introduced with effect from 1.4.2012.

NEW PROJECTS

As already reported, at Ramasamy Raja Nagar the Company is in the process of installing a Roll Press for increasing the cement grinding capacity from the present level of 210 TPH to 260 TPH. The cost of the project, including installation of Kankar Crusher and Flyash Handling System is Rs.110 crores. The project is expected to be commissioned in March 2013.

At Salem Grinding Unit, the Company is in the process of installing a Roll Press for increasing the cement grinding capacity from the present level of 90 TPH to 230 TPH at a cost of Rs.60 crores. The project is expected to be commissioned in the year 2012-13.

POWER PLANTS

In Salem Grinding Unit, a Heavy Fuel Oil based power generator of 5 MW was commissioned in August 2011.

In Ariyalur, the Company had commissioned 2 x 20 MW thermal power plant in 2010-11 and another 20 MW thermal power plant is proposed to be commissioned in the first quarter of 2012-13.

In Ramasamy Raja Nagar, a 25 MW thermal power plant would be commissioned in the first quarter of 2012-13. PROSPECTS FOR 2012-2013

Demand for cement is expected to grow at 8% in the coming year due to the continued fillips given for the infrastructure projects. The Company expects to sustain and improve the output levels of all the units during the year. Also, the Company will have the benefit of increased production from its new projects, which will enable the Company to meet the increased market demand for cement. The Company continues its endeavour for the sale of Blended Cement. The Company also continues to concentrate on cost reduction measures in all areas of production and distribution to protect and improve its profitability.

CONSERVATION OF ENERGY, ETC.

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

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 2626 employees as on 31.3.2012. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and Group effort.

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

AWARDS

The Company's Units secured many Awards during the year in Mines Safety, Mines Environment & Mineral Conservation and Quality Circles.

DIRECTORS

The Government of Tamil Nadu withdrew the nomination of Shri.G.Sundaramurthi, I.A.S with effect from 8.7.2011 and had appointed Shri.Vibhu Nayar, I.A.S as their Nominee Director on the Company's Board with effect from 11.8.2011. The Directors wish to place on record the valuable guidance and services rendered by Shri.G.Sundaramurthi, I.A.S., during the tenure of his office as Nominee Director on the Company's Board.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Shri.P.R.Venketrama Raja retires by rotation and is eligible for re-election.

PUBLIC DEPOSITS

The total deposits from the public outstanding with the Company as on 31st March 2012 were Rs.2.36 crores including the deposits renewed in accordance with Section 58A of the Companies Act, 1956. This also includes 44 deposits aggregating to Rs.12.11 lacs which had fallen due on or before 31.3.2012 but not claimed by the depositors. Reminders have been sent to these depositors for disposal instructions. On the date of this report, Rs.2.62 lacs thereof have been claimed and refunded/renewed in respect of 10 depositors.

SHARES

The Company's shares are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

AUDITORS

M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants and M/s.CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 54th Annual General Meeting and are eligible for reappointment.

COST AUDITOR

The Government has approved the Company's proposal to appoint M/s.Geeyes & Co., Cost Accountants, Chennai for audit of cost accounts of the Company relating to manufacture of Cement and generation of Electricity for the year ended 31.3.2012 on a remuneration of Rs.2,50,000/- exclusive of out-of-pocket expenses. As per Central Government's direction, cost audit will be done every year.

The Cost Audit Report for the financial year 2010-11 due to be filed with Ministry of Corporate Affairs by 27th September 2011, had been filed on 24th September 2011. The Cost Audit Report for the financial year 2011-12 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance followed by the Company together with a Certificate from the Statutory Auditors confirming compliance is set out in Annexure II to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that -

- In the preparation of the annual accounts for the year ended 31st March 2012, the applicable accounting standards had been followed;

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors,

For MADRAS CEMENTS LTD.,

Chennai P.R.RAMASUBRAHMANEYA RAJHA

24-5-2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting their 53rd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

Year ended Year ended 31-3-2011 31-3-2010 (Rs. in lacs) (Rs. in lacs)

Operating Profit: Profit before Interest,

Depreciation and Tax (PBIDT) 65724 87729

Less: Interest 13928 15088

Profit before Depreciation and Tax (PBDT) 51796 72641

Less: Depreciation 22077 19608

29719 53033

Add: Extraordinary items 7 11

Net Profit before Tax 29726 53044

Less: Provision for Tax

Current Tax 8238 8155

Deferred Tax 390 9521

Net Profit After Tax 21098 35368

Add: Balance Profit from last year 5270 2974

Surplus for Appropriation 26368 38342

Appropriations:

1. Transfer to General Reserve 17500 27500

2. Interim Dividend Ã 3575

3. Final Dividend 2979 1191

4. Tax on Dividends 483 806

Balance carried over to Balance Sheet 5406 5270

TOTAL 26368 38342

SHARE CAPITAL

The paid up capital of the Company is Rs.23,79,69,380/- consisting of 23,79,69,380 shares of Rs.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.1.25 per share on the equity capital of the Company, as against Rs.2.00 per share for the previous year. The dividend for the year amounts to Rs.29.79 crores as against Rs.47.66 crores for the previous year.

TAXATION

An amount of Rs.82.38 crores towards Current Tax, Rs.3.90 crores towards Deferred Tax and Rs.4.83 crores towards Dividend Tax has been provided for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

CEMENT DIVISION

2010-2011 2009-2010 (In lac tonnes) (In lac tonnes)

PRODUCTION & SALES

Ramasamy Raja Nagar (TN) Factory

Clinker Produced 7.05 6.90

Cement Produced 12.57 14.39

Cement Sold 13.88 14.40

Jayanthipuram (AP) Factory

Clinker Produced 15.75 19.02

Cement Produced 15.82 19.96 Cement Sold 15.69 19.90

Alathiyur (TN) Factory

Clinker Produced 19.21 21.54

Cement Produced 20.49 27.94

Cement Sold 19.20 27.60 Ariyalur (TN) Factory

Clinker Produced 12.69 12.17

Cement Produced 13.82 11.79

Cement Sold 13.33 11.54

Mathodu (Karnataka) Factory

Clinker Produced 1.03 1.60

Cement Produced 1.66 2.29

Cement Sold 1.69 2.28

Salem (TN) Grinding Plant

Cement Produced 3.51 1.57

Cement Sold 3.54 1.58

Chengalpattu (TN) Grinding Plant

Cement Produced 3.01 2.14

Cement Sold 3.03 2.11

Kolaghat (WB) Grinding Plant

Cement Produced 2.17 0.18

Cement Sold 2.19 0.13

During the year under review, the cement production was 73.05 lac tonnes, compared to 80.26 lac tonnes of the previous year.

At Ramasamy Raja Nagar, subsequent to the installation of a Vertical Roller Mill as a pre-grinder to Raw Mill, the combined clinkerisation capacity of both the kilns had increased to 3200 Tonnes Per Day (TPD).

At Jayanthipuram, the Line-1 kiln was stopped during October 2010 to March 2011 for upgrading the pyro processing system. The upgradation had resulted in reduction in emission levels, besides increasing the clinkerisation capacity to 3400 TPD.

At Alathiyur, the Line-1 kiln was stopped during November 2010 to February 2011 for carrying out upgradation activities. The upgradation included modification of the pre-heater, changing the cooler and installation of a higher size venting system. The upgradation was completed and the kiln restarted in the month of February 2011. The upgradation had resulted in increasing the clinkerisation capacity to 3500 TPD.

SALES

During the year under review, the sale of cement was at 72.55 lac tonnes compared to 79.54 lac tonnes of the previous year.

The demand growth for the cement industry as a whole for the year was 5%, compared to the growth of 11% for the previous year. The growth percentage is the lowest in last several years.

The Southern Region witnessed a decline of 4% compared to a growth of 5% during the previous year. Within the Southern Region, the States of Andhra Pradesh and Kerala, which are important market segments for the Company, had witnessed negative growth. Lower infrastructure spending and slow-down in the realty sector have contributed to this subdued growth. While there has been a decline in the demand, the cement industry has seen a growth in the capacity additions on All India basis and specifically in the Southern Region. These factors have adversely affected the sales volume of the Company for the year.

EXPORTS

During the year 6825 tonnes of cement was exported to Sri Lanka. The export turnover of the Company for the year was Rs.1.86 crores.

COST

There has been steep escalations in input costs. The cost of imported and indigenous coal has increased, thereby increasing the cost of energy. The cost of flyash has also increased.

Road transportation cost has increased due to upward revision in the administered fuel cost. The Rail transportation cost has also increased, as the Railways have increased the basic freight structure, terminal charges and demurrage and wharfage penal charges, in addition to imposing various restrictions on movement of material through wagons.

The increase in the transportation cost and the general inflationary trends has led to overall increase in the cost of raw materials.

The depreciation cost has gone up due to the capacity additions implemented by the Company in the past years.

The increase in various statutory levies has also contributed to the increase in the cost.

READY MIX CONCRETE DIVISION

The Division has produced 59,589 cu.m. of concrete during the year accounting for a revenue of Rs.18.08 crores as against 44,501 cu.m. of concrete accounting for a revenue of Rs.12.73 crores during the previous year.

DRY MORTAR DIVISION

The Division has produced 27,156 tonnes of Dry Mortar during the year as against 23,508 tonnes produced during the previous year. The Division has sold 27,089 tonnes of Dry Mortar accounting for a revenue of Rs.15.51 crores during the year as against 23,520 tonnes of Dry Mortar accounting for a revenue of Rs.13.06 crores during the previous year.

WIND FARM DIVISION

The Division has generated 3572 lac KWH as compared to 4115 lac KWH of the previous year. The income during the year from the Division was Rs.122.28 crores as against Rs.133.89 crores of the previous year.

During the year, the Company has sold 33 Nos. of Wind Electric Generators aggregating to a capacity of 26.40 MW. After this, the installed capacity of the Wind Farm Division of the Company stands at 159.19 MW comprising of 229 Wind Electric Generators.

TURNOVER AND PROFITABILITY

Due to reduction in production and sale quantity and lower realisation and reduced contribution from wind farm division, the total revenue for the year, net of Central Excise and Sales Tax was Rs.2,645 crores as against Rs.2,821 crores of the previous year. The all round increase in the cost of production has resulted in lower profit compared to the previous year. The operating profit and net profit for the year were Rs.657.24 crores and Rs.210.98 crores as against Rs.877.29 crores and Rs.353.68 crores respectively for the previous year.

CHANGES IN STATUTORY LEVIES

The following are the changes that have taken place in the Statutory Levies.

DIRECT TAX

i) The Minimum Alternate Tax (MAT) rate which was increased from 15% to 18% for the year 2010 - 2011, had again been increased to 18.5% for the year 2011 - 2012.

ii) Surcharge on Income Tax has been reduced from 7.5% to 5% for the year 2011 - 2012.

INDIRECT TAX

The following are the changes that have been implemented with effect from 1-3-2011.

EXCISE DUTY

I. For Cement

A) For Mini Cement Plants Previous Revised

1. Cleared in packaged form-

(i) of Retail Sale Price (RSP) not exceeding Rs.190/- per 50 kg Rs.185/- PMT 10% ad valorem bag or of per tonne equivalent RSP not exceeding Rs.3800/-

(ii) of RSP exceeding Rs.190/- per 50 kg bag or of per tonne 10% ad valorem equivalent RSP exceeding Rs.315/- PMT + Rs.30/- PMT Rs. 3800/-

2. Cleared other than in packaged form Rs.215/- PMT 10% ad valorem

B) For Cement Plants other than mini cement plants

1. Cleared in packaged form-

(i) of RSP not exceeding Rs.190/- per 50 kg bag or of per tonne 10% ad valorem equivalent RSP not exceeding Rs.290/- PMT + Rs.80/- PMT Rs. 3800/-

(ii) of RSP exceeding Rs.190/- per 50 kg bag or of per tonne 10% ad valorem equivalent RSP exceeding 10% of RSP Rs.3800/- + Rs.160/- PMT

10% or Rs.290/- PMT, 2. Cleared other than in packaged 10% ad valorem for whichever is higher

II) For Clinker, Excise Duty has been increased from Rs.375/- per tonne to 10% ad valorem + Rs.200/- per tonne.

III) For Ready Mix Concrete, Excise Duty has been introduced at the rate of 5% with CENVAT facility or 1% without CENVAT facility.

IV) For Fly Ash, Excise Duty has been introduced at the rate of 1% without CENVAT facility.

V) For Coal, Pet Coke and Lignite, Excise Duty has been introduced at the rate of 5% with CENVAT facility or 1% without CENVAT facility.

CUSTOMS DUTY

For Pet Coke and Gypsum, Customs Duty has been reduced from 5% to 2.5%.

CENTRAL SALES TAX (CST)

For Iron and Steel items, Coal and Crude Oil, CST has been increased from 4% to 5%.

VALUE ADDED TAX (VAT)

i) In West Bengal, VAT has been increased from 12.5% to 13.5% with effect from 15-11-2010.

ii) In Orissa, VAT has been increased from 12.5% to 13.5% with effect from 1-4-2011.

iii) In Karnataka, the VAT which had been increased from 12.5% to 13.5% with effect from 1-4-2010 has further been increased to 14% with effect from 1-4-2011.

iv) In Jharkhand, VAT has been increased from 12.5% to 14% with effect from 7-5-2011.

Above taxes were levied, when cost of production itself has gone up. This will affect the profit margins.

NEW PROJECTS

At R R Nagar, the Company is installing a Roll Press for increasing the cement grinding capacity from the present level of 210 TPH to 260 TPH at a cost of Rs.60 crores. The project is expected to be commissioned in March 2012.

At Ariyalur, as informed in the Annual Report for the year 2009 - 2010, to further augment the production capacity the Company is in the process of establishing a second unit with a capacity of 2 MTPA. The project is slated to be commissioned in the month of August 2011. Consequently, the cement production capacity of the Company will go up from 10.49 MTPA to 12.49 MTPA.

At Salem Grinding Unit, the cement grinding capacity is proposed to be increased from the present level of 90 TPH to 230 TPH by installation of a Roll Press, at a cost of Rs.60 crores. The project is expected to be commissioned in December 2011.

POWER PLANTS

The Company continues to lay emphasis on captive source of energy, to cater to the electrical energy requirements of its production facilities.

- In the Annual Report for the year 2009 - 2010, it was informed about the Companys proposal to install a thermal power plant of 60 MW capacity, consisting of 3 x 20 MW at Ariyalur. Accordingly, 2 Nos. of 20 MW capacity thermal power plant have been commissioned in the months of November 2010 and February 2011. The balance 20 MW is expected to be commissioned in the month of December 2011.

- At R R Nagar, the Company is in the process of installing a thermal power plant of 25 MW capacity at a cost of Rs.110 crores. The project is expected to be commissioned in the month of August 2011.

- At Salem Grinding Unit, the Company is in the process of installing a Heavy Fuel Oil based power generator of 5 MW capacity, at a cost of Rs.23 crores. The project is expected to be commissioned in the month of June 2011.

PROSPECTS FOR 2011-2012

Though, demand for cement is expected to grow at 8% in the coming year, the Southern Region will continue to bear the impact of the surplus capacity. With the capacity growth outstripping demand in the Southern Region, the prices would continue to be under pressure. The Cement industry would continue to experience lower capacity utilisation levels. The inflation would also affect the costs of various inputs of production and distribution, thereby affecting the realisation.

The expected increase in per capita consumption of cement to reach the global average and the infrastructure push being given by the Government would indicate the growth potential for the cement industry in medium and long term. The Companys enhanced capacity would enable it to participate in the growth and to increase its market share.

The Company continues its endeavour for the sale of Blended Cement, which would help in improving its capacity utilisation and achieving economies in production. By concentrating on operational efficiencies and cost reduction measures in all areas of production and distribution, the Company will strive to protect and improve its profitability.

CONSERVATION OF ENERGY, ETC.

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

INDUSTRIAL RELATIONS & PERSONNEL

The Company has 2593 employees as on 31-3-2011. Industrial relations in all the Units continue to be cordial and healthy. Employees at all levels are extending their full support and are actively participating in the various programmes for energy conservation and cost reduction. There is a special thrust on Human Resources Development with a view to promoting creative and Group effort.

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

AWARDS

The Companys Units secured many Awards during the year in Mines Safety, Mines Environment & Mineral Conservation and Quality Circles.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri.R.S.Agarwal retires by rotation and is eligible for re-election.

PUBLIC DEPOSITS

The total deposits from the public outstanding with the Company as on 31st March 2011 were Rs.3.07 crores including the deposits renewed in accordance with Section 58A of the Companies Act, 1956. This also includes 31 deposits aggregating to Rs.5.89 lacs which had fallen due on or before 31-3-2011 but not claimed by the depositors. Reminders have been sent to these depositors for disposal instructions. On the date of this report, Rs.1.35 lacs thereof have been claimed and refunded/renewed in respect of 5 depositors.

SHARES

The Companys shares are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

AUDITORS

M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants and M/s.CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 53rd Annual General Meeting and are eligible for reappointment.

COST AUDITOR

The Government has approved the Companys proposal to appoint M/s.Geeyes & Co., Cost Accountants, Chennai for audit of Companys cost accounts relating to the cement manufacturing activities for the year ended 31-3-2011 on a remuneration of Rs.1,00,000/- exclusive of out-of-pocket expenses. As per Central Governments direction, cost audit will be done every year.

The Government of India has made Cost Audit compulsory for the Companies activities relating to generation of electricity as well from the year 2011 - 2012.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance followed by the Company together with a Certificate from the Statutory Auditors confirming compliance is set out in Annexure II to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that -

- In the preparation of the annual accounts for the year ended 31st March 2011, the applicable accounting standards had been followed;

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors, For MADRAS CEMENTS LTD.,

P.R.RAMASUBRAHMANEYA RAJHA Chairman & Managing Director

Chennai 25-5-2011

Mar 31, 2010

The Directors have pleasure in presenting their 52nd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

Year ended Year ended 31-3-2010 31-3-2009 (Rs. in lacs) (Rs. in lacs)

Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT) 87729 79350

Less: Interest 15088 11001

Profit before Depreciation and Tax (PBDT) 72641 68349

Less: Depreciation 19608 13772

53033 54577

Add: Extraordinary items 11 (-)35

Net Profit before Tax 53044 54542

Less: Provision for Tax

Current Tax 8155 5320

Deferred Tax 9521 12729

Fringe Benefit Tax -- 141

Net Profit After Tax 35368 36352

Add: Balance Profit from last year 2974 2178

38342 38530

Add: Debenture Redemption Reserve written back -- 1020

Proposed dividend written back -- 1

Surplus for Appropriation 38342 39551

Appropriations:

1. Transfer to General Reserve 27500 31000

2. Interim Dividend 3575 2383

3. Final Dividend 1191 2383

4. Tax on Dividends 806 811 Balance carried over to Balance Sheet 5270 2974

TOTAL 38342 39551

SHARE CAPITAL

The paid up capital of the Company is Rs.23,79,69,380/- consisting of 23,79,69,380 shares of Rs.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a final dividend of Rs.0.50 per share (PY:Rs.1.00 per share) on the equity capital of the Company. Together with the Interim dividend of Rs.1.50 per share (PY:Rs.1.00 per share) paid during the year, the total dividend for the year is Rs.2.00 per share as against Rs.2.00 per share for the previous year. The total dividend for the year amounts to Rs.47.66 crores as against Rs.47.66 crores for the previous year.

TAXATION

An amount of Rs.81.55 Crores towards Current Tax (MAT), Rs.95.21 Crores towards Deferred Tax and Rs.8.06 Crores towards Dividend Tax has been provided for the year under review. The Company is entitled for MAT credit of Rs.8.42 crores, which would be carried forward and adjusted against the tax liability in the subsequent years..

DIRECTORS

At the Board Meeting held on 5th August 2009, Shri.M.B.N.Rao has been co-opted as an Additional Director and will hold office till the date of the forthcoming AGM. A Notice has been received from a Member signifying his intention to propose the appointment of Shri.M.B.N.Rao as Director of the Company at the AGM.

The Government of Tamil Nadu appointed Shri.G.Sundaramurthi, I.A.S., Industries Commissioner and Director of Industries and Commerce, as their Nominee Director on the CompanyÃs Board with effect from 21.12.2009 in the place of Shri.G.Santhanam, I.A.S.

The Directors place on record the valuable guidance and services rendered by Shri.G.Santhanam, I.A.S., during the tenure of his office as Nominee Director on the CompanyÃs Board.

In accordance with the provisions of the Companies Act, 1956 and the CompanyÃs Articles of Association, Dr.A.Ramakrishna retires by rotation and is eligible for re-election.

PUBLIC DEPOSITS

The total deposits from the public outstanding with the Company as on 31st March 2010 were Rs.3.22 Crores including the deposits renewed in accordance with Section 58A of the Companies Act, 1956. This also includes 49 deposits aggregating to Rs.18.82 lacs which had fallen due on or before 31.3.2010 but not claimed by the depositors. Reminders have been sent to these depositors for disposal instructions. On the date of this report, Rs.2.67 lacs thereof have been claimed and refunded/renewed in respect of 15 depositors.

SHARES

The CompanyÃs shares are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

AUDITORS

M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants and M/s.CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 52nd Annual General Meeting and are eligible for reappointment.

COST AUDITOR

The Government has approved the CompanyÃs proposal to appoint M/s.Geeyes & Co., Cost Accountants, Chennai for audit of CompanyÃs cost accounts for the year ended 31.3.2010 on a remuneration of Rs.90,000/- exclusive of out-of-pocket expenses. As per Central GovernmentÃs direction, cost audit will be done every year.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance followed by the Company together with a Certificate from the Statutory Auditors confirming compliance is set out in Annexure II to this Report.

DIRECTORSÃ RESPONSIBILITY STATEMENT

The Directors confirm that Ã

* In the preparation of the annual accounts for the year ended 31st March 2010, the applicable accounting standards had been followed;

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors, for MADRAS CEMENTS LTD.,

Chennai P.R.RAMASUBRAHMANEYA RAJHA

24-5-2010 Chairman & Managing Director

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