Your Directors have pleasure in presenting their Seventyeighth Annual Report together with audited accounts for the year ended 31^st March 2024.

' in Crore

DIVIDEND & RESERVES

In view of the loss for the year ended 31^st March, 2024, the Board of Directors has not declared any dividend for the year.

The Company has not transferred any amount to the reserves for the year ended 31^st March, 2024.

SHARE CAPITAL

The paid-up equity share capital of the Company was ' 309.90 crores as on 31^st March, 2024 comprising of 30,98,97,201 equity shares of ' 10/- each.

SHARE PURCHASE AGREEMENTS

The Promoters and Promoter Group of the Company have entered into Share Purchase Agreements (SPAs) with UltraTech Cement Limited (‘‘Acquirer”) on 28.07.2024, whereby they have agreed to sell 8,80,74,448 equity shares of ' 10/- each, constituting 28.42% of the paid-up equity share capital of the Company to the Acquirer at a price of ' 390/- per share. In terms of Regulations 3(1) and 4 read with Regulations 13(4), 14(3) and 15(2) and other applicable Regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, the Acquirer has on 02.08.2024 published a Detailed Public Statement to the public shareholders announcing the ‘Open Offer’ for acquisition of upto 8,05,73,273 fully paid equity shares of ' 10/- each, representing 26% of the paid-up equity share capital of the Company at a price of ' 390/- per share. The aforesaid acquisition of equity shares under SPAs and the ‘Open Offer’ is subject to the receipt of requisite approvals, including from the Competition Commission of India (CCI). Besides the above, the Acquirer is presently holding 7,05,64,656 equity shares of ' 10/- each, constituting 22.77% of the paid-up equity share capital of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015), a Management Discussion and Analysis Report is given in Annexure ‘B’.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance and Auditors’ Certificate confirming its compliance are included as part of the Annual Report and are given in Annexure ‘C’ and Annexure ‘D’ respectively. Further, a declaration on Code of Conduct signed by the Vice Chairman & Managing Director in his capacity as Chief Executive Officer of the Company is given in Annexure ‘E’.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, a Business Responsibility and Sustainability Report is given in Annexure ‘F’.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Report on CSR activities of the Company during the year 2023-24 is given in Annexure ‘G’.

LICENCES & RECOGNITIONS

The Company’s Sankari Works was awarded health and safety excellence and efficient unit in AFR excellence at the 3^rd Edition of Quality Control Federation of India (QCFI) National Sustainability Excellence Awards held at Hyderabad during the year.

The Yerraguntla Works of the Company won the State level (AP) first prize for environmental monitoring in the category of large mechanized mines in the competitions conducted as part of Mines Environment & Mineral Conservation Week celebrations.

The Chilamkur Works bagged QCFI Water Excellence Award for the year 2023-24 at the third edition of QCFI National Sustainability Awards for Cement and RMC.

The same way, the Company’s Dalavoi Works also received Best performance for Sustainable Mining, Productivity, Quality Management and Water Management Awards from QCFI.

As part of routine, during the year, the BIS issued certification for Integrated Management System upto 2026 to the Company’s Sankarnagar Works.

BIS also issued similar IMS certification and recommended for continuing QMS, EMS and OHSMS certificates for the Company’s Dalavoi Works.

The mines team at Vishnupuram, Sankari and Dalavoi Works won prize in different categories in the competitions held as part of the Mines Environment and Mineral Conservation week celebrations.

The Company’s Grinding Unit at Chennai also received BIS certificate of appreciation Award for commitment to quality.

The Company’s Banswara Works received a shield of appreciation under Factories Safety Award Scheme 2024 for playing a positive role in safety, health and welfare and for being a pioneer in compliance of Factories Act, 1948.

Besides the above, Chilamkur, Yerraguntla and Banswara Works of the Company have also received several safety Awards and environmental conservation Awards during safety week celebrations under mines category.

OPERATIONS

A complete analysis of the operations has been detailed out in the Management Discussion and Analysis section. It may be seen that the cement industry witnessed a mixed fortune during the year with a fluctuating trend in cement demand with sharp upward and downward movement in the growth of cement consumption. As per information from DIPP for the year ended 31^st March 2024, the overall growth rate in cement demand was around 9.1%, while it was substantially higher at more than 13% for the first half of the year which implies a lower growth in the second half of the fiscal. This fluctuating trend in cement demand had a telling impact on the selling price with a free fall in the 2^nd quarter of the fiscal with some marginal improvement in the 3^rd quarter but again slipped in the 4^th quarter impacting margins of the industry in general.

However, there was some respite in the cost of production with stable petroleum products prices and with further softening of imported coal and petcoke prices. The reduction in cost was not sufficient enough to improve the margins as the cement prices fell flat in the market. While Pan India players had reasonable increase in selling price elsewhere in the other regions, South had to be content with a lower trend in cement prices throughout the year. This was also compounded by the shrinkage in the level of activities in the 4^th quarter due to impending elections from the month of April 2024.

The stressed working capital conditions continued to haunt the Company’s performance which was compounded by the tough market conditions due to severe competition from the players in the market place to enhance their market share. Accordingly, the capacity utilization was lower for the Company as compared to peers as the competitive edge to compete in the market was limited on account of vintage of the plants of the Company with higher operating parameters. The Company took various steps to improve the liquidity position including sale of lands, etc. which improved the capacity utilization marginally in the 4^th quarter of the year.

The capacity utilization of the Company was at 61% for the year lower than 64% achieved in the previous year. Despite, the lower capacity utilization, the blended cement proportion was stepped upto 62% (56%) and the power consumption was brought down by close to 4 unit per ton of cement while heat consumption was maintained as that of previous year. The cost of fuel also went down paving way for more relief in the cost of production. The overall variable cost came down by 13% but the cement realization came down by 4%. With the improved operating performance, there was a turnaround with a positive EBIDTA of ' 163 crores for the year as compared to a negative EBIDTA of ' 140 crores in the previous year. The interest and other charges were at ' 240 crores (' 234 crores) while depreciation was at ' 220 crores (' 213 crores). There was an exceptional item representing profit on sale of land and ship (net) amounting to ' 42 crores during the year and after reckoning the tax adjustments and other comprehensive items, the comprehensive loss for the year was ' 200 crores as compared to a loss of ' 188 crores in the previous year.

With the positive projection of more than 7% GDP growth and with infra push given by the Central Government in the new budget, it is expected that the cement demand will improve in the medium term which will pave way for improving the capacity utilization of the Company.

During the year, the Company has engaged the services of Boston Consulting Group for suggesting short term measures for improving operations and cost reduction for three of its plants. They have also contributed for the increase in alternate fuel usage for which further investments are also being envisaged at the plants.

EXPANSION / MODERNISATION

With continuous losses in the last 5 or 6 quarters and with constricted working capital, the Company could not invest in any further modernisation at any of its plants. However, with recovery of advances and with sale of some of its non-core assets, the Sankar Nagar Cement Mill project which was delayed earlier was completed during third quarter of the year. Plans are also on for completing the balance work in the Waste Heat Recovery System at Chilamkur. The Company has also entered into an agreement for putting up a Solar Power plant of 25MW to meet the partial power needs of the Tamil Nadu Cement plants which is likely to be completed towards end of this fiscal.

SUBSIDIARIES & ASSOCIATES CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rules, the Audited Consolidated Financial Statement of the Company and of all the Subsidiary and Associate Companies is enclosed. A separate statement containing the salient features of the audited financial statement of all the Subsidiary and Associate Companies is also enclosed in Form AOC-1, (Annexure ‘H’) as prescribed under the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 made thereunder.

POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES

The Company has, as on date, 11 subsidiaries controlled through shareholdings in such Companies, none of which is material.

SUBSIDIARIES

COROMANDEL ELECTRIC COMPANY LIMITED

The plant was able to maintain the total generation (Net) for the year at 165 million KWH as against 185 million KWH in the previous financial year. The Company achieved a plant load factor of 72.11% as against 82.13% in the previous year. The Company had sold 43 million KWH of power to the cement plants of The India Cements Limited located in Tamil Nadu and the balance power of 122 million KWH was sold to other group captive consumers. The Company had earned a Gross Operating Income from operations of ' 120.89 crores and made a net profit of ' 4.56 crores for the year under review.

COROMANDEL TRAVELS LIMITED

During the year, the Company has not operated any charters and also not recommenced the charter operations.

PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS PTE LIMITED, SINGAPORE

The Company which is engaged in mining operations in Indonesia during the calendar year 2023, has mined through its Operating Company, Viz. PT Mitra Setia Tanah Bumbu, Indonesia a quantity of 5.43 lakh MTs of coal and sold 5.63 lakh MTs. There was no sale of coal to The India Cements Limited.

INDIA CEMENTS INFRASTRUCTURES LIMITED

As earlier mentioned, first phase of the Property development in Coimbatore has been completed. The Company has entered into a Joint Venture development of the Phase 2 which is progressing. Further, the Company has entered into an agreement for sale of land admeasuring 22.7225 acres at Naranammalpuram, near Tirunelveli, Tamil Nadu which is in the advanced stage.

ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED

During the year under review, Karnataka, the third major sugar producing State in the country, reported decline in sugarcane crushing, sugar production and sugar recovery rates due to poor and uneven distribution of rainfall on account of subdued monsoon.

While the Company was also impacted due to the above, as could be seen from the lower crushing and production volumes detailed below, higher sales realisations in sugar and the byproducts - Molasses and Power, helped the Company in posting a higher PBT of ' 555 lakhs during the year, as against ' 37 lakhs last year (including profit from sale of land).

The cane crushing volumes during the year were lower by 16% at 5.87 lakh MT. The recovery was also lower at 9.51% as against 9.58% in the previous year. This led to sugar production being lower by 17% at 5.58 lakh Quintals, while the Power exports were down by 6% at 332 lakh units.

This year the Company also had to incur higher cane costs, due to revision of the Fair and Remunerative Price (FRP) of cane for Sugar Season (SS) 2023-24, which was revised to ' 315 per Quintal, up from ' 305 per Quintal fixed for SS 2022-23 (linked to a base recovery of 10.25%).

Also, during the year, the Company’s revenues from the sale of power were impacted by the Government of Karnataka order dated 16/10/2023, under Section 11 of the Electricity Act, 2003, directing the sale of power by Private Generators to the State.

The Country’s sugar production for this SS is expected to be lower at 320 lakh MT compared to the earlier years. Due to the above, the Government has continued with its ban on sugar exports, imposed in October 2022 and also restricted the Ethanol production from sugarcane juice / B heavy Molasses to sugar equivalent of 17 lakh MT.

The effects of this year’s lower rainfall and lower water level in the reservoirs are expected to result in a decline in the cane area, cane crushing volumes and sugar recovery in FY 2024-25. Besides, the Government has again revised the FRP of cane for SS 2024-25 to ' 340 per Quintal, (with a base recovery of 10.25%).

The Company is continuing its various measures for regaining and improving the cane area. Also the company expects the sugar prices remaining steady on the backdrop of supply - demand parity and consideration by the Government of India, on the Industry plea for revision in the MSP (Minimum Selling Price, below which Mills cannot sell) of ' 31/- per Kg, fixed in February 2019.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on various fee-based activities such as Full-Fledged Money Changing [FFMC], Travel & Tours and Forex Advisory Services. The Company’s FFMC division continues to enjoy the status of Authorised Dealers, Category II. The wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is in Stock Broking. The main operation of the Company viz. money changing which showed remarkable growth in retail and business segments. Further, increase in card incentives and service charges income resulted in good performance. The consolidated gross income from operations of ICCL was ' 729.77 lakhs during the year under review as against ' 492.71 lakhs in the previous year and the consolidated Net profit after tax was ' 150.91 lakhs as against a Net Profit after tax of ' 72.02 lakhs in the previous year. Overall comprehensive income was ' 150.91 lakhs for the year as against ' 72.02 lakhs in the previous year.

The promoters of ICCL viz. ICL Financial Services Limited and ICL Securities Limited, the wholly owned subsidiaries of The India Cements Limited (ICL) divested their entire shareholding constituting 47.91% of the paid-up equity share capital in ICCL on 27.07.2024. The said divestment was made by them to another promoter entity of ICCL (inter-se transfer of shares among promoters). Consequently, ICCL ceased to be the Associate of ICL.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an Internal Financial Control Policy and Procedures commensurate with the size and nature of operations and financial reporting. The Company has defined standard operating procedures covering all functional areas like sales, marketing, materials, fixed assets etc.

The Company has engaged the services of Chartered Accountant firms for carrying out internal audit of all its plants as well as marketing offices. The internal auditors have been given the specific responsibility to verify and report on compliance of standard operating procedures. The auditors have reported that there are adequate financial controls in place and are being followed by the Company. This has been further explained in the Management Discussion and Analysis Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and mitigation thereof.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The Policy has been uploaded on the Company’s website at https://www.indiacements.co.in/uploads/investor/pdf/24234POLICNIGIECHANIAME.pdf.

The Company has always been encouraging its employees to give constructive criticism and suggestions, which will better the overall prospects of the Company and its various stakeholders. The Company will continue to adopt this as a corner stone of its Personnel Policy.

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

The Company has in place an anti-sexual harassment policy in line with the requirements of the captioned Act and Rules made thereunder. There was no complaint of harassment, reported during the year.

POLICY ON DEALING WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than those disclosed in Note No.41.13 of the standalone financial statements for the financial year 2023-24.

TRANSACTIONS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties for the financial year ended 31^st March, 2024 are provided in Note No.41.13 of the standalone financial statements of the Company. There are no material related party transactions and all related party transactions entered during the year under review are in the ordinary course of business and on an arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Accordingly, the disclosure in Form No. AOC 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 is not applicable.

LOANS / GUARANTEES / INVESTMENTS ETC UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, investments and guarantees covered under Section 186 of the Companies Act, 2013, are given in Notes to the standalone financial statements for the financial year 2023-24.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There has been no Order passed by any Regulatory authority or Court or Tribunal impacting the going concern status and future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 1^st April, 2024 and the date of this Report other than those disclosed in the financial statements and in para “Share Purchase Agreements” of this Report.

OTHER DISCLOSURES

During the year 2023-24, the Company has neither made any application nor have any proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or financial institutions.

ANNUAL RETURN

The extract of the Annual Return of the Company for the financial year ended 31^st March, 2024 is made available on the Company’s website at www.indiacements.co.in.

PUBLIC DEPOSITS

Your Company has not been accepting deposits from public and shareholders since 16^th September 2013 and there were no unclaimed deposit(s) due to be repaid or transferred to Investor Education and Protection Fund (IEPF) as on 31^st March, 2024.

CONSERVATION OF ENERGY, ETC.

Necessary particulars regarding conservation of energy etc., as per provisions of Section 134 of the Companies Act, 2013 are set out in Annexure A.

RESEARCH & DEVELOPMENT

During the year, your Company spent ' 43.97 lakhs towards revenue expenditure on the R&D department.

DIRECTORS

Under Article 98 of the Articles of Association of the Company and in terms of Section 152(6) of the Companies Act, 2013, Sri.V.Ranganathan and Sri.Y.Viswanatha Gowd, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment. Sri.V.Ranganathan, in view of his official commitments and other engagements, has opted not to seek reappointment at the ensuing Annual General Meeting and accordingly, his term of office would conclude as on the date of the 78^th Annual General Meeting of the Company.

The Board of Directors at its meeting held on 28.07.2024 recorded the withdrawal of Nomination of Sri.S.Christopher Jebakumar from the Company’s Board by IDBI Bank Limited with effect from 10.07.2024.

The Board recorded its appreciation of the valuable contributions made by Sri.V.Ranganathan and Sri.S.Christopher Jebakumar during their tenure of office as Directors of the Company.

The Board of Directors at its meeting held on 01.11.2023, based on the recommendations of the Nomination and Remuneration Committee, appointed Sri.V.M.Mohan as a Non-Executive Non-Independent Director liable to retire by rotation and Sri.Krishna Srivastava as an Independent Director of the Company for a term of three consecutive years with effect from 01.11.2023 and the shareholders have passed requisite resolutions approving their appointment through Postal Ballot on 22.12.2023.

Sri.K.Skandan and Sri.Sanjay Shantilal Patel were appointed as Independent Directors of the Company for a term of three consecutive years with effect from 27.01.2021 and 03.04.2021 respectively and their first term of office as Independent Directors of the Company concluded on 26.01.2024 and 02.04.2024. The Board of Directors at its meeting held on 01.11.2023, based on the recommendations of the Nomination and Remuneration Committee, reappointed both Sri.K.Skandan and Sri.Sanjay Shantilal Patel as Independent Directors of the Company to hold office for a second and final term of three consecutive years from 27.01.2024 and 03.04.2024 respectively and the shareholders have passed the special resolutions approving their reappointment through Postal Ballot on 22.12.2023.

The shareholders at the 76^th Annual General Meeting of the Company held on 28^th September, 2022, passed ordinary resolution approving the reappointment of Smt.Chitra Srinivasan as a Non-Executive Non-Independent Director liable to retire by rotation and that she would retire by rotation at the 78^th Annual General Meeting of the Company. Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of 75 years unless a special resolution is passed to that effect.

Smt.Chitra Srinivasan attained the age of 75 years on 31^st July, 2024 and her continuance as Director requires prior approval of the shareholders by special resolution in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors at its meeting held on 20.05.2024, based on the recommendations of the Nomination and Remuneration Committee, reappointed her as a Director liable to retire by rotation with effect from 01.08.2024 and the shareholders have passed the requisite special resolutions approving her reappointment as a Director liable to retire by rotation through Postal Ballot on 09.07.2024.

Brief particulars of a Director eligible for reappointment are annexed to the Notice convening the 78^th Annual General Meeting of the Company.

Sri.N.Srinivasan, Vice Chairman & Managing Director and Smt.Rupa Gurunath, Wholetime Director of the Company are related to Smt.Chitra Srinivasan and are also related to each other. No other director is related to them or each other.

The details of shares and convertible instruments held by Non-Executive Directors are given in Annexure ‘C’.

INDEPENDENT DIRECTORS

A declaration from all the independent directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, has been received by the Company. The details of familiarization programme for independent directors are available in the Company’s website at https://www.indiacements.co.in/uploads/investor/pdf/78542964FAMILIARISATIROGMMEORID.pdf

In the opinion of the Board, all the independent directors are persons of high integrity and repute and possess the requisite proficiency, expertise and experience and fulfil the conditions specified in the Act and Rules made thereunder and are independent of the management.

FAMILIARIZATION PROCESS

Senior management personnel of the Company, on a structured basis, interact with directors from time to time to enable them to understand the Company’s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology and risk management and such other areas. The directors also are facilitated to visit Company’s plants to familiarize themselves with factory operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013.

“We confirm

1. That in the preparation of the accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That such Accounting Policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the loss of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31^st March, 2024, have been prepared on a going concern basis.

5. That internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

6. That proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.”

REMUNERATION

The disclosures and other details as prescribed under Section 197(12) of the Companies Act, 2013 (“Act”) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure ‘I’. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this Report. However, in terms of first proviso to Section 136(1) of the Act, 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 who is interested in obtaining these particulars may write to the Company Secretary of the Company.

BOARD MEETINGS

During the year, five Board Meetings were held. The details of the meetings of the Board and its Committees are disclosed in the Corporate Governance Report Annexure ‘C’.

AUDIT COMMITTEE

The Audit Committee of the Board acts in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 and other applicable Regulations of SEBI (LODR) Regulations, 2015, as amended, from time to time. The Composition, the role, terms of reference and the details of the meetings of the Audit Committee are disclosed in the Corporate Governance Report (Annexure ‘C’). There has been no instance, where the Board had not accepted any recommendation of the Audit Committee.

EVALUATION OF BOARD / BOARD COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and other employees and their remuneration for implementation. The said policy is available on the Company’s website at

https://www.indiacements.co.in/uploads/investor/pdf/15597328411NOMINATIONDEMUNERATIOOLICAsAmended.pdf

Broadly, the performance of the employee concerned and the performance of the Company are the fundamental parameters determining the remuneration payable to an employee. More specifically, there will be reciprocity in the matter of remunerating executive directors, KMPs and other employees.

At the middle and lower levels of management, the yardsticks of assessment are different. The ability to speedily execute policy decisions, sincerity and devotion and discipline are the main attributes expected.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company for the purpose of Companies Act, 2013 are Sri.N.Srinivasan, Vice Chairman & Managing Director (Chief Executive Officer), Smt. Rupa Gurunath, Wholetime Director, Sri.R.Srinivasan, Executive President (Finance & Accounts) (Chief Financial Officer) and Sri.S.Sridharan, Company Secretary.

PERSONNEL

Industrial relations continued to remain cordial during the year.

AUDITORS

The Shareholders of the Company at the 76^th Annual General Meeting (AGM) held on 28^th September, 2022, appointed Messrs Brahmayya & Co., and reappointed Messrs S.Viswanathan, LLP, Chennai, as Statutory Auditors of the Company, to hold office for a period of 5 years from the conclusion of the 76^th AGM until conclusion of 81^st AGM of the Company. The Company has obtained necessary certificate from the Statutory Auditors confirming their eligibility to continue as Statutory Auditors of the Company for the financial year 2024-25.

The Auditors’ Report does not contain any qualification or disclaimer.

INTERNAL AUDITORS

Messrs. Capri Assurance and Advisory Services, Gopalaiyer & Subramanian, Kalyanasundaram & Associates, Bala & Co., Sudarasanam & Associates, P.S.Subramania Iyer & Co. and Chaturvedi SK & Fellows, have been appointed as Internal Auditors for the year 2024-25.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the cost accounts and records for the year ended 31^st March, 2024.

Sri.K.Suryanarayanan, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2024-25 at a remuneration of ' 7.5 lakhs. The remuneration is subject to ratification of members and hence is included in the Notice convening the 78^th Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Smt.P.R.Sudha, Practising Company Secretary, has been appointed as Secretarial Auditor of the Company for the year 2024-25. Secretarial Auditor’s Report in Form MR-3, as prescribed under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2024, is enclosed as Annexure ‘J’. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board

N. SRINIVASAN RUPA GURUNATH S. BALASUBRAMANIAN ADITYAN

Vice Chairman & Managing Director Wholetime Director Director

(DIN: 00116726) (DIN: 01711965) (DIN: 00036898)

Place : Chennai Date : 9^th August, 2024