<dhhead>Board’s Report and Management
Discussion and Analysis</dhhead>

Dear Members,

The Directors take pleasure in presenting their 46^th Report and Audited Financial Statements of the Company
for the financial year 2024-25. The "Management Discussion and Analysis" part has also been incorporated
into this report.

1. FINANCIAL PERFORMANCE

A brief of financial performance for the year gone by and its comparison with previous year is given
below: -

(Rs in Crore)

Key Highlights of the Year (Standalone
Performance):

Cost Management: The Company places
utmost priority on cost reduction and efficiency
enhancement across all facets of its operations.
Through a disciplined and continuous focus on
optimizing key cost drivers—raw material expenses,
energy consumption, logistics, and fuel costs—the
Company has successfully implemented industry-
leading cost management practices. As a result of
these sustained efforts, the Company is recognized
as one of the lowest-cost cement producers in the
industry.

(a) Raw material cost: During the year, the
Company intensified its strategic initiatives to
optimize raw material costs through pro-active
procurement strategy and well diversified
sourcing. As a result of the same, cost of raw
material consumed optimized by 9% from

' 1,833 crore to ' 1,667 crore.

(b) Power & Fuel: In FY 2024-25, the Company
continued to benefit from softening
international coal and petcoke prices

which helped control its power & fuel cost
meaningfully. Coupled with company’s
focus on increasing share of green energy
consumption and energy management
practices, the Company significantly optimized
its power and fuel expenses, which stood at
' 4,473 crore in FY 2024-25 compared to ' 5,574
crore in FY 2023-24.

(c) Logistics Cost: The Company continued to
demonstrate tight control over logistics costs
in FY 2024-25. Through strategic market
planning, IT-led analytics and digital route
optimization tools, it rationalized the average
lead distance and managed to contain its
logistics costs at ' 4,155 crore in FY 2024-25 vis-
a-vis ' 4,032 crore in FY 2023-24.

Sales Volumes and Revenue: During the year,
the Company continued its strategy of prioritizing
premium, high value products coupled with sharp
focus on brand enhancement, strengthening the
dealer network and optimizing the geo-mix.

• The Company recorded a 1.5% increase in

total volume (cement and clinker), rising from

35.54 million tonnes in FY 2023-24 to 36.06
million tonnes in FY 2024-25. Volume growth
was moderated by reduced government
expenditure due to General Elections and a
prolonged monsoon in the first half of the year.
The Company maintained a disciplined pricing
strategy and emphasized the high-margin
trade segment.

• The net revenue from operations in FY 2024-25
stood at ' 18,037 crore against ' 19,477 crore in
FY 2023-24.

Operating Profit: During year 2024-25, the
Company posted EBITDA of ' 4,414 crore
compared to ' 4,925 crore in year 2023-24.

Key Financial Ratios

Key financial ratios showing the financial performance of the Company are as under:

Performance of key subsidiaries of the Company and Ready-Mix Concrete (RMC) Business for Financial Year
2024-25 is as under:-

Shree Cement East Pvt. Ltd.

Revenue from operations of the Company for the
year 2024-25 more than doubled to ' 278.35 crore
from ' 132.07 crore. Operating loss of the company
came down from ' 27.67 crore to ' 14.70 crore.
Company has recently commissioned Clinker
Grinding unit at Etah, Uttar Pradesh. With this total
cement production capacity of the company has
increased to 6.0 MTPA.

Union Cement Company (PrJSC)

During the year 2024-25, Revenue from Operations
increased from 594.61 Million AED to 624.80 Million
AED. Operating Profit of the Company also
increased from 86.15 Million AED to 87.69 Million
AED. Company increased its focus on enhancing

cement sale volumes rather than selling clinker
which is an intermediary product. As a result,
the cement sales volume almost doubled to
2.81 million tonnes from 1.49 million tonnes
reported in FY 2023-24 while clinker sale volume
were down 56% from 2.40 million tonnes to 1.05
million tonnes. During the year 2024-25, Oil Well
Cement sales were the highest ever. Company is
augmenting production by 0.6 million tonnes by
debottlenecking existing mills & commencing work
on reactivating mothballed mills.

Ready Mix Concrete Business

Last year Company had ventured into Ready Mix
Concrete business. Since then Company has been
steadily expanding its footprint in Ready-Mix
Concrete segment.

Currently Company has 9 operational commercial
Ready Mix Concrete (RMC) plants. Additionally, 6
RMC plants are running at Company's Cement
manufacturing units to meet captive RMC
requirement. These 15 RMC plants achieved a
volume of 5.39 lakh cubic meters in FY 2024-25.
During the year, Company has developed 13 special
concrete products that includes Self-Compacting
concrete (Bangur SetSmart), Temperature-
Controlled concrete (Bangur CoolSmart),

Decorative concrete like Stamped Concrete
(Bangur DesignSmart), Fibre reinforced concrete
(Bangur SteelGuard, Bangur HydroSmart), High
performance concrete (Rockstrong), and various
other types of concrete.

Company is further expanding its capacity with
an aim to reach 50 RMC plants by end of FY 2025-
26. 10 RMC plants are already under construction
in different cities. Additionally, 7 plants are under
statutory approvals and for 7 others, land is in
process of finalization.

2. DIVIDEND AND RESERVES

The Board of Directors, during FY 2024-25,
declared an Interim Dividend of ' 50/- per
share and has recommended a Final Dividend
of ' 60/- per share for financial year 2024-25.

The total dividend for FY 2024-25 aggregates to
' 110 per equity share. During the year 2023-24,
the Company had paid aggregate dividend of
' 105/- per share.

The Board of Directors do not propose to
transfer any amount to the Reserves for the
year 2024-25.

The Board of Directors of the Company in line
with provisions of Regulation 43A of Securities
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (as amended) had approved Dividend
Distribution Policy on 12^th August 2016. The
policy is available on Company’s website
and can be accessed at the link https://www.
shreecement.com/uploads/cleanupload/
dividend-distribution-policy.pdf.

3. MANAGEMENT OUTLOOK OF MACRO
ECONOMY AND INDUSTRY

I. Indian Economy-Developments and
Outlook

The Indian economy, after having grown at
an average of 9% during previous 3 years,
is projected to register a moderate growth
of 6.5% during FY 2024-25 showing high
resilience amid global challenges. India’s

focus on domestic demand, infrastructure,
and strategic trade policies positions it
as a stable economic powerhouse. Key
highlights include:

Growth drivers: Private consumption grew
by 8%, contributing majorly to GDP, while
gross fixed capital formation rose by 6.1%.
Agriculture expanded by 4.6%, supported
by record Kharif production and favorable
monsoons, and services grew by 7.3%, led
by IT and financial services. Industry saw
a 5.6% growth, driven by construction and
utilities, though manufacturing slowed to
4% due to weaker global demand.

Inflation: Falling international crude oil
prices and other materials have helped
retail inflation moderate from 5.4% in FY24
to 4.6%, aligning with RBI aim of 4% target.
This has helped RBI cut key policy rates
thereby softening the overall interest rates.
Investments: Post-election (Jul-Nov 2024),
Union government capex grew 8.2%.
Infrastructure saw strong momentum—
national highway construction reached
5,614 km, exceeding the 5,150 km target,
with a record ' 3 lakh crore allocated to
the Roads Ministry. Gross FDI rose 15.2%
to $75.1 billion. Forex reserves peaked at
$700 billion in Sept 2024, ending the year
at $665 billion—enough to cover over 10
months of imports.

Challenges: Geopolitical risks (e.g., Russia-
Ukraine conflicts, trade war with high tariff
imposition and other trade barriers) pose
a key hurdle to India’s growth trajectory
necessitating resilient practices.

Outlook: FY26 GDP growth is projected
at 6.5%, supported by expected above-
normal monsoon, benign global
commodity prices, fiscal prudence,
infrastructure push, and reforms targeting
inclusive growth. India aims to leverage its
demographic dividend to achieve its Viksit
Bharat@2047 vision.

II. Cement Industry - Development and
Outlook

The Indian cement industry, a cornerstone
of the nation’s infrastructure and
construction sectors. Despite challenges
like sluggish demand and pricing
pressures, the industry maintained
a growth trajectory, supported by
government initiatives and strategic
expansions. The industry witnessed

significant developments in FY 2024-25,
driven by infrastructure investments,
consolidation, and a push for sustainability.
Below is a crisp overview of the key
developments:

Demand Growth and Drivers: The industry
saw impact of the general election 2024
during first quarter of the year, which
resulted in curtailed cement demand due
to lower government spending and labour
availability. Heavy rains during monsoon
period further impacted the demand.

As a result, the overall demand was soft
during first half. However, the increased
government spending and overall pick
up in economic activities in second half
helped build much needed momentum
in demand. Overall, Cement consumption
is estimated to have grown by ~ 5% YoY in
2024-25, reaching 465-470 million tonnes,
though this marked the slowest expansion
since the 2020 pandemic. Government
allocation of 3.4% of GDP for infrastructure
in FY 2024-25 budget bolstered demand.
The residential sector, accounting for ~55%
of cement consumption, was propelled
by urbanization and affordable housing
schemes like PMAY. The commercial
segment emerged as the fastest growing,

driven by urban retail and office space
expansion.

Capacity Expansions and consolidation:
The industry added significant capacity,
because of which, the installed capacity
estimated to be reaching ~ 665 million
tonnes per annum (MTPA) at the end of
FY24-25. Due to increased competition
and overcapacity, the utilization
rates slightly moderated from 72% in
previous year to ~71%. The year also
saw unprecedented consolidation with
industry players making lot of M&A deals,
the highest since 2014.

Outlook: The Indian cement industry
is poised for robust growth, driven by
infrastructure spending, urbanization,
and housing demand. While overcapacity
and low utilization rates pose short-
term challenges, strategic expansions,
consolidation, and sustainability efforts
position the sector for long-term success.
During FY26, the industry is expected
to achieve 6.5-7.5% demand growth
fueled by infrastructure projects, rural
recovery and real estate momentum. The
industry’s ability to balance growth with
sustainability and cost efficiency will be
critical to cementing its role in building a
new India.

4. NEWLEXPANSION PROJECTS

Progress of the Company’s ongoing capacity expansion plan is as under:-

Location of unit Type of Unit Capacity (MTPA) Status of completion

Clinker Cement

Guntur, Andhra Pradesh Integrated Cement 1.5 3.0 Commissioned on

Unit 2^nd April, 2024

Etah, Uttar Pradesh* Clinker Grinding Unit - 3.0 Commissioned on

1^st April, 2025

Baloda Bazar, Raipur, Clinker Grinding Unit - 3.4 Commissioned on

Chhattisgarh 20^th April, 2025

Jaitaran, Rajasthan Integrated Cement 3.65 3.0** Expected by First Half

Unit FY 2026

Kodla, Karnataka Integrated Cement 3.65 3.0 Expected by First Half

Unit FY 2026

During the year, the Company also undertook
capacity up-gradation work of clinker unit
in Nawalgarh, Rajasthan and enhanced its
capacity from 3.80 MTPA to 4.50 MTPA in
March 2025.

5. RISK MANAGEMENT

Recognizing the fact that every business is
subject to risks that needs timely intervention

and management, the Company’s risk
management process is designed to identify
and mitigate risks that have the potential to
materially impact its business objectives. It also
maintains a balance between managing risks
and making the most of the opportunities.

The Board is responsible for overseeing the
overall risk management framework of the

Company. The Risk Management Committee
of the Board keeps an eye on execution of the
risk management plan of the Company and
advises the management on strengthening
mitigating measures wherever required.

The actual identification, assessment and
mitigation of risks is, however, done by

respective management teams of the
Company in line with Risk Management Policy.
The risks are prioritized according to their
significance and likelihood of occurrence. Risks
having high likelihood and high significance
are classified as ‘key risk’.

The key risks identified by the Company and their mitigation measures are as under:

6. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The internal control system includes the
policies, processes, tasks, behaviors and
other aspects of the Company, which when
combined, facilitate effective and efficient
operation, quality of internal and external
reporting, compliance with applicable laws
and regulations.

The Company has put in place adequate
internal control systems commensurate
with its size of operations. Company’s
internal control systems include policies and
procedures, IT systems, delegation of authority,
segregation of duties, internal audit and review
framework, etc. The Company has laid down
internal financial controls and systems with
regard to adherence to Company’s policies,
safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and
completeness of the accounting records
and timely preparation of reliable financial
information. The framework complies with
the requirements of the Companies Act, 2013
and best industry practices. The Company
periodically assesses design as well as
operational effectiveness of its internal controls
across multiple functions and locations
through extensive internal audit exercises.

For carrying out internal audit, Company has
an experienced in-house team manned by
professionals who collectively possess the
necessary skills, technical knowledge and
understanding of the Company, industries
and markets in which it operates. Further,
to improve and strengthen processes, the
Company has appointed professional external
firm for conducting internal audit/review of
all the operational locations of the Company.
Such external firm brings in their domain
expertise for optimization and improvement of
various business processes which can then be
replicated throughout the organization.
Considering the growth and geographical
expansion of the business of the Company
over the years, recently, Company has
undertaken a thorough review exercise of its
SOPs and control systems operating across its
business to check their effectiveness and take
corrective and remedial measures for further
strengthening.

Based on the assessment and observations
of internal audit, process owners undertake
corrective action in their respective areas

of operations, and thereby strengthen the
processes and controls. Significant audit
observations and corrective actions thereon
are presented to the Audit Committee of
the Board on a periodical basis. The Audit
Committee evaluates the adequacy and
effectiveness of internal financial control
systems periodically.

7. HUMAN RESOURCES ? INDUSTRIAL
RELATIONS

Taking forward our "We Lead" journey and in
alignment with the "Build Smart" philosophy,
Company continues to strengthen its
organizational capabilities and employee
engagement initiatives, laying the foundation
for a future-ready, resilient, and transformative
growth environment. We believe our people
are the cornerstone of our success. As
the organization evolves, our HR strategy
remains sharply focused on nurturing a
skilled, engaged, and inclusive workforce.

We are consistently enhancing our talent
ecosystem and fostering a high-performance
organizational culture. Throughout the year,
our efforts were directed towards building an
agile, empowered workforce prepared to meet
dynamic business demands.

Our commitment to talent development
is deeply embedded in our holistic talent
management framework. During the year,
we placed a strong emphasis on capability
building through targeted leadership
development programs—particularly for our
senior sales leadership—aimed at enhancing
competencies across all levels. We also
launched various motivational initiatives,
including the "Step Up" series for field
executives, to encourage professional growth
and boost morale.

To infuse fresh perspectives and support
our vision of an agile and future-ready
organization, we focused on attracting young
talent through a structured "Cadre Building
Strategy". We aim to infuse young talent
directly from Campus who can be nurtured
through tailored training and development
programs, ensuring they are aligned with our
business objectives and prepared to contribute
meaningfully from the outset. This initiative
has successfully attracted high-potential
individuals eager to be part of Shree Cement’s
growth story.

We continued to champion internal mobility
and career advancement through our
"Internal Job Posting (IJP)" initiative, which
gained significant traction over the past few
months since its inception earlier this year.

This program is empowering our internal
talent by providing opportunities to grow
across functions, thereby fostering a culture of
continuous learning and advancement. With
the programs like cadre building and IJP we
continue provide the opportunity to build the
talent within the organization & minimizing
lateral talent infusion limiting to need & new
skill infusion.

Our performance management system has
also seen robust evolution. We have built a
digitally integrated, transparent framework
that ensures fairness, consistency, and
meritocracy. Emphasizing on regular
performance and development dialogues
between managers and team members, we
are driving a feedback-rich culture where
employees can discuss their careers and
development needs thus supporting individual
growth, improves team alignment, and
enhances overall organizational effectiveness.
For yet another year, we are proud to be
recognized as a Great Place to Work, a
reflection of our employees’ trust and our
commitment to fostering a respectful,
empowering, and inspiring workplace. This
certification validates the strength and success
of our HR practices.

We remain steadfast in our commitment to
gender diversity and equal opportunity. Our
inclusive policies and initiatives are designed to
foster a workplace where everyone feels valued
and respected. Aligned with our objective of
enhancing female participation, we made
significant progress this year—recruiting
approximately 25% women through campus
placements, taking a meaningful step forward
in creating a balanced and diverse workforce.
As we move ahead, we remain committed
to cultivating a vibrant & agile organization,
people-centric culture—one that thrives on
leadership, inclusivity, and performance—to
drive sustainable growth and excellence across
every facet of our business. We care for our
employees and remain focused on providing
the "Shree Way" where each one of the
employees gets opportunity to excel based on
the capability, competence, and performance
with a strong focus on ethical behavior,

innovation, quality & cost consciousness with
simplicity across the operations making it a
way of life.

Industrial Relations: Company employees are
at the core of its business. Accordingly, we have
always strived to build healthy relationship
with them and resolve issues through dialogue
and discussions. The employee relations
therefore remained cordial during the year.
Total number of employees as on 31^st March,
2025 were 7,022.

8. OCCUPATIONAL HEALTH AND SAFETY

Following a ‘Safety First’ approach, the
Company places the highest priority on health
and safety. To embed this focus across the
organization, it has developed a strong safety
management system aligned with the globally
recognized ISO 45001 standard.

Safety Committees have been established
at all manufacturing units, ensuring equal
representation from both management
and non-management employees. These
committees play a key role in maintaining
the ‘Safety First’ principle by continuously
assessing safety concerns and implementing
effective initiatives and programs. To enhance
safety awareness among workers and
encourage best practices, the Committees
conduct regular online and offline training
sessions, mentoring, and coaching,
supported by internal and external safety
experts. These efforts have led to a sustained
improvement in workers’ safety performance.
Additionally, discussions within plant-level
safety committees enable workers to share
feedback, helping to identify hazards and
reduce their recurrence. The Company
has also implemented a structured hazard
identification and risk assessment process to
proactively recognize risks that could affect
operations or lead to liabilities.

To ensure high-quality healthcare services
for employees and contractual workers, the
Company has set up Occupational Health
Centers (OHCs) at all plant locations, along
with easily accessible healthcare facilities in
every township. These centers are staffed by
qualified doctors and equipped with essential
facilities to manage routine healthcare needs.
Additionally, the Company conducts annual
health check-ups for employees and contract
workers. Regular health awareness programs
are organized, featuring expert-led discussions

on various topics, including lifestyle diseases.
Furthermore, healthcare support is extended
to nearby villages, based on the requirement.
All safety initiatives and employee
engagement programs are designed for
continuous monitoring and improvement.
Through an established internal audit
protocol, the Company evaluates overall safety
performance, reviews existing procedures,
and assesses fire and safety control measures.
The relevant departments within stipulated
timelines promptly address any findings and
recommendations. Furthermore, the monthly
safety performance of all units is systematically
reviewed and discussed with safety
professionals to facilitate the implementation
of standardized safety systems and practices.

9. SUSTAINABILITY

The Company has embedded sustainability as
a fundamental aspect of its business model,
emphasizing environmental conservation,
the preservation of natural resources, and
improved resource efficiency. Sustainability
remains at the core of its strategy, reflected in
several key initiatives:

a) Increasing use of power from green
sources: The Company has retained its
leadership in utilizing green electricity,
incorporating Waste Heat Recovery,

Wind, and Solar into its total energy
consumption. In FY 2024-25, it significantly
expanded its green power capacity to 581.9
MW, up from 480.3 MW in FY 2023-24
and increased the share of green energy
in total consumption to 56.09% from
55.89% the previous year. Furthermore, the
Company has identified new renewable
energy projects at various locations,
currently undergoing installation or
pre-project implementation, to further
strengthen its green energy share for
captive usage. It also continues to achieve
industry-leading operational efficiency in
waste heat recovery systems.

b) Energy conservation: Energy
conservation remains a key priority
for the Company, fueling a range of
innovations and initiatives, from shop-
floor experiments to substantial capital
investments. These efforts have delivered
multiple benefits, including reduced
carbon emissions and optimized
production costs. Comprehensive details
on energy conservation initiatives are
provided in annual report. Details on

energy conservation initiatives are
enclosed at Annexure - 2 and forms
part of this report. The Company has
consistently exceeded its PAT Cycle
targets and has been recognized as the
‘Best Performer’ for securing the highest
number of energy-saving certificates in
both PAT Cycle I and PAT Cycle II by the
Bureau of Energy Efficiency.

c) Alternative Fuels: The Company has
invested significantly in expanding the
use of alternative fuels in its operations.
These fuels include hazardous waste
from various industries, Municipal Solid
Waste (MSW) converted into Refuse
Derived Fuel (RDF), and biomass waste
such as crop residue, all of which help
reduce dependence on fossil fuels. Use
of biomass as fuel within the cement
operations remained a priority and the
Company replaced over 328.21 billion kCal
of heat from fossil fuels with agro waste
(crop residue) in FY 2024-25. In addition,
the Company achieved a Thermal
Substitution Rate (TSR) of 2.41% within its
kilns during FY 2024-25. During the year,
the company established a waste pre-
processing system at one of its units to
enhance its alternative fuel consumption
and achieved a significant increase in
the TSR at the unit. Given its success, the
company is in process to establish such
systems for waste pre-processing at other
manufacturing units.

d) Alternative Raw Material: The

Company is actively utilizing synthetic
gypsum produced in-house to replace
mineral gypsum consumption. It
continues to focus on increasing the
proportion of blended cement in its
overall production, enabling greater
use of fly ash and GBF Slag. This
approach reduces clinker dependency,
helping preserve natural resources like
limestone and fossil fuels. In FY 2024-25,
the Company's alternative raw material
consumption reached 12.54 million tonnes,
accounting for 26.36% of total raw material
usage.

e) Green products: The Company
manufactures blended cement,
including Portland Pozzolana Cement
(PPC), Portland Slag Cement (PSC),
and Composite Cement (CC), in strict
compliance with BIS standards. Blended
cement helps conserve natural resources

such as limestone, reduces greenhouse
gas emissions, and supports a circular
economy by repurposing waste materials
from power, iron, and steel industries. In
FY 2024-25, blended cement constituted
68.52% of total cement production.
Additionally, the Company’s blended
cement products and Autoclaved
Aerated Concrete (AAC) blocks have
earned Greenpro Ecolabel certification,
highlighting their reduced environmental
impact compared to other similar
products available in the market.

f) Carbon Emissions: The Company has
established Science Based Targets to
lower its carbon emissions. To accomplish
this, its initiatives focus on optimizing
energy consumption, expanding the use
of green electricity—including Waste
Heat Recovery (WHR), solar, and wind—
integrating alternative fuels as substitutes
for fossil fuels, and increasing the
production of blended cement.

g) Water Conservation: Water conservation
is a critical priority for the Company,
recognizing its significance as a vital
natural resource. The Company employs
a comprehensive water management
strategy focused on optimizing
consumption, treating and recycling
wastewater, and expanding the availability
of usable water through rainwater
harvesting and recharge systems.

To minimize water usage, the Company
has implemented Air-Cooled Condensers
in its thermal power plants and
established Waste Heat Recovery-based
power plants, both of which have yielded
significant success. Additionally, rainwater
harvesting structures at operational sites
and within nearby communities facilitate
rainwater collection and groundwater
replenishment. Non-operational mine
pits are repurposed for rainwater storage,
further supporting conservation efforts.
The Company ensures that 100% of its
wastewater is recycled within plant
operations, with applications including
horticulture, mill spray, synthetic gypsum
production, and dust suppression,
following appropriate treatment.

Sewage Treatment Plants are installed
across all locations to process domestic
wastewater efficiently. Other water-

saving measures include conducting
regular audits, utilizing water sensors
and fixtures, implementing drip irrigation
for horticultural activities, and deploying
water sprinklers for dust control.

To further reduce dependence on fresh
water sources, including groundwater,
the Company has also utilized treated
municipal sewage water at various
water-stressed locations, repurposing
it for manufacturing operations and
other essential uses. As a result of these
collective efforts, the Company has
achieved a water-positivity index of more
than eight times compared to its fresh
water consumption during the year.

h) Environment, Social, and Governance
Reporting: The Company has been
consistently publishing its Environmental,
Social, and Governance (ESG) performance
through annual sustainability reports since
FY 2004-05. Additionally, it has disclosed
its adherence to various Business
Responsibility principles as part of the
Business Responsibility Report (BRR) in

its Annual Report since FY 2012-13. In FY
2021-22, the Company introduced its first
Integrated Annual Report, incorporating
ESG disclosures aligned with GRI and
other relevant frameworks. Furthermore,
since FY 2022-23, it has provided
comprehensive Business Responsibility
disclosures through the Business
Responsibility and Sustainability Report
(BRSR) within the Integrated Report.

i) ESG Rating: The Company actively
engages in various external rating
assessments, including evaluations
by the Dow Jones Sustainability Index
(DJSI), CDP Climate Change, and CDP
Water Security. In FY 2024-25, it achieved
a notable improvement in its DJSI
score of 72, rising from previous 62 and
appeared as a part of the S&P Global
Sustainability Yearbook 2025 as the
industry mover. This progress highlights
the Company’s firm commitment to
sustainability and its continuous efforts
to strengthen environmental, social, and
governance (ESG) standards. During
the year, the Company also received ‘A’
rating - leadership position in the CDP
Water Security, reaffirming its strong
performance in water management

and related disclosures. These ratings
serve as a benchmark for sharing
best practices and driving collective
advancements toward sustainability
goals across industries. Further, CARE
ESG Ratings Limited has conducted an
evaluation of the Company’s performance
across key Environmental, Social, and
Governance (ESG) parameters. Following
this assessment, the Company has been
assigned an ESG Rating Score of 70.8
and a Rating Symbol of "CareEdge-ESG
1", indicating strong performance in ESG
practices.

j) 24/7 Carbon-Free Climate Coalition:

During the year, the Company joined
Climate Group’s 24/7 Carbon Free
Electricity campaign as a founding
partner. It chose this campaign to
reinforce its commitment to sustainability
and leadership in clean energy. By
joining this initiative, the Company
aims to set a benchmark for responsible
corporate behaviour, drive innovation in
renewable energy and contribute to a
more sustainable future. The campaign
also provides an opportunity to exchange
insights with other members.

10. NEW INITIATIVES TAKEN DURING THE YEAR

Launch of new Products: During the year,
the Company has entered the premium slag
cement category with a superior brightness
and best in class strength - Bangur Marble.

The product launches in Bihar, Jharkhand and
West Bengal was supported by digital first
media alongwith press and on ground visibility.
This has positioned Bangur Marble as the most
premium product in the segment leading to
strong demand pull from the market.
Innovative Marketing campaign: Company
launched an innovative campaign for Bangur
Cement during the Lok Sabha Elections in
April-June, 2024, which was based on the
purposeful messaging of "Vote Solid, Desh
Solid" on television and digital media. During
the campaign, we encouraged people to
take a ‘Vote ka Vachan’ on our website. For
each such ‘vachan’ company promised to
donate 1 KG of cement for social welfare. With
17 Lakhs ‘vachans’ received, the cement has
been successfully delivered through NGO
partners. This initiative proved as a testament
to how responsible corporate action and active

citizenship can come together to build not just
houses, but a truly solid nation.

11. CORPORATE GOVERNANCE

Your Directors reaffirm their continued
commitment to good corporate governance
practices. During the year under review,
Company was in compliance with the
provisions relating to corporate governance
as provided under the Securities Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (as
amended). The compliance report is provided
in the Corporate Governance section of this
Annual Report.

12. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In terms of Regulation 34 of Securities
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (as amended) read with relevant SEBI
Circulars, Company is releasing Business
Responsibility and Sustainability Report
(‘BRSR’) as part of this Annual Report
covering new reporting requirements on
ESG parameters. The BRSR seeks disclosure
on the performance of the Company against
Nine principles of the ‘National Guidelines on
Responsible Business Conduct’ (‘NGRBCs’).

13. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135
of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of
the Company has constituted a Corporate
Social Responsibility Committee viz. CSR
and Sustainability Committee, chaired
by an Independent Director. The major
CSR thrust areas of the Company include
healthcare, education, women empowerment,
infrastructure support, integrated rural
development, etc. which are aligned to the
areas specified under Schedule VII to the
Companies Act, 2013 and integrated with
national priorities. During the year 2024-25, the
Company has incurred an amount of
' 52.91 crore on CSR activities in compliance
with Section 135 of the Act. The Annual
Report on CSR activities of FY 2024-25 with
requisite details in the specified format as
required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 (as amended)
is enclosed at Annexure - 1 and forms part of

this report. The CSR Policy of the Company
may be accessed on website of the Company
at https://www.shreecement.com/investors/
policies.

14. SUBSIDIARY COMPANIES

The Company has following subsidiaries:

Note -

(i) Hon'ble National Company Law Tribunal,
Kolkata Bench vide its order dated

13^th September, 2024 had sanctioned
the Scheme of Amalgamation of
Shree Cement North Private Limited
(Transferor Company) with Shree
Cement East Private Limited (Transferee
Company). Consequently, Shree Cement
North Private Limited stands dissolved
without winding-up and hence, ceased
to be a subsidiary of the Company w.e.f.
4^th November, 2024 (i.e. effective date of
the Scheme).

(ii) U C N Co. Ltd LLC (Step-down Subsidiary of
the Company) had applied for liquidation
and cancellation of its Trade License with
RAK DED. The license of the company
was cancelled on 18^th March, 2025 and
consequently, U C N Co. Ltd LLC stands
liquidated from the said date.

(iii) Hon'ble National Company Law Tribunal,
Jaipur Bench vide order dated 17^th
April, 2025 has approved the voluntary
liquidation, under Section 59 of the
Insolvency and Bankruptcy Code, 2016, of
Shree Cement East Bengal Foundation
(SCEBF), a section 8 Company and a
Wholly-owned Subsidiary of Shree Cement
Limited. The order copy was filed with

the Registrar of Companies on 23^rd April,
2025 and consequently SCEBF stands
liquidated from that date.

Audited financial statements of the
subsidiaries of the Company are available
on the website of the Company. The
shareholders who wish to receive a copy
of the Annual Financial Statements of the
Subsidiary Companies may request the
Company Secretary for the same. The policy for
determining material subsidiaries as approved
by the Board can be accessed on the website
of the Company at https://www.shreecement.
com/investors/disclosure-regulation.

Pursuant to section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts)
Rules, 2014, a statement containing salient
features of the financial statements of the
subsidiary companies in prescribed Form
AOC-1 is given in the Consolidated Financial
Statements of Company and forms part of this
Annual Report.

15. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the
Company have been prepared as required in
terms of provisions of Companies Act, 2013 and
Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 by following the applicable
Accounting Standards notified by the Ministry
of Corporate Affairs and forms part of this
Annual Report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act,
2013, the Board of Directors of the Company,
to the best of their knowledge and belief and
according to the information and explanations
obtained by them, state that:

• In the preparation of the annual accounts
for the year ended 31^st March, 2025, the
applicable accounting standards have
been followed and there are no material
departures from the same;

• They have selected such accounting
policies, judgments and estimates that
are reasonable and prudent and have
applied them consistently so as to give a
true and fair view of the state of affairs of
the Company as at 31^st March, 2025 and of
the statement of Profit and Loss as well
as Cash Flow of the company for the year
ended on that date;

• 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;

• The annual accounts have been prepared
on a going concern basis;

• Necessary internal financial controls have
been laid down by the Company and the
same are commensurate with its size of
operations and that they are adequate
and were operating effectively; and

• Proper systems have been devised to
ensure compliance with the provisions of
all applicable laws and that such systems
were adequate and operating effectively.

17. PERFORMANCE EVALUATION OF BOARD, ITS
COMMITTEES & INDIVIDUAL DIRECTORS

In terms of requirements of Securities
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 and provisions of Companies Act, 2013,
Nomination cum Remuneration Committee
of the Board of Directors of the Company
specified the manner for effective evaluation
of performance of Board, its Committees and
Individual Directors.

Based on the same, the Board carries out an
annual evaluation of its own performance,
performance of its Committees, Individual
Directors including Independent Directors.
Company adopted the evaluation parameters
as suggested by the Institute of Company
Secretaries of India and Securities and
Exchange Board of India with suitable changes
from Company's perspective. The performance
of the Board is evaluated by the Board on the
basis of criteria such as Board composition and
structure, effectiveness of Board processes,
information flow to Board, functioning of the
Board, etc. The performance of Committees
is evaluated by the Board on the basis of
criteria such as composition of Committees,
effectiveness of Committee working,
independence, etc. The Board evaluates the
performance of individual Director on the basis
of criteria such as attendance and contribution
of Director at Board/Committee Meetings,
adherence to ethical standards and code
of conduct of the Company, inter-personal
relations with other Directors, meaningful and

constructive contribution and inputs in the
Board/ Committee meetings, etc.

Company appoints an External Facilitator for
the purpose of carrying out the performance
evaluation in a fair and transparent manner.
Structured questionnaires are circulated
to Board Members for providing feedback
on Various parameters (as stated above)
including performance of Board / Committees
/ Directors, engagement levels, independence
of judgment and other criteria. This is followed
with review and discussions at the level of the
Board.

In a separate meeting of the Independent
Directors, performance evaluation of Non
Independent Directors, the Board as a whole
and performance evaluation of Chairman is
carried out, taking into account the views
of Executive and Non-Executive Directors.

The quality, quantity and timeliness of the
flow of information between the Company
Management and the Board, which is
necessary for the Board to effectively and
reasonably perform their duties are also
evaluated in the said meeting.

18. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of Directors of the Company in its
meeting held on 14^th May, 2024, appointed
Mr. Sushil Kumar Roongta (DIN: 00309302)
as an Independent Director of the Company
w.e.f. 14^th May, 2024 for a term of five
consecutive years. The same was approved
by the Members of the Company in their 45^th
Annual General Meeting held on 6^th August,
2024.

Mr. Shreekant Somany had completed his
second consecutive term of five years as an
Independent Director and consequently
ceased as Director of the Company w.e.f. the
close of business hours on 31^st August, 2024.

Ms. Uma Ghurka re-appointed as an
Independent Director of the Company for
a second term of five consecutive years
commencing from 11^th November, 2024.

In accordance with section 149(7) of the
Companies Act, 2013 and Regulation 25(8)
of the Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, each
Independent Director has given a declaration
to the Company confirming that he/she meets
the criteria of independence as specified under

section 149(6) of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. They have also confirmed
the compliance of Rule 6 of the Companies
(Appointment and Qualification of Directors)
Rule, 2014 regarding inclusion of their names
in the databank of Indian Institute of Corporate
Affairs (IICA).

The Board is of the opinion that the
Independent Directors of the Company,
including those appointed during the year,
possess requisite qualifications, expertise
and experience and they hold the highest
standards of integrity.

In terms of the provisions of the Companies
Act, 2013, Mr. Hari Mohan Bangur (DIN:
00244329), Chairman; Mr. Prashant Bangur
(DIN: 00403621), Vice Chairman; Mr. Neeraj
Akhoury (DIN: 07419090), Managing Director;
Mr. S. S. Khandelwal, Company Secretary and
Mr. Subhash Jajoo, Chief Finance Officer, are
the Key Managerial Personnel of the Company.
In accordance with the provisions of
the Companies Act, 2013 and Articles of
Association of the Company, Mr. Neeraj
Akhoury (DIN: 07419090), Director of the
Company (designated as Managing Director)
will retire by rotation in the ensuing Annual
General Meeting (AGM) and being eligible,
offers himself for re-appointment. The Board
recommends the re-appointment of Mr. Neeraj
Akhoury as director of the Company. His re-
appointment at the 46^th AGM as a director
retiring by rotation would not constitute a
break in his tenure of appointment.

19. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures pertaining to remuneration and
other details as required under section 197(12)
of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 are provided at Annexure - 3.

In terms of the provisions of section 197(12)
of the Companies Act, 2013 read with Rules
5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the
particulars of the top ten employees and
employees drawing remuneration in excess
of the limits as provided in the said Rules is
enclosed at Annexure - 4.

20. AUDITORS

I. Statutory Auditors

M/s. B R Maheswari & Co LLP, Chartered
Accountants (Firm’s Registration No.
001035N/N500050) were appointed as
Statutory Auditors of the Company, in the
Annual General Meeting held on 28^th July,
2022, for a term of 5 (five) consecutive
years from the conclusion of 43^rd Annual
General Meeting till the Conclusion of
48^th Annual General Meeting. They have
given their report on the Annual Financial
Statements for the Financial Year 2024-25.
The Audit Report does not contain any
qualification, reservation or adverse
remark.

II. Secretarial Auditors

The Board of Directors of the Company
had appointed M/s Pinchaa & Co., Jaipur
as Secretarial Auditor of the Company
for the Financial Year 2024-25. They have
submitted their Secretarial Audit report for
the Financial Year 2024-25 in prescribed
format and the same is enclosed at
Annexure - 5. The Secretarial Audit
Report does not contain any qualification,
reservation or adverse remark.

In terms of SEBI (Listing Obligations and
Disclosures Requirements) Regulation,
2015 (as amended), the Board of
Directors of the Company based on the
recommendations of the Audit Committee
had appointed M/s. Pinchaa & Co.,

Jaipur, Practicing Company Secretaries,
(Firm Registration No. P2016RJ051800)
as Secretarial Auditor of the Company
for a term of 5 (five) consecutive years
commencing from 1^st April, 2025, till 31^st
March, 2030, subject to the approval of the
Members of the Company. A resolution
seeking appointment as Secretarial
Auditor for a term of 5 (five) consecutive
years by the Members, forms part of the
Notice of the ensuing 46^th AGM.

III. Cost Auditors

The Cost Auditors are in the process of
conducting the audit of cost records for
year 2024-25 and shall submit their report
in due course. In terms of the provisions
of section 148 of the Companies Act, 2013
read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, the
Board of Directors of the Company have

appointed M/s. K. G. Goyal & Associates,
Cost Accountants (Firm Registration
No. 000024) to conduct the cost audit
for the financial year ending 31^st March,
2026 at a remuneration as stated in the
Notice convening the 46^th Annual General
Meeting of the members. As required
under the Companies Act, 2013, the
remuneration payable to cost auditors
has to be placed before the Members
at the general meeting for ratification.
Hence, a resolution seeking ratification of
remuneration by the Members, payable to
the Cost Auditors, forms part of the Notice
of the ensuing 46^th AGM.

Reporting of frauds by Auditors
During the year under review, Auditors
of the Company have not identified and
reported any fraud as specified under the
second proviso of Section 143(12) of the
Companies Act, 2013.

21. OTHER DISCLOSURES

(a) Composition of Audit Committee: The

Audit Committee comprises of Mr. Sanjiv
Krishnaji Shelgikar as Chairman, Ms. Uma
Ghurka and Mr. Zubair Ahmed as other
Members. More details are given in the
Corporate Governance Report. All the
recommendations made by the Audit
Committee were accepted by the Board.

(b) Details of Meetings of Board and its
Committees: The Board of Directors of
the Company met 4 times during the
year to deliberate on various matters. The
meetings were held on 14^th May, 2024, 6^th
August, 2024, 11^th November, 2024 and 30^th
January, 2025. Further details are available
in the Corporate Governance Report
forming part of this Annual Report. The
intervening gap between the meetings
was within the period prescribed

under the Companies Act, 2013 and the
Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

(c) Annual Return: In terms of section 92(3)
of the Companies Act, 2013 and Rule 12
of the Companies (Management and
Administration) Rules, 2014, the Annual
Return of the company is available on
the website of the Company at link
https://www.shreecement.com/investors/
shareholder-information

(d) Particulars of Loans, Guarantees or
Investments: Details of Loans, Guarantees
and Investments covered under the
provisions of section 186 of the Act read
with the Companies (Meetings of Board
and its Powers) Rules, 2014 are given

in Notes to the standalone financial
statements.

(e) Related Party Transactions: All Related
Party Transactions during the financial
year 2024-25 were on arm’s length basis
and in ordinary course of business. They
were all in compliance with the applicable
provisions of the Companies Act, 2013
and the Securities Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All
such transactions are placed before the
Audit Committee for review/approval.

The necessary omnibus approvals have
been obtained from the Audit Committee
wherever required. There were no material
Related Party Contracts/ Arrangements/
Transactions made by the Company
during the year 2024-25 that would have
required Shareholders’ approval under
provisions of section 188 of the Companies
Act, 2013 or of the Securities Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015. The Company has adopted a Related
Party Transactions Policy duly approved
by the Board, which is uploaded on the
Company’s website & may be accessed at
https://www.shreecement.com/investors/
disclosure-regulation

Further, in terms of Securities and
Exchange Board of India (Listing
Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018, the
transactions with person/entity belonging
to the promoter/ promoter group holding
10% or more shareholding in the Company
are as under:

(f) Deposits from Public: The Company
has not accepted any deposits from the
public covered under Chapter V of the
Companies Act, 2013 during the year 2024-
25 and as such, no amount on account

of principal or interest on deposits from
public was outstanding.

(g) Managing the Risk of Fraud, Corruption
and Unethical Business Practices

Vigil Mechanism/Whistle Blower
Policy: The Company has adopted a
whistle blower policy and established the
necessary vigil mechanism for employees
and Directors to report concerns about
unethical behaviour. The policy provides
for adequate safeguards against
victimization of employees who avail the
mechanism and also provides for direct
access to the Chairman of the Audit
Committee. The whistle blower policy
may be accessed on the website of the
Company at https://www.shreecement.
com/investors/disclosure-regulation

Code of Conduct: Company believes in
the principle of trust which can be derived
through ethical practices, transparency
and accountability to stakeholders.
Keeping the same into account, the
Company has in place a "Code of
Conduct". Every director and employee
is required to adhere to the same. The
details of the code of conduct can be
accessed on the website of the Company
at https://www.shreecement.com/
investors/disclosure-regulation

Anti-Bribery and Anti-Corruption
Policy: To conduct the business in an
ethical, honest and transparent manner,
the Board of Directors of the Company
has adopted the Anti- Bribery and Anti-
Corruption Policy. Company has zero
tolerance approach toward bribery and
corruption. The Policy applies to all the
directors and employees of the Company
and its subsidiaries including third parties
who are working on behalf of Company/
its subsidiaries. The details of the policy
can be accessed on the website of the
Company at https://www.shreecement.
com/investors/policies

(h) Remuneration Policy: Company firmly
believes in nurturing a people-friendly
environment which is geared to drive the
organisation towards high and sustainable
growth. Each and every personnel working
with the Company strives to achieve

the Company’s vision of being the best
in the industry. Its remuneration policy
is therefore designed to achieve this
vision. The policy has been approved
by the Board on the recommendation
of Nomination cum Remuneration
Committee. The policy is applicable to
Directors, Key Managerial Personnel,
Senior Management and other employees
of the Company. The policy provides
that while nominating appointment of
a Director/KMP/ Senior Management,
the Nomination cum Remuneration
Committee shall consider the level and
composition of remuneration which
is reasonable and sufficient to attract,
retain and motivate the Directors / KMP
/ Senior Management for delivering high
performance. The Remuneration Policy
can be accessed on the website of the
Company at https://www.shreecement.
com/investors/disclosure-regulation

(i) Policy on Prevention, Prohibition
and Redressal of Sexual Harassment
at Workplace: The Company has
complied with the provisions of the
constitution of the ‘Internal Committee’
as per the requirement of The Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"), Company is having
"Prohibition of Sexual Harassment Policy"
which provides the mechanism to redress
complaints reported under the said

Act. As provided by the POSH Act, the
Company has formed Internal Complaints
Committees (ICC) at all workplaces to
cover all Units, Sales offices, Regional
office and corporate offices. The Internal
Committee (IC) is comprised of internal
members and external members who
have extensive experience in the field. The
Company has not received any complaint
of sexual harassment during the financial
year 2024-25.

(j) Material Changes after the Close of
the Financial Year: There have been no
material changes and commitments
which have occurred after the close of the
year till the date of this report, affecting
the financial position of the Company.

(k) Significant and Material Orders passed
by the Regulators or Courts: No

significant material orders have been
passed by the Regulators or Courts or
Tribunals which would impact the going
concern status of the Company and its
future operations.

(l) Maintenance of Cost Records: Company
is required to maintain cost records as
specified by the Central Government
under section 148(1) of the Companies
Act, 2013. Accordingly, such accounts and
records are made and maintained by the
Company.

(m) Compliance with Secretarial Standards:

Company has complied with the
Secretarial Standards issued by Institute
of Company Secretaries of India (ICSI)
on Board Meetings (SS- 1) and General
Meetings (SS-2).

22. ACKNOWLEDGEMENT

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