Dalmia Bharat Ltd. के निदेशक की रिपोर्ट

Mar 31, 2026

Your directors have the pleasure in presenting their 13^th Board''s Report (“Report”) along with the audited financial statements
(standalone and consolidated) of the Company for the financial year (“FY”) 2025-26.

FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	361	202	14,804	13,980
Protit before finance costs, depreciation and tax	198	212	3,305	2,660
Less: Finance costs	17	1	480	399
Protit before depreciation and tax	181	211	2,825	2,261
Less: Depreciation and amortisation	25	6	1,349	1,331
Protit before share of protit/ (loss) in joint venture and exceptional items	156	205	1,476	930
Add: Share of profit in joint ventures	-	-	0	0
Less: Exceptional items (net)	4	-	26	113
Protit before tax from continuing operations	152	205	1,450	817
Tax expense:
Current tax	11	21	29	114
Deferred tax charge/ (credit)	3	(6)	337	76
Tax adjustments for earlier years	(3)	0	(74)	(72)
Total tax expense of continuing operations	11	15	292	118
Protit after tax for the year from continuing operations	141	190	1,158	699
Net (loss)/ profit for the year from discontinued operations	-	-	(1)	0
Protit for the year	141	190	1,157	699
Profit attributable to non-controlling interest	-	-	18	16
Profit attributable to owners of the Parent	141	190	1,139	683
Other comprehensive income/(loss)	65	16	(371)	463
Total comprehensive income	206	206	786	1,162
Basic EPS - Continuing operations	7.54	10.14	60.80	36.41
Basic EPS - Discontinued operations	-	-	(0.07)	0.01
Basic EPS	7.54	10.14	60.73	36.42
Retained earnings: Balance of profit for earlier years	337	316	6,898	6,386
Add: Profit for the year (attributable to owners of the Parent)	141	190	1,139	683
Add: Other comprehensive income/ (loss) recognised in retained Earnings	3	-	4	(2)
Less: Creation of Capital Redemption Reserve	-	-	75	-
Add: Transfer to retained earnings on sale of equity instruments through OCI (net of tax) (refer note 9(i))	-	-	424	-
Add: Refund of dividend distribution tax	-	-	6	-
Less: Dividends paid on equity shares	169	169	169	169
Retained earnings: Balance to be carried forward	312	337	8,227	6,898

OVERVIEW OF OPERATIONAL AND FINANCIAL
PERFORMANCE:

On a standalone basis, your Company recorded net revenue
of Rs. 361 crore for the FY 2025-26 registering a growth of
78.7% as compared to the net revenue of Rs. 202 crore in
the FY 2024-25; Earnings before Interest, Depreciation and
Taxes (EBITDA) stood at Rs. 75 crore in FY 2025-26 as
compared to Rs. 23 crore in FY 2024-25. Earned profit before
tax of Rs. 152 crore during the FY 2025-26 as compared to
Rs. 205 crore profit earned in the FY 2024-25.

The consolidated performance of the Company, its
subsidiaries and joint venture companies (collectively
referred to as “the Group”) has been detailed at appropriate
places in this report.

Your Company achieved a sales volume growth by 2.0% in
the financial year 2025-26 from 29.4 MnT to 30.0 MnT. On
a consolidated basis, the net revenue reached Rs. 14,804
crore, marking a growth of 5.9% compared to the previous
financial year''s net revenue of Rs. 13,980 crore. There was
an increase in the earnings before interest, depreciation,
and taxes (EBITDA), which stood at Rs. 3,083 crore in
FY 2025-26, representing an increase of 28.1% compared to
Rs. 2,407 crore in FY 2024-25.

Due to this increase, the Company''s consolidated profit
before tax in FY 2025-26 amounted to Rs. 1450 crore,
indicating a growth of 77.5% when compared to Rs. 817 crore
earned in the financial year 2024-25. Moreover, the profit
after tax for FY 2025-26 reached Rs. 1,157 crore, showing
growth rate of 65.5% compared to the Rs. 699 crore earned
in FY 2024-25.

During the FY 2025-26, ICRA ESG Ratings Limited, a SEBI
registered Category-I ESG Rating Provider, upgraded
Company''s ESG rating from “[ICRA ESG] Combined
Rating 78, Strong” to “[ICRA ESG] Combined Rating
80, Exceptional”. This upgrade reinforces the Company''s
position among the sustainability leaders in India''s cement
sector and reflects its structured and long-term approach
to embedding environmental stewardship into its business
strategy. The enhanced rating is driven by the Company''s
sustained focus on emissions reduction, integration
of renewable energy, and continued progress in water
conservation, biodiversity preservation, and responsible
waste management practices.

UPDATES ABOUT THE SUBSIDIARIES

(i) Dalmia Cement (Bharat) Limited

As at the close of the year, Dalmia Cement (Bharat)
Limited (‘DCBL''), a wholly owned subsidiary of the
Company, together with its subsidiaries, had cement
capacity of 49.5 MnT, clinker capacity of 27.1 MnT;
renewable power capacity of 449 MW including solar
power capacity of 143 MW and Waste Heat Recovery
System (WHRS) power capacity of 88 MW and group

captive power capacity of 217 MW. During the year
under review, Dalmia Cement (North-East) Limited
(‘DCNEL'') commenced production of its 3.6 MTPA
Clinker Capacity at Umrongso, Distt. Dima Hasao,
Assam. DCBL, together with its subsidiaries, plans to
increase its cement capacity by 6.0 MnT in FY 2026-27
with additions at Belgaum and Pune, and by another
6.0 MnT at Kadapa in FY 2027-28. The company
will also be putting clinker capacity of 3.6 MnT
each at Belgaum and Kadapa in FY 2026-27 and
FY 2027-28 respectively.

Post the close of FY 2025-26, DCBL has executed
Business Transfer Agreement with Jaiprakash
Associates Limited (“JAL’, acquired by Adani Group
under the Insolvency & Bankruptcy Code) and Adani
Infra (India) Limited on May 21, 2026, for acquisition
of cement plants located at Rewa (Madhya Pradesh),
Churk, Chunar and Sadwa (Uttar Pradesh), with
5.2 MnTPA cement capacity and 3.3 MnTPA clinker
capacity, at an Enterprise Value of Rs 2,850 crore.
The assets also entail 99 MW of thermal power
capacity with railway siding. The consummation of the
transaction is expected within two weeks of execution
and the commercial production at the acquired Plants
is expected to commence in Q2 FY 2026-27. With this
acquisition, the cement capacity of DCBL together with
its subsidiaries will increase to 54.7 MnT.

Considering all capacity additions stated above,
cement capacity of DCBL together with its subsidiaries
will increase to 66.7 MnTPA by FY 2027-28.

Further, during the year under review, DCBL entered into
the following agreements to strengthen its renewable
energy portfolio and enhance access to captive green
power in Tamil Nadu:

a) On October 17, 2025, DCBL executed an
Addendum to the Share Subscription and
Shareholders'' Agreement (“SSSA”) and Power
Purchase Agreement (“PPA”) to acquire an
additional 6.92% equity stake in Bylee Kandasamy
Private Limited (“BKPL’) and an additional 6.32%
equity stake in Kilavikulam Rajalakshmi Solar
Power Developer Private Limited (“KRSPDPL’).
The acquisition is aimed at sourcing solar power
as a captive consumer for aggregate capacities of
up to 28.00 MW located in Tamil Nadu. Pursuant
to the acquisition, DCBL''s shareholding increased
to 36.92% in BKPL and 37.90% in KRSPDPL.

b) On October 17, 2025, DCBL entered into a Share
Subscription and Shareholders'' Agreement
(“SSSA”) and a Power Purchase Agreement
(“PPA”) to acquire a 38.60% equity stake in Apple
India Solar Products Private Limited for sourcing
solar power as a captive consumer for capacities
of up to 9.00 MW in Tamil Nadu.

c) On October 27, 2025, DCBL executed a Share
Subscription and Shareholders Agreement
(“SSSHA”) and a Power Purchase Agreement
(“PPA”) to acquire a 37.50% equity stake in
Gee Yess India Engineering Technology Private
Limited and a 31.58% equity stake in San Power
Generation Transmission Private Limited. The
investments are intended to facilitate sourcing of
solar power as a captive consumer for capacities
of up to 10.00 MW in Tamil Nadu.

(ii) Dalmia Cement (North-East) Limited:

Dalmia Cement (North-East) Limited (‘DCNEL’)
successfully commenced commercial production of its
3.6 MTPA Clinkerisation Capacity at Umrongso, Distt.
Dima Hasao, Assam on January 20, 2026, marking a
significant milestone in strengthening the Company’s
manufacturing footprint and enhancing its production
capabilities in the North-Eastern India.

(iii) Dalmia Bharat Green Vision Limited:

Dalmia Bharat Green Vision Limited (DBGVL)
entered into Share Subscription and Shareholders’
Agreement (‘SSSHA’) and Power Purchase Agreement
(“PPA”) on October 27, 2025, to acquire 36% of equity
share capital of Arunachalam Solar Power Private
Limited. The investment has been undertaken to source
solar power as a captive consumer for a capacity up to
6.0 MW located in Tamil Nadu, further reinforcing the
Company’s commitment to expanding its renewable
energy portfolio and advancing sustainable operations.

RE-CLASSIFICATION OF SHAREHOLDERS FROM
PROMOTER GROUP TO PUBLIC

(i) During the beginning of FY 2024-25, the Company
received requests from RHI Magnesita India Refractories
Limited (“RHIMIRL”, formerly known as Dalmia OCL
Limited) and Dalmia GSB Refractories GmbH (“DGSB”),
erstwhile wholly owned subsidiaries of Dalmia Bharat
Refractories Limited (“DBRL”, an entity belonging
to Promoter Group), seeking reclassification from
the ‘Promoter and Promoter Group’ category to the
‘Public’ category of shareholders, in accordance with
Regulation 31A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”),

consequent to sale of DBRL’s entire stake in RHIMIRL
and DGSB, respectively. As the entities seeking
reclassification did not hold any share or voting rights
in the Company, approval of the Members was not
required under the applicable provisions of the Listing
Regulations. Accordingly, the Board of Directors of the
Company (“the Board”) at its meeting held on April
24, 2024 approved the said requests and authorised
submission of requisite applications to BSE Limited and

National Stock Exchange of India Limited (Collectively,
the “Stock Exchanges”) for approval of the proposed
reclassification. The Stock Exchanges subsequently
approved the said applications on July 07, 2025.

(ii) Birla Tyres Limited (“BTL”), a former wholly owned
subsidiary of DBRL, upon ceasing to be a wholly owned
subsidiary of DBRL, vide letter dated July 02, 2025,
requested the Company to consider its reclassification
from the ‘Promoter and Promoter Group’ category to
the ‘Public’ category of shareholders, in accordance
with Regulation 31A of the Listing Regulations. As BTL
did not hold any shares or voting rights in the Company,
approval of the Members was not required for the said
reclassification. Accordingly, the Board at its meeting
held on July 22, 2025, approved the said request and
authorised submission of the requisite applications to
the Stock Exchanges seeking approval for aforesaid
reclassification. The Stock Exchanges subsequently
approved the applications on September 18, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report on
the financial performance and results of operations of the
Company, as required under the Listing Regulations is
provided in a separate section and forms an integral part
of this Annual Report. The Report, inter-alia, provides
an overview of the industry structure, key economic
developments, the Company’s business performance and
operational highlights, its state of affairs, key risks and
concerns and significant developments during the financial
year under review.

DIVIDEND

During the year under review, the Board of Directors of the
Company, at its meeting held on October 17, 2025, declared
an Interim dividend of Rs.4/- per equity share (200%) on face
value of Rs. 2/- each. The interim dividend was paid to the
eligible shareholders on November 03, 2025.

Further, at its meeting held on April 28, 2026, the Board
recommended a final dividend of Rs.5/- per equity share
(250%) on face value of Rs. 2/- each for the financial year
ended March 31, 2026. The payment of the final dividend is
subject to the approval of the shareholders at the ensuing
Annual General Meeting (“AGM”) of the Company. Upon
approval, the final dividend shall be paid to those shareholders
whose names appear in the Register of Members as on the
Record Date.

Accordingly, the total dividend for the financial year
2025-26, including the proposed final dividend, aggregates
to Rs. 9/- per equity share (450%) on face value of Rs.2/-
each, consistent with the dividend of Rs. 9/- per equity share
(450%) paid for the previous financial year 2024-25.

In accordance with the provisions of the Income-tax Act,
2025, dividend distributed by the Company is taxable in the
hands of the shareholders and, accordingly, the Company
shall deduct applicable tax at source at the time of payment
of the final dividend.

The Board has recommended the aforesaid dividend after
taking into consideration the financial and non-financial
performance of the Company during the financial year
under review and in terms of the Company’s Dividend
Distribution Policy. The policy is available at the website of
the Company at:https://www.dalmiacement.com/assets/
pdf/ir/Dividend-Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

The Board of Directors has not proposed any transfer to the
General Reserve for the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company
for the Financial Year 2025-26 have been prepared, in
compliance with applicable provisions of the Companies
Act, 2013 (“the Act”), the Listing Regulations and applicable
Accounting Standards, on the basis of audited financial
statements of the Company, its Subsidiary Companies and
Joint Venture companies, as approved by their respective
Board of Directors, which form an integral part of the
Integrated Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

As at March 31, 2026, the Company had 30 subsidiaries,
2 joint ventures and 8 associate companies. During the
financial year 2025-26, there was no addition or cessation of
any subsidiary of the Company.

Further, during the financial year under review, the following
companies became associate companies of the Company,
pursuant to acquisition of more than 20% shareholding in
such companies, without acquiring any right to exercise
significant influence or control over their management or
policy decisions:

1. Apple India Solar Products Private Limited

2. Gee Yess India Engineering Technology Private Limited

3. San Power Generation Transmission Private Limited

4. TrueRe Surya Private Limited

5. Arunachalam Solar Power Private Limited

During the year under review, O2 Renewable Energy V Private
Limited ceased to be an associate company of the Company.

Subsequent to the close of FY 2025-26, Oyster Green Hybrid
Five Private Limited also became an associate company of
the Company pursuant to acquisition of more than 20%

shareholding therein by a subsidiary of the Company, without
acquiring any right to exercise significant influence or control
over its management or policy decisions.

During the financial year under review, Dalmia Cement
(Bharat) Limited (‘DCBL’) and Dalmia Cement (North
East) Limited (‘DCNEL’) were classified as the material
unlisted subsidiaries of the Company in terms of the
Regulation 16(1)(c) of the Listing Regulations, read
with the Company’s Policy on Material Subsidiaries.
The said policy can be accessed at the Company’s
website athttps://www.dalmiacement.com/assets/
pdf/ir/Policy-on-Material-Subsidiaries.pdf.

Further, in compliance with Regulation 24(1) of the Listing
Regulations, Mrs. Anuradha Mookerjee, Independent
Director of the Company, also serves as an Independent
Director on the Boards of DCBL and DCNEL.

A statement containing the salient features of the financial
statements of the Company’s subsidiaries, joint ventures
and associate companies for the financial year ended
March 31, 2026, in the prescribed Form AOC-1 pursuant to
the Act, is provided in Annexure 1 and forms an integral part
of this Annual Report.

The standalone and consolidated Financial Statements of
the Company, together with the financial statements of its
subsidiaries and all other documents required to be attached
thereto under applicable law, are available on the Company’s
website at www.dalmiabharat.com. These documents shall
also be available for inspection during business hours on
all working days at the registered office of the Company.
Members desirous of obtaining copies of the same may write
to the Company Secretary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Retirement by rotation and subsequent re¬
appointment:

Pursuant to the provisions of Section 152(6)(c) of the Act,
Mr. Puneet Yadu Dalmia (DIN: 00022633), Managing
Director & Chief Executive Officer of the Company,
being longest in the office, shall retire by rotation at the
ensuing AGM, and being eligible, he has offered himself
for reappointment. Accordingly, his reappointment is
being placed at the ensuing AGM for the approval of
the members of the Company.

A brief profile of Mr. Puneet Yadu Dalmia and other
requisite disclosures, in terms of Regulation 36(3) of
the Listing Regulations and Secretarial Standards
on General Meetings (SS-2), forms part of the Notice
convening the AGM.

Based on the recommendation of the Nomination &
Remuneration Committee, the Board recommends his
re-appointment as a Director liable to retire by rotation.

II. Key Managerial Personnel:

During FY 2025-26, there was no change in the
Directors or Key Managerial Personnel of the Company.
In accordance with the provisions of Sections 2(51) and
203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following individuals served
as Key Managerial Personnel of the Company during
the year under review:

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia - Managing Director & CEO

3. Mr. Dharmender Tuteja - Chief Financial Officer

4. Mr. Rajeev Kumar - Company Secretary

III. Independence of Independent Directors:

Your Company has received declarations from all
its Independent Directors, namely Mr. Paul Heinz
Hugentobler, Mrs. Anuradha Mookerjee, Mr. Anuj Gulati
and Mr. Haigreve Khaitan, confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Act and under Regulation 16(1)(b) of the
Listing Regulations. The Directors have also confirmed
their registration in the Independent Directors''
Databank, as required under applicable provisions.

Based on the declarations and disclosures received,
the Board is of the opinion that the Independent
Directors fulfil the conditions specified in the Act, read
with the relevant Rules issued thereunder, as well as
under the Listing Regulations, and are independent
of the management. Your Board further expresses its
satisfaction with the integrity, expertise, experience,
and proficiency of the Independent Directors serving on
the Board of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board of Director of the
company met six times, on April 23, 2025, May 30, 2025,
July 22, 2025, October 17, 2025, January 21, 2026 and
March 24, 2026.

All Board meetings were convened and conducted in
accordance with the applicable provisions of the Act and the
rules framed thereunder, Secretarial Standard-I on Meetings
of the Board of Directors, and the Listing Regulations.

Detailed disclosures relating to the Board meetings are
provided in the Corporate Governance Report, which forms
an integral part of this Report.

COMMITTEES OF THE BOARD

In furtherance of robust corporate governance practices,
and to enable effective discharge of its functions and
responsibilities in compliance with applicable statutory

and regulatory requirements, the Board of Directors has
constituted the following Committees:

(a) Audit Committee;

(b) Stakeholders'' Relationship Committee;

(c) Nomination and Remuneration Committee;

(d) Corporate Social Responsibility Committee; and

(e) Sustainability and Risk Management Committee.

Details pertaining to the composition of the aforesaid
Committees, the number of meetings held during the
financial year under review, attendance of the members at
such meetings, along with their respective powers, terms
of reference, and other related particulars, are provided in
the Corporate Governance Report, which forms part of this
Annual Report.

In addition to above, to ensure smooth operations, the Board
constitutes several operational committees from time to time.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company
sets out the constitution, role and responsibilities of the
Nomination and Remuneration Committee and provides a
comprehensive framework for the appointment, resignation,
remuneration and performance evaluation of Directors, Key
Managerial Personnel (“KMP”) and Senior Management.

The Policy has been formulated with the following
key objectives:

a. To formulate the criteria for determining qualifications,
competencies, positive attributes and independence
for appointment of Directors of the Company;

b. to ensure that appointment of directors, key managerial
personnel and senior managerial personnel and
their removals are in compliance with the applicable
provisions of the Act and the Listing Regulations;

c. to set out criteria for the evaluation of performance and
remuneration of directors, key managerial personnel
and senior managerial personnel;

d. to recommend policy relating to the remuneration of
Directors, KMPs and Senior Management Personnel to
the Board to ensure:

i. The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate directors and employees to effectively
and qualitatively discharge their responsibilities;

ii. Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;

iii. Align the growth of the Company and development
of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent
by the Company; and

e. to ensure diversity of the Board of the Company.

In addition, the Policy provides for a structured and
effective mechanism for evaluation of performance of the
Board, its Committees and individual Directors, which
may be undertaken by the Board, by the Nomination and
Remuneration Committee, or through an independent external
agency and review its implementation and compliance. The
Nomination and Remuneration Policy of the Company can
be accessed at https://www.dalmiacement.com/assets/
pdf/ir/DBL-Nomination-and-Remuneration-Policy.pdf

ANNUAL PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations,
the Board has undertaken an annual evaluation of (i) its own
performance; (ii) the performance of Individual Directors; (iii) the
performance of the Chairman of the Board; and (iv) the performance
of all Committees of Board, for the Financial Year 2025-26.

The performance of the Board was evaluated on various
parameters, including, inter-alia, its composition and
structure, conduct of meetings, discharge of responsibilities,
effectiveness of governance processes, quality and
adequacy of information flow and overall functioning.

The performance of the Board Committees was evaluated,
inter-alia, on the extent of fulfilment of their key responsibilities,
adequacy of composition, and the effectiveness and quality
of deliberations at Committee meetings.

The Directors were evaluated on several parameters, including
attendance and active participation in Board and Committee
meetings, quality of contributions, and the guidance and
support to the management outside formal meetings.

The performance of Non-Independent Directors, the Board
as a whole, and the Chairman was reviewed in a separate
meeting of the Independent Directors. A similar evaluation
was also carried out by the Nomination and Remuneration
Committee and the Board. The performance evaluation
of Independent Directors was undertaken by the entire
Board, excluding the concerned Independent Director
being evaluated.

Based on the feedback received from Directors and after
detailed deliberations, including consideration of the
divergent views, the evaluation was conducted in accordance
with the Company''s Nomination and Remuneration Policy.
The Directors have expressed their satisfaction with the
evaluation process.

The overall evaluation confirms that the Board and its
Committees continue to function effectively, and that the
performance of the Directors is satisfactory.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(3)(c) of the Act:

(a) I n preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed and there are no material
departures from the same;

(b) The Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

(c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a
going concern basis;

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, and taking into consideration the work performed
by the internal, statutory and secretarial auditors and external
consultants - including the audit of internal financial controls
over financial reporting conducted by the statutory auditors
- together with the reviews undertaken by management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during
FY 2025-26.

The Directors have devised appropriate systems and
processes to ensure compliance with the applicable
Secretarial Standards, and are of the view that such systems
are adequate and operating effectively.

PARTICULARS OF REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

The disclosure pertaining to remuneration and other details,
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, is provided
in the prescribed format and is annexed to this Report as
Annexure - 2.

Further, a statement containing the names of the top ten
employees in terms of remuneration drawn, along with
details of employees drawing remuneration in excess of
the limits prescribed in Rules 5(2), and other particulars as
required under Rule 5(3) of the said Rules, is also annexed to
this Report as Annexure - 2A.

None of the Directors, including the Managing Director and
CEO, received any remuneration from the subsidiaries of
the Company, except by way of (i) sitting fees for attending
meetings of the Board and its Committees, and (ii)
remuneration received by Mr. Yadu Hari Dalmia from Dalmia
Cement (Bharat) Limited, as an Advisor.

CORPORATE GOVERNANCE REPORT

In compliance with the applicable provisions of Listing
Regulations, a separate report on the Corporate Governance
for the financial year 2025-26, including the following
declarations and certificates, forms an integral part of this
Integrated Annual Report:

1. Declaration by the members of the Board and Senior
Managerial Personnel of the Company, confirming their
compliance to the Code of Conduct of the Company.

2. Certificates, issued by M/s Vikas Gera & Associates,
Secretarial Auditors of the Company, confirming that:

a. compliance of Corporate Governance norms as
prescribed in the Listing Regulations; and

b. none of the Directors of the Company has been
debarred or disqualified from being appointed or
continuing as Director of the Company.

3. Certificate issued by the Managing Director & CEO and
the Chief Financial Officer of the Company in accordance
with Regulation 17(8) of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report
(“BRSR”) of the Company for the Financial year 2025¬
26, as stipulated under Regulation 34(2)(f) of the Listing
Regulations, is presented in alignment with the Integrated
Reporting framework. The Report discloses the initiatives
undertaken by the Company from environmental, social and
governance perspectives. The BRSR forms an integral part
of this Integrated Annual Report.

CHANGES IN SHARE CAPITAL

During the year under review, the Company allotted 792
equity shares of Rs. 2/- each pursuant to the exercise
of stock options by eligible employee under DBL ESOP
Scheme 2018.

As of March 31, 2026, the Issued, subscribed and paid-up
equity share capital of the Company stood at Rs. 37.51 crore,
comprising 18,75,65,953 equity shares of Rs. 2/- each.

EMPLOYEES’ STOCK OPTION SCHEME

Pursuant to the Scheme of Arrangement and Amalgamation
amongst Odisha Cement Limited (“ODCL” or “Company”),
Dalmia Bharat Limited (“DBL”) and Dalmia Cement (Bharat)
Limited (“DCBL”) and their respective shareholders and
creditors, the Company has adopted the DBEL ESOP
Scheme 2011, with the revised nomenclature “DBL ESOP
Scheme 2018”, with all terms and conditions remaining the
unchanged. During the year under review, there has been
no material change in the DBL ESOP Scheme 2018, and the
Scheme continues to be in compliance with Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (“ESOP Regulations”)
and all other applicable laws, rules and circulars.

The disclosures required under the Regulation 14 of the ESOP
Regulations have been duly made available on the Company’s
website and can be accessed athttps://www.dalmiacement.
com/assets/pdf/shareholder-Information/ESOP/fy26/
DBL%20ES0P%20Disclosure%20as%20on%20 March%20
31,%202026.pdf.

A certificate from the Secretarial Auditor of the Company,
as required under Regulation 13 of the ESOP Regulations,
confirming that the DBL ESOP 2018 has been implemented
in accordance with the ESOP Regulations and the resolution
passed by the shareholders at the general meeting, will
be made available for inspection in electronic form to the
members at the ensuing AGM.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with the
Companies (Management and Administration) Rules,
2014, as amended, the Annual Return of the Company
as on March 31, 2026 is available on the Company’s
website at https://www.dalmiacement.com/assets/
pdf/shareholder-Information/annual-return/Extract%20
of%20Annual%20Return%202025-2026.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Group has, for over eight decades, upheld a long¬
standing tradition of giving back to society and sharing its
resources with the under privileged sections. The Corporate
Social Responsibility (“CSR”) philosophy of the Group is
based on the principles of Gandhian Trusteeship. Over the
years, the Group has consistently focused on key areas such
as health care and sanitation, education, rural development,
women empowerment and other social development
initiatives. The primary objective of our CSR policy is to
accelerate inclusive social, economic and environmental
progress, with a continued emphasis on creating structured
and sustainable impact for communities residing around our
plants and project locations.

In accordance with Section 135(3)(a) of the Act and rules
made thereunder, the Board has formulated and adopted
a Corporate Social Responsibility Policy (“CSR Policy”).
The CSR Policy can is available on the Company’s
website at https://www.dalmiacement.com/assets/pdf/ir/
Corporate-Social-Responsibility-Policy.pdf.

During the year under review, the Company had an unutilised
CSR surplus of Rs. 2.7 crore carried forward from previous
years, which was set off against the CSR obligation of
Rs. 80.48 lakh, being 2% of the average net profits of the
preceding three financial years. Consequently, the excess
CSR expenditure remains available for adjustment against
future CSR obligations.

Further, the annual report on CSR activities, including
the composition of CSR committee and disclosures in
accordance with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed to this Report
as Annexure - 3.

On consolidated basis, the Group has spent around Rs. 18
crore in FY 2025-26 towards CSR activities.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by
the Company with its related parties during the financial
year under review were conducted in its ordinary course of
business and on an arm’s length basis.

During the year under review, the Company did not enter
into any contract, arrangement, or transaction with its related
parties, that could be considered material in accordance
with the Company’s ‘Policy on Related Party Transactions’
or that is required to be reported in Form AOC-2 pursuant to
Section 134(3)(h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions are placed before the Audit
Committee for prior approval. In addition, prior omnibus
approval of the Audit Committee is obtained for the
transactions that are repetitive in nature including the
transactions where a subsidiary of the Company is a party
but the Company itself is not, except in case of transactions
with or amongst wholly owned subsidiaries of the Company.

In compliance with the requirements of the Act and the Listing
Regulations, your Company has formulated a Policy on Related
Party Transactions. The said policy is available on Company’s
website at https://www.dalmiacement.com/assets
/pdf/ir/DBL_RPT%20Policy_21.01.2026.pdf.

RISK MANAGEMENT

Pursuant to the provisions of Section 134(3)(n) of the Act read
with Regulation 21 of the Listing Regulations, the Board of
Directors confirms that the Company has developed and
implemented a comprehensive Enterprise Risk Management
(“ERM”) Policy and framework commensurate with the size,
scale, and complexity of its operations.

The Board had constituted a Risk Management Committee
(“RMC”), however, considering the importance and
relevance of sustainability to the Company, during the
year reconstituted the RMC as Sustainability and Risk
Management Committee (“SRMC”/ “Committee”) in
accordance with Regulation 21 of the Listing Regulations.

The Committee, apart from sustainability, oversees the risk
management framework, reviews the Company’s risk profile
periodically, and ensures that appropriate risk mitigation
measures are in place. The terms of reference of the SRMC,
along with its composition and details of meetings held
during the year, are provided in the Corporate Governance
Report forming part of this Annual Report.

The Company’s risk management approach integrates both
top-down strategic oversight and bottom-up operational
inputs to ensure a holistic and consistent evaluation of risks
across the organisation. While risk cannot be eliminated, but
a proper risk management program ensures that the risks
are reduced, avoided, mitigated or shared. Accordingly,
the Company initiated risk identification at the enterprise
level, and which is then subsequently refined at individual
plant locations through a standardised and consistently
applied methodology.

Dedicated Risk Councils, established at the plant level,
strengthen alignment with the broader risk framework
while reinforcing local risk ownership and accountability.
Operational and plant teams play an active role in identifying,
assessing, and documenting risks specific to their respective
environments. Each facility maintains a dynamic risk
register, enabling structured and continuous tracking of risk
exposures and the corresponding mitigation actions. This
process is further reinforced through periodic review forums
that monitor progress against mitigation plans, evaluate the
effectiveness of controls, and facilitate timely identification of
emerging risks.

The key risks identified and the mitigation measures
adopted by the Company have been discussed in detail in
the Management Discussion & Analysis Report, forming
part of this Annual Report. The Board confirms that, in its
opinion, the Risk Management framework currently in place
is adequate and that no risks have been identified which may
threaten the existence of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial
control systems commensurate with the scale and
complexity of its operations. The policies and procedures
adopted by the Company ensure the orderly and efficient
conduct of business, safeguarding of assets, prevention and
detection of frauds and errors, adequacy and completeness
of the accounting records, and timely preparation of reliable
financial information.

The internal control framework is further strengthened
through internal audit conducted by reputed external firm of
Chartered Accountants, covering selected functions such
as Human Resource, Logistics, material movement, legal
Compliances, SAP - IT ERP system and IT general controls.

The internal auditors carry out periodic audits in accordance
with the approved audit plan. The Audit Committee
periodically reviews the adequacy and effectiveness of
internal control systems and ensures that appropriate
corrective actions are implemented, wherever required. The
Company has also instituted robust Cause-Effect-Action
(CEA) mechanisms and escalation matrices to ensure timely
identification, assessment, and resolution of critical control
issues across functions.

WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

In Compliance with the provisions of Section 177 of the
Act read with rules framed thereunder and Regulation 22
of the Listing Regulations, as amended, the Company has
established a Whistle Blower Policy and Vigil Mechanism for
its Directors, employees and other stakeholders.

The mechanism provides a structured platform for reporting
concerns relating to breach of code of conduct, financial
irregularities, illegal or unethical practices, unethical
behaviour, actual or suspected fraud. Adequate safeguards
are built into the framework to protect whistle-blowers
against victimisation, and in appropriate cases, direct access
is provided to the Chairman of the Audit Committee.

The policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination
is made against any person. The Whistle Blower
Policy and Vigil Mechanism may be accessed on the
Company’s website at https://www.dalmiacement.com/
assets/pdf/ir/DBL_Whistle%20Blower%20Policy_21012026.
pdf.

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

Your Company is firmly committed to providing a work
environment where every individual is treated with dignity,
fairness, and respect. It maintains a zero-tolerance policy
towards any form of conduct that may constitute sexual
harassment at workplace and is dedicated to upholding
the dignity and well-being of all women employees within
the Company. The Human Resource and the Legal
functions, in collaboration with other departments, ensure
robust mechanism are in place for the prevention of sexual
harassment of women at workplace and for the timely
redressal of complaints, should they arise.

In accordance with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,

Prohibition & Redressal) Act, 2013, the Company has
formulated a comprehensive Anti-Sexual Harassment Policy
and constituted an Internal Complaints Committee (ICC) to
redress complaints received regarding sexual harassment at
the workplace.

No complaint was pending at the commencement of the
year, one complaint was received and resolved by the ICC
during the financial year 2025-26.

DISCLOSURE UNDER THE MATERNITY BENEFIT
ACT, 1961

During the year under review, the Company has been fully
compliant with all applicable provisions of the Maternity
Benefit Act, 1961.

LOANS, GUARANTEES, SECURITY AND
INVESTMENTS

Your Company has granted loans, provided guarantees,
furnished security and made investments in other Companies
with the requisite approval and in compliance with the
provisions of Section 186 of the Act. The details of such loans,
guarantees, securities, and investments are provided in note
no. 35 to the Standalone Financial Statements forming part
of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
TRANSACTIONS

The particulars of energy conservation, technology
absorption and foreign exchange earnings and outgo, in
terms of provisions of Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, are
provided in Annexure 5.

AUDITORS AND AUDITOR’S REPORT
A. Statutory Auditors and Audit Report

M/s Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013) were
appointed as the Statutory Auditors of the Company
(“Statutory Auditors”), at the 8^th Annual General
Meeting (‘AGM’) held on September 29, 2021, for a
period of five consecutive years, to hold office until the
conclusion of the ensuing AGM of the Company.

The Audit Report issued by the Statutory Auditors on
the Standalone Financial Statements of the Company
for the Financial Year ended March 31, 2026, does not
contain any qualification, reservation, adverse remark,
disclaimer or modified opinion. The notes forming part
of the standalone financial statements referred to in the
Auditors’ Report are self-explanatory and therefore,
do not call for any further comments or explanations.
Further, the Statutory Auditors have not reported any
matter under Section 143(12) of the Act during the year
under review.

Further, the Statutory Audit Report issued by the
Statutory Auditors on the Consolidated Financial
Statements of the Company for the Financial Year
ended March 31, 2026, also does not contain any
qualification, reservation, adverse remark, disclaimer
or modified opinion. However, the Statutory Auditors
in their report on the consolidated financial statements
have included Emphasis of Matters in relation to:

(a) i n respect of dispute between Company’s
subsidiary namely Dalmia Cement (Bharat) Limited
(DCBL) and Bawri Group (BG), shareholder of a
step-down subsidiary; and

(b) Release of mutual fund units to DCBL pursuant to
Hon’ble Supreme Court order, upon furnishing of
Bank Guarantee of Rs. 344 crore in Trial Court.

The aforesaid Emphasis of Matters have been
explained in Note Nos. 36(B) and 36(C) to the
Consolidated Financial Statements of the Company for
the financial year ended March 31, 2026, which are self¬
explanatory and do not call for any further comments
and explanation.

Further, with respect to the “Other Matter” reported in the
Audit Report on the consolidated Financial Statements
regarding consolidation of the financial statements of a
joint venture company based on management certified
financial information, it may be noted that the audit of
the said joint venture company is yet to be completed
and, accordingly, the consolidation has been carried out
on the basis of unaudited financial statements furnished
by its management. This is no material impact on the
Consolidated Financial Statements of the Company.

Re-appointment of Statutory Auditors

The present term of five (5) consecutive years of M/s
Walker Chandiok & Co LLP, Chartered Accountants
(Firm Regn. No. 001076N/N500013), as the Statutory
Auditors of the Company, shall conclude with the
conclusion of the ensuing AGM. Based on the
recommendation of the Audit Committee, the Board
of Directors, at its meeting held on May 23, 2026,
has recommended the re-appointment of M/s Walker
Chandiok & Co LLP as Statutory Auditors of the
Company for a second term of five (5) consecutive
years, commencing from the conclusion of the ensuing
AGM until the conclusion of 18^th AGM of the Company.

I n accordance with the provisions of Section 139
of the Act read with the Rules framed thereunder,
the Company has received a written consent from
M/s Walker Chandiok & Co LLP confirming their
willingness for re-appointment as the Statutory
Auditors of the Company for a second term of 5 years.

The Company has also received a certificate from
them confirming that they satisfy the eligibility criteria
prescribed under Section 141 of the Act and that their
proposed re-appointment, if approved, shall be in
compliance with the applicable provisions of the Act
and the Rules framed thereunder. Further, pursuant
to Regulation 33(1)(d) of the Listing Regulations, M/s
Walker Chandiok & Co LLP have confirmed that they
hold a valid Peer Review Certificate issued by the Peer
Review Board of the Institute of Chartered Accountants
of India (“ICAI”).

Accordingly, based on the recommendations of
the Board, a resolution seeking approval for the
reappointment of M/s. Walker Chandiok & Co. LLP
as Statutory Auditors of the Company is being placed
before the Members at the ensuing AGM.

B. Secretarial Auditor and their Report

Pursuant to Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
of the Listing Regulations, M/s Vikas Gera & Associates,
Company Secretaries (CP No. 4500 and Peer Review
No. S2007DE094600) (“Secretarial Auditor”) were
appointed as the Secretarial Auditors of the Company,
at the 12^th AGM of the Company held on June 30, 2025,
for a term of five (5) consecutive years commencing from
Financial Year 2025-26 up to Financial Year 2029-30.

The Secretarial Audit Report in Form MR-3 issued by
the Secretarial Auditors for the financial year 2025-26
is annexed to this report as Annexure 4. The said
report does not contain any qualification, reservation or
adverse remark.

Further, in compliance with the requirements of the
Listing Regulations, the secretarial audits of DCBL and
DCNEL, material unlisted subsidiaries of the Company,
were also conducted for the Financial Year 2025-26 by
their respective Secretarial Auditors. The Secretarial
Audit Reports of DCBL and DCNEL also do not contain
any qualification, reservation or adverse remark and are
annexed to this report as part of Annexure 4.

Further, in terms of Regulation 24A(2) of the Listing
Regulations, the Secretarial Auditors have issued
the Secretarial Compliance Report for the financial
year 2025-26.

The Secretarial Audit Reports of the Company,
DCBL and DCNEL, along with the Annual Secretarial
Compliance Report of the Company for Financial Year
2025-26, are also available on Company’s website
at www.dalmiabharat.com.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor
the secretarial auditor has reported to the Audit Committee,
under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its
officers or employees, the details of which would need to be
mentioned in this Report.

COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148 of the Act read with
Schedule VI thereto and the Companies (Cost Records and
Audit) Rules, 2014, the requirement relating to maintenance
of cost records and its audit is not applicable to the business
activities being carried out by the Company.

DEPOSITS

During the year under review, the Company has not accepted
any deposits.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS

There were no significant or material orders passed by the
Regulators or Courts or Tribunals which impact the going
concern status and the Company’s operations in the future.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed
as part of this report, affecting the financial position of the
Company, have occurred between March 31, 2026, and the
date of the report.

DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, neither any application was
made by the Company, nor any application was filed against
the Company under the Insolvency and Bankruptcy Code,
2016 (“IBC Code”). Further, no insolvency proceedings
under IBC are pending against or involving the Company
before the Hon’ble National Company Law Tribunal or any
other Courts or judicial authority.

NO DIFFERENCE IN VALUATION

During the year under review, the Company did not enter
into any one-time settlement with any banks or financial
institution. Accordingly, the disclosure relating to difference
between the amount of the valuation carried out at the time
of one-time settlement and the valuation undertaking while
availing the loan is not applicable to the Company.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors places on record its sincere
appreciation and gratitude to all stakeholders for their
continued support, trust and cooperation during the year
under review. The Board extends its heartfelt thanks to the
Government Authorities for their valuable guidance and
continued support; Financial Institutions and Banks for their
sustained financial assistance and strategic partnerships;
Customers for their trust and confidence in the Company;
Vendors and business partners for their unwavering support
and quality services; and Members for their continued
encouragement and active engagement with the Company.

The Board also acknowledges with deep appreciation the
dedication, commitment and invaluable contributions made
by the employees, executives, and workers of the Company
at all levels. Their relentless efforts, professionalism and
commitment to excellence continue to drive the Company’s
growth and success. The Company remains grateful to all its
stakeholders for being an integral part of its journey and for
their continued association and support.

For and on behalf of the Board of Directors

Yadu Hari Dalmia

Place: New Delhi Chairman

Dated: May 23, 2026 DIN:00009800

---

Mar 31, 2025

Your directors have pleasure in presenting their 12th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2024-25.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

FINANCIAL HIGHLIGHTS

(R in crore)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	202	130	13,980	14,691
Profit before finance costs, depreciation and tax	212	132	2,660	2,954
Less: Finance costs	1	4	399	386
Profit before depreciation and tax	211	128	2,261	2,568
Less: Depreciation and amortisation	6	5	1,331	1,498
Profit before share of profit/ (loss) in associate and joint venture and exceptional items	205	123	930	1,070
Add: Share of profit in associate and joint ventures	-	-	0	0
Less: Exceptional items (net)	-	-	113	-
Profit before tax from continuing operations	205	123	817	1,070
Tax expense:
Current tax	21	12	114	141
Deferred tax charge/ (credit)	(6)	(1)	76	131
Tax adjustments for earlier years	0	0	(72)	(56)
Total tax expense of continuing operations	15	11	118	216
Profit after tax for the year from continuing operations	190	112	699	854
Net profit/ (loss) for the year from discontinued operations	-	-	0	(1)
Profit for the year	190	112	699	853
Profit attributable to non controlling interest	-	-	16	27
Profit attributable to owners of the Parent	190	112	683	826
Other comprehensive income/ (loss)	16	5	463	72
Total comprehensive income	206	117	1,162	925
Basic EPS - Continuing operations	10.14	5.99	36.41	44.11
Basic EPS - Discontinued operations	-	-	0.01	(0.06)
Basic EPS	10.14	5.99	36.42	44.05
Retained earnings: Balance of profit for earlier years	316	371	6,386	5,693
Add: Profit for the year (attributable to owners of the Parent)	190	112	683	826
Add: Other comprehensive income/(loss) recognised in retained Earnings	-	2	(2)	-
Add: Adjustment due to change in shareholding in subsidiary	-	-	-	33
Add: Capital contribution transferred from non-controlling interest	-	-	-	3
Less: Dividends paid on equity shares	169	169	169	169
Retained earnings: Balance to be carried forward	337	316	6,898	6,386

OVERVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE

On a standalone basis, your Company recorded net revenue of R 202 crore for the FY 2024-25 registering a growth of 55.39 % as compared to the net revenue of R 130 crore in the FY 2023-24; Earnings before Finance Cost, Depreciation and Taxes stood at R 212 crore in FY 2024-25 as compared to R 132 crore in FY 202324 and earned profit before tax of R 205 crore during the FY 2024-25 as compared to R 123 crore profit earned in the FY 2023-24.

The consolidated performance of the Company, its subsidiaries, associates and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

Your Company achieved a sales volume growth by 2% in the financial year 2024-25 from 28.8 MnT to 29.4 MnT. On a consolidated basis, the net revenue reached R 13,980 crore, marking a de-growth of -4.8 % compared to the previous financial year''s net revenue of R 14,691 crore, there was a decline in the earnings before finance cost, depreciation, and taxes, which stood at R 2,954 crore in FY 2023-24, representing a decrease of 9.9 % compared to R 2,660 crore in FY 2024-25.

Due to this decline, the Company''s profit before tax in FY 2024-25 amounted to R 817 crore, indicating a de-growth of 23.6 % when compared to R 1,070 crore earned in the financial year 2023-24. Moreover, the profit after tax for FY 2024-25 reached R 699 crore, showing de-growth rate of 18.1 % compared to R 853 crore earned in FY 2023-24.

During the FY 2024-25, ICRA ESG Ratings Limited, a SEBI registered Category-I ESG Rating Provider, assigned [ICRA ESG] Combined Rating 78, Strong to the Company. The rating underscores Company''s status as one of the leaders in sustainability within the cement sector in India, integrating environmental considerations into its long-term strategic goals characterised by focus on emissions reduction, renewable energy integration while making continued efforts for water and biodiversity conservation and responsible waste management.

UPDATES ABOUT THE SUBSIDIARIES

(i) Dalmia Cement (Bharat) Limited

As at the close of the year, Dalmia Cement (Bharat) Limited (''DCBL''), wholly owned subsidiary of the Company, along with its subsidiaries, has enhanced its Cement capacity to 49.5 MnT; Clinker Capacity to 23.5 MnT; Solar Power capacity to 136 MW and West Heat Recovery System Power to 72 MW. During the year under review, DCBL has Commenced commercial production of its 2.5 MTPA Cement Grinding Capacities at Andhra Pradesh, Tamil Nadu and Bihar. DCBL also approved proposal to increase the overall Clinker capacity by 3.6 MnT and Cement capacity by 3 MnT at Belgaum.

Further, during the year DCBL entered into

following Agreements:

a) Share Purchase Agreement ("SPA"), Deed of Accession (''DOA'') and Power Purchase Agreement (''PPA'') on April 5, 2024, to acquire 18.13% of equity share capital of O2 Renewable Energy V Private Limited, to source wind power as a captive consumer for a capacity upto 11 MW located in the State of Karnataka. Addendums to aforesaid SPA and PPA were also executed on August 22, 2024 for acquisition of additional 7.31% equity share capital of O2 Renewable Energy V Private Limited. Consequently, pursuant to the aforesaid acquisition of additional equity, DCBL holds 25.44% of total equity share capital in O2 Renewable Energy V Private Limited.

b) Share Subscription and Shareholders''Agreement ("SSSA") and Solar Power Purchase Agreement ("SPPA") on June 7, 2024, to acquire 19.18% of equity share capital of Amplus Kaveri Solar Private Limited, to source solar power as a captive consumer for a capacity upto 45.20 MW located in the State of Maharashtra.

c) Share Subscription Agreement ("SSA"), Share Holders Agreement ("SHA") and Power Purchase Agreement ("PPA") on June 8, 2024, to acquire 26% of equity share capital and 26% of compulsory convertible debentures of Solarcraft Power India 23 Private Limited to source solar power as a captive consumer for a capacity upto 46.88 MW located in the State of Karnataka.

d) Share Subscription and Shareholders agreement (''SSSHA'') on September 3, 2024, to acquire 26% of equity share capital of Truere Surya Private Limited, to source solar power as a captive consumer for a capacity upto 128 MW located in the State of Tamil Nadu.

e) Share Subscription and Shareholders agreement (''SSSHA'') on September 18, 2024, to acquire 26% of equity share capital of Solsolis Solar Energy Solutions Private Limited, to source solar power as a captive consumer for a capacity upto 11.2 MW located in the State of Odisha.

f) Share Subscription and Shareholders agreement (''SSSHA'') on October 1, 2024, to acquire 25.38% of equity share capital of Bijlee Kandasamy Private Limited, to source solar power as a captive consumer for a capacity upto 11.00 MW located in the State of Tamil Nadu.

g) Share Purchase & Shareholders Agreement ("SPSA") on October 24, 2024, to acquire 5.39% of equity share capital of Atria Wind Power (Basavana Begawadi) Private Limited, to source wind power as a captive consumer for a capacity upto 6 MW located in the State of Karnataka.

h) Share Subscription and Shareholders agreement (''SSSHA'') on January 17, 2025, to acquire 26% of equity share capital of Solis Urja Energy Private Limited, to source solar power as a captive consumer for a capacity upto 7.0 MWp located in the State of Andhra Pradesh.

i) Share Subscription and Shareholders'' Agreement (''SSSHA'') on March 5, 2025, to acquire 34.52% of equity share capital of Kilavikulam Rajalakshmi Solar Power Developer Private Limited, to source solar power as a captive consumer for a capacity upto 10.00 MW located in the State of Tamil Nadu.

(ii) Dalmia Cement (North-East) Limited:

Dalmia Cement (North-East) Limited (formerly, Calcom Cement India Limited) (''DCNEL'') has successfully commenced commercial production of its 2.4 MTPA Increased Cement Grinding Capacity at Lanka, Distt. Hojai, Assam. With the commencement of commercial production of this 2.4 MTPA Increased Cement Grinding Capacity at Lanka, Distt. Hojai, Assam, the total cement manufacturing capacity of the Group stands increased to 49.5 MTPA.

During the year, the Hon''ble National Company Law Tribunal, Guwahati Bench ("NCLT") vide its Order dated February 21, 2025 ("Order"), approved the Scheme of Arrangement between Dalmia Cement (North East) Limited ("Transferee Company", a material subsidiary of the Company), Vinay Cement Limited ("Transferor Company", a subsidiary of the Company) and their respective shareholders and creditors ("Scheme"), involving demerger and transfer of the cement and mining business operation undertaking of the Transferor Company to the Transferee Company, with effect from the Appointed Date i.e. March 31, 2023 under Sections 230 to 232 of the Companies Act, 2013. The Scheme became effective on March 31, 2025. Both subsidiaries continue to remain subsidiaries of the Company post the Scheme becoming effective.

(iii) Dalmia Bharat Green Vision Limited:

Dalmia Bharat Green Vision Limited ("DBGVL"), a wholly owned subsidiary of the Company, approved proposal to commission new Cement Capacity of 3.0 MnT at Pune.

(iv) Re-Classification of Shareholders from Promoter Group to Public

During the beginning of FY 2024-25 the Company received requests from RHI Magnesita India Refractories Ltd. ("RHIMIRL", formerly known as Dalmia OCL Limited) and Dalmia GSB Refractories GmbH ("DGSB"), former wholly owned subsidiaries of Dalmia Bharat Refractories Limited ("DBRL", an entity belonging to Promoter Group), for reclassification from ''promoter and promoter group'' category to ''public'' category shareholders in accordance with Regulation 31A of the Listing Regulations, as DBRL had sold its entire stake in RHIMIRL and DGSB. The approval of Members was not required for such requests, since

the entities seeking re-classification did not hold any share or voting rights in the Company. The said requests were accordingly approved by the Board of Directors of the Company at its meeting held on April 24, 2024, and requisite applications, seeking approval for re-classification of aforesaid shareholders from ''Promoters and Promoter Group'' to ''Public'' category, were submitted to BSE Limited and National Stock Exchange of India Limited which are under consideration with both stock exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

DIVIDEND

During the year under review, the Board of Directors of the Company at its meeting held on October 19, 2024, declared an Interim dividend of R 4/- (@200%) per equity share having face value of R 2/- each. The interim dividend was paid to the shareholders on November 6, 2024.

The Board of Directors at its meeting held on April 23, 2025, has also recommended payment of R 5/- (@ 250%) per equity share having face value of R 2/- each as final dividend for the financial year ended March 31, 2025. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

Accordingly, the total dividend for the financial year 2024-25, including the proposed final dividend, amounts to R 9/- (@ 450%) per equity share having face value of R 2 each in consistency with the dividend of R 9/- (@450%) per equity share of the face value of R 2 each paid for the previous financial year 2023-24.

The dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at:

https://www.dalmiacement.com/assets/pdf/ir/Dividend-

Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

Your Directors have not proposed to transfer any amount to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and form an integral part of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A report containing the salient features of the financial statements of the Company''s subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2025 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

During the year under review, Dalmia Cement (Bharat) Limited (''DCBL'') and Dalmia Cement (North East) Limited (''DCNEL'') were material unlisted subsidiaries of the Company in terms of the Listing Regulations, as amended from time to time, and the Company''s Policy for determining material subsidiary. An Independent Director of the Company is also a Director on the Board of both material unlisted subsidiaries of the Company.

The said policy may be accessed at the Company''s website at https://www.dalmiacement.com/assets/pdf/ir/Policy-on-Material-Subsidiaries.pdf

As on March 31, 2025, the Company has 30 subsidiaries and 2 joint ventures. During the financial year 2024-25, there has been no addition or deletion of number of subsidiaries of the Company.

During the year the Company acquired more than 20% stake in the following power companies, however the Company does not exercise significant influence or control on decisions of these companies:

1. Solarcraft Power India 23 Private Limited

2. O₂ Renewable Energy V Private Limited

3. Bijlee Kandasamy Private Limited

4. Kilavikulam Rajalakshmi Solar Power Developer Private Limited

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Company''s website www.dalmiabharat.com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member

desirous of obtaining a copy of the same may write to the Company Secretary.

Number of Board Meetings

During the year under review, the Board of Directors of the Company met Five (5) times, i.e., on April 24, 2024, May 28, 2024, July 18, 2024, October 19, 2024 and January 21, 2025. The Board meetings are conducted in due compliance with and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

Directors and Key Managerial Personnel

I. Retirement by rotation and subsequent reappointment:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sh. Yadu Hari Dalmia (DIN: 00009800), Chairman and Non-Executive Director of the Company, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting (''AGM''), and being eligible, offers himself for reappointment. Appropriate resolution for his reappointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Sh. Yadu Hari Dalmia and other related information, as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meeting (SS-2), is appended in the Notice of AGM.

II. Appointment/Resignation/Cessation:

During FY 2024-25, Mr. Haigreve Khaitan (DIN: 00005290) joined the Board as an Independent Director w.e.f. April 1, 2024 for a term of five consecutive years. His appointment was duly approved by the shareholders at the 11th AGM held on June 28, 2024. In accordance with the provisions of Sections 2(51) and section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company during the year under review:

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & CEO

3. Mr. Dharmender Tuteja, Chief Financial Officer

4. Mr. Rajeev Kumar, Company Secretary

There was no other change in Directors or KMPs during the year under review, except as mentioned above.

III. Declaration of Independence from Independent Directors:

Your Company has received declarations from all the Independent Directors, namely Mr. Paul Heinz Hugentobler, Mrs. Anuradha Mookerjee, Mr. Anuj Gulati

and Mr. Haigreve Khaitan confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Listing Regulations and they have registered their names in the Independent Directors'' Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have submitted declarations that they have not been disqualified to act as a Director.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from the Management.

COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees of the Board namely (a) Audit Committee (b) Stakeholders'' Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee.

The details with respect to the compositions, number of meetings held during the financial year 2024-25 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

Apart from above, to ensure smooth operations, the Board constitutes several operational committees from time to time.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company inter alia lays down the constitution and role of the Nomination and Remuneration Committee and provides framework for appointment, resignation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management. The Policy has been framed with the following objectives:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

b. to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

c. to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

d. to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and

motivate directors and employees to effectively and qualitatively discharge their responsibilities;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

iii. Align the growth of the Company and development of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent by the Company; and

e. to ensure diversity of the Board of the Company.

The Policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy of the Company can be accessed at https://www.dalmiacement.com/assets/pdf/ir/DBL-Nomination-and-Remuneration-Policy.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2024-25.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the Management outside Board/ Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2024-25.

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.

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure 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 as amended from time to time are provided in the prescribed format and is attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

None of the Directors (including Managing Director and CEO) received any remuneration from the subsidiaries of the Company, except (i) sitting fees for attending meetings of their Board & Committees; and (ii) remuneration to Mr. Yadu Hari Dalmia as an Advisor of Dalmia Cement (Bharat) Limited.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 2024-25 forms an integral part of this Annual Report. Requisite certificates from M/s Vikas Gera & Associates, Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance and that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority, are also attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has allotted 17,532 equity shares of R 2/- each to certain eligible employees pursuant to exercise of stock options by them under DBL ESOP Scheme 2018. As of March 31, 2025, the Issued, Subscribed and Paid-up equity share capital of the Company was R 37.51 crore constituting of 18,75,65,161 equity shares of R 2/- each.

EMPLOYEES’ STOCK OPTION SCHEME

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i.e. "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the "DBL ESOP Scheme 2018" of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company''s website at https://www.dalmiacement.com/assets/ pdf/shareholder-Information/ESOP/fy25/DBL%20ESOP%20 Disclosure%20as%20on%20March%2031.%202025.pdf

A certificate from the Secretarial Auditor of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder''s resolution will be made available electronically for inspection by the members during the AGM.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2025 is available on the Company''s website at https://www.dalmiacement.com/ assets/pdf/shareholder-Information/annual-return/DBL%20 Annual%20Return%202024-2025.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Group has been following the concept of giving back and sharing with the under privileged sections of the society for more than eight decades. The CSR of the Group is based on the principal of Gandhian Trusteeship. For over eight decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our CSR policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Board of Directors of your Company has formulated and adopted a policy on CSR. The said policy can be accessed at https://www.dalmiacement.com/assets/pdf/ir/Corporate-Social-Responsibilitv-Policy.pdf. Since the Company has brought forward excess CSR spending of R 3.51 crore from previous years, during the year under review, the Company has set off the same against the spending requirement of R 80.28 Lakhs, being 2% of the average net profits of last three financial years. As a result, the excess amount spent would be carried forward for set off in next financial year(s).

The annual report on CSR activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent around R 19 crore in FY 2024-25 towards CSR.

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

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

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature including the transactions where the subsidiary(ies) of the Company is a party, but the Company is not a party, except transaction with or amongst wholly owned subsidiaries.

During the year, Dalmia Cement (Bharat) Limited, a materially wholly owned subsidiary has provided corporate guarantee to another materially wholly owned subsidiary, Dalmia Cement (North East) Limited to secure the loans raised by it from its bankers for R 1,700 Crore. The same being the material related party transaction under Regulation 23 of the Listing Regulations, was approved by shareholders at the 11th AGM of the Company,

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said policy is available on Company''s website at https://www.dalmiacement.com/assets/pdf/ir/Policy%20 on%20Related%20Party%20Transactions 2025.pdf

RISK MANAGEMENT

Your company has meticulously designed a robust Risk Management Framework to proactively identify, assess, and mitigate risks. This framework serves as a strategic shield, enabling the Company to navigate uncertainties effectively. Key features include:

• Risk Identification: Rigorous processes allow us to identify potential risks across various dimensions.

• Risk Assessment: We evaluate risks based on their impact and likelihood, ensuring a comprehensive understanding.

• Risk Mitigation: Adequate measures are implemented to minimize adverse effects.

• Monitoring and Reporting: Regular monitoring ensures timely intervention, and transparent reporting keeps stakeholders informed.

The Risk Management Committee (RMC) plays a pivotal role in overseeing risk-related activities. Key responsibilities of RMC include:

• Monitoring and Review: The committee continuously monitors and reviews our risk management plan and processes.

• Holistic Approach: It addresses a wide spectrum of risks, including strategic, financial, liquidity, security (including cyber security), regulatory, legal, and reputational risks.

• Policy Formulation: The committee ensures the existence of a robust Risk Management Policy that guides our risk mitigation efforts.

Your Company has appointed a Chief Risk Officer (CRO) who spearheads risk management initiatives. The CRO collaborates with business units, assesses risk exposure, and recommends appropriate actions.

Our approach to risk assessment follows a systematic procedure:

1. Identification: We proactively identify major risks across the organization.

2. Classification: Risks are categorized based on their significance and likelihood.

3. Prioritization: We prioritize risks to allocate resources effectively.

We assure our stakeholders that there are no elements of risk that, in the opinion of the Board, threaten the existence of the company. Our commitment to sound risk management practices ensures continuity and resilience.

For detailed insights into our risk management practices, please refer to the Corporate Governance Report, which is an integral part of this Annual Report.

This comprehensive overview underscores our commitment to prudent risk management and strategic resilience. We appreciate the collective efforts of our teams and stakeholders in safeguarding our organization''s future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions such as Human Resource, Logistics, material movement, legal Compliances, SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control

systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations as amended from time to time, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www. dalmiacement.com/assets/pdf/ir/DBL-Whistleblower-Policy-Vigil-Mechanism.pdf.

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

Your Company is committed to ensure that all are treated with dignity and respect. Company has zero tolerance towards any action of any executive which may fall under the ambit of ''Sexual Harassment'' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Human Resources and the Legal department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2024-25, four complaints were received and disposed of by the ICC.

LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Your Company has given loans and guarantees, provided security and made investments in other Companies with the requisite approval and in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no. 35.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

The particulars of energy conservation and technology absorption in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, of the Company on stand-alone basis, are nil. The relevant information on consolidated basis is provided in Management Discussion and Analysis Report and Business Responsibility and Sustainability Report.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Foreign Exchange earnings and outgo		(R in crore)
Foreign Exchange	2024-2025	2023-2024
Earnings	Nil	Nil
Outgo	0.36	0.03

AUDITORS AND AUDITOR’S REPORT A. Statutory Auditors and their report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) Profit before tax from continuing operations for the financial year ended March 31, 2025 was lower by R 153 Crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (b) in respect of dispute between one of the Company''s subsidiary

namely Dalmia Cement (Bharat) Limited (DCBL) and Bawri Group (BG) shareholder of a step down subsidiary. (c) Release of mutual fund units to DCBL pursuant to Hon''ble Supreme Court order, upon furnishing of Bank Guarantee of R 344 Crore in Trial Court; and (d) Provisional Order of Attachment (POA) against certain land parcels of the DCBL by the Directorate of Enforcement (''ED'') under the Prevention of Money Laundering Act, 2002 (''PMLA'').

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(ii), 6(i)(a), 36(B), 36(C) and 36(E) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2025, which are self-explanatory and do not call for any further comments and explanation.

With respect to the report of the Statutory Auditors on the consolidated financial statements, regarding disclosure made under the heading other matters, with respect to consolidation of management certified financial statements of a joint venture company; it may be noted that since the audit of the said joint venture company is yet to be completed, the consolidation is made based on the unaudited financial statements furnished by its management. This has no material impact on the financial statement.

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s Vikas Gera & Associates, Company Secretaries, as the Secretarial Auditor for the Financial Year 2024-25.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report in Form MR-3 of the Company for the FY 2024-25 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report. The Secretarial Auditor has also issued the Secretarial Compliance Report for the FY 2024-25, required to be filed with Stock Exchanges under Regulation 24A of the Listing Regulations.

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited, material unlisted subsidiaries of the Company during FY 2024-25, has also been carried out. Copy of Secretarial Audit Report(s) of said material subsidiaries is available on Company''s website at www.dalmiabharat.com and are also attached and marked as Annexure - 4.

Further, in terms of the amended Regulation 24A of the Listing Regulations, M/s Vikas Gera & Associates, Company Secretaries (CP No. 4500), a peer reviewed firm (Peer Review No. S2007DE094600), have been recommended by the Board for appointment as the Secretarial Auditors of the Company, for a term of five consecutive years, beginning from FY 2025-26, for the approval by the shareholders of the Company at the ensuing 12th Annual General Meeting.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried on by the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposits.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company, have occurred between March 31, 2025 and the date of the report.

NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors wishes to extend heartfelt gratitude to various stakeholders who have contributed significantly during the past year. We deeply appreciate the unwavering support and cooperation received from Government Authorities for their guidance and regulatory framework have been instrumental in our operations; Financial Institutions and Banks for their financial backing and strategic partnerships have strengthened our position; Customers for their trust and loyalty drive our commitment to excellence; Vendors for their reliability and quality services have been invaluable and Members for their active participation and engagement enrich our corporate community. Additionally, we acknowledge the dedicated efforts of our executives, staff, and workers. Their tireless commitment ensures our continued success. Thank you for being an integral part of our journey.

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Mar 31, 2024

The directors have pleasure in presenting their 11th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2023-24.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

FINANCIAL HIGHLIGHTS

	(Rs. in Crore) Standalone Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	130	132	14,691	13,552
Profit before finance costs, depreciation and tax	132	214	2,954	2,454
Less: Finance costs	4	3	386	234
Profit before depreciation and tax	128	211	2,568	2,220
Less: Depreciation and amortisation	5	6	1,498	1,305
Profit before share of profit/(loss) in associate and joint venture and exceptional items	123	205	1,070	915
Add: Share of profit in associate and joint ventures	-	-	0	554
Less: Exceptional items (net)	-	-	-	144
Profit before tax from continuing operations	123	205	1,070	1,325
Tax expense:
Current tax	12	11	141	32
Deferred tax charge/(credit)	(1)	(1)	131	239
Tax adjustments for earlier years	0	(0)	(56)	(29)
Total tax expense of continuing operations	11	10	216	242
Profit after tax for the year from continuing operations	112	195	854	1,083
Net profit/(loss) for the year from discontinued operations	-	-	(1)	(4)
Profit for the year	112	195	853	1,079
Profit attributable to non controlling interest	-	-	27	44
Profit attributable to owners of the Parent	112	195	826	1,035
Other comprehensive income/(loss)	5	(185)	72	(1,313)
Total comprehensive income	117	10	925	(234)
Basic EPS - Continuing operations	5.99	10.41	44.11	55.44
Basic EPS - Discontinued operations	-	-	(0.06)	(0.22)
Basic EPS	5.99	10.41	44.05	55.22
Retained earnings: Balance of profit for earlier years	371	344	5,693	4,825
Add: Profit for the year (attributable to owners of the Parent)	112	195	826	1,035
Add: Other comprehensive income/(loss) recognised in retained earnings	2	1	-	2
Add: Capital contribution transferred from non-controlling interest	-	-	33	-
Add: Adjustment due to change in shareholding in subsidiary	-	-	3	-
Less: Dividends paid on equity shares	169	169	169	169
Retained earnings: Balance to be carried forward	316	371	6,386	5,693

OVERVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE

On a standalone basis, your company recorded net revenue of 1130 crore for the FY 2023-24 registering a marginal decline of 1.5% as compared to the net revenue of 1132 crore in the FY 202223; Earnings before Finance Cost, Depreciation and Taxes stood at 1132 crore in FY 2023-24 as compared to 1214 crore in FY 2022-23 and earned profit before tax of 1123 crore during the FY 2023-24 as compared to 1205 crore profit earned in the FY 2022-23.

The consolidated performance of the Company, its subsidiaries, associates and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

Your company maintained growth momentum in the financial year 2023-24. On a consolidated basis, the net revenue reached 114,691 crore, marking a notable growth of 8.4% compared to the previous financial year''s net revenue of 113,552 crore. There was an increase of 20.4% in the earnings before finance cost, depreciation, and taxes, which stood at 12,954 crore in FY 202324, compared to 12,454 crore in FY 2022-23.

95.40%. Further, the voting rights of DCBL in DCNEL have increased from 76.00% to 95.28%.

(iii) Dalmia Bharat Green Vision Limited:

Dalmia Bharat Green Vision Limited (DBGVL), a wholly owned subsidiary of DCBL was incorporated to set up three green field cement projects in Tuticorin, South Chennai and North Bihar. Initially proposed to add 5.5 MnTPA cement capacity. The North Bihar project with capacity of 2.5 MnTPA is deferred for the time-being. DBGVL has commenced commercial production at the new greenfield cement grinding unit at Sattur, Tamil Nadu. The said grinding unit is called as Meenakshi Cement Works (MCW) having capacity of 2.00 MTPA.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

DIVIDEND

The Board of Directors at their meeting held on April 24, 2024, has recommended payment of 15/- (@ 250%) per equity share of the face value of 12/- each as final dividend for the financial year ended March 31, 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

During the year under review, the Board of Directors of the Company at their meeting held on October 14, 2023, also declared an Interim dividend of 14/- (@200%) per equity share of the face value of 12/- each. The interim dividend was paid to the shareholders on October 31, 2023.

The total dividend for the financial year 2023-24, including the proposed final dividend, amounts to 19/- (@ 450%) per equity share of the face value of 12 each in consistency with the dividend of 19/- (@450%) per equity share of the face value of 12 each paid for the previous financial year 2022-23.

In view of the provisions of the Income-tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at:

https://www.dalmiacement.com/wp-content/themes/DalmiaCement/

assets/pdf/dbl-industries/Dividend-Distribution-Policy.pdf

The profit before tax (continuing operations) in FY 2023-24 amounted to 11,070 crore, indicating a decline of 19.2% when compared to the 11,325 crore earned in the financial year 2022-23. Moreover, the profit after tax for FY 2023-24 reached 1853 crore, showing a decline rate of 20.9% compared to the 11,079 crore earned in FY 2022-23

UPDATES ABOUT THE SUBSIDIARIES(i) Dalmia Cement (Bharat) Limited

As at the close of the year, Dalmia Cement (Bharat) Limited (''DCBL''), wholly owned subsidiary of the Company, has enhanced its Cement capacity to 44.6 MnT; Clinker Capacity to 22.6 MnT; Solar Power capacity to 113 MW and West Heat Recovery System Power to 72 MW. During the year under review, DCBL has commenced commercial production of its cement griding capacity of 0.9 MTPA at BGM unit, 0.6 MTPA at BCW unit and 2.5 MTPA at JCW unit. Further, the clinkerisation capacity of 0.5 MTPA was increased at Ariyalur unit,

0.2 MTPA was increased at Dalmiapuram unit and 0.2 MTPA at Belgaum unit.

In a bid to exit from the non-core business areas, on April 25, 2023, DCBL has sold its entire investment of 1,87,23,743 equity Shares of 110 each (42.36% of share capital) of Dalmia Bharat Refractories Limited (DBRL), an associate company, at a consideration of 1800 crore to M/s Sarvapriya Healthcare Solutions Private Limited (Sarvapriya), a promoter group Company. Sarvapriya had paid 1160 crore (20%) immediately on signing the contract and one tranche of NCD of 1320 crore (40%) plus due interest of redemption was received during the year. The 2nd tranche of 1320 crore (40%) are due for redemption in September 2024.

DCBL, has entered into Share Purchase Agreement (SPA), Deed of Accession (DOA) and Power Purchase Agreement (PPA) on April 5, 2024, to acquire 18.13% of equity share capital of O2 Renewable Energy V Private Limited, consisting of 68,99,293 equity shares aggregating to 17,80,99,997/-(Rupees Seven crore Eighty Lakh Ninety-Nine Thousand Nine Hundred and Ninety-Seven only), in one or more tranches to source wind power as a captive consumer for a capacity upto 11 MW located in the State of Karnataka.

(ii) Dalmia Cement (North-East) Limited (‘Formerly known as Calcom Cement India Limited):

Dalmia Cement (North-East) Limited (formerly, Calcom Cement India Limited) (''DCNEL'') has approved capital expenditure to the tune of 13,858 crore for setting up of (a) new clinkerisation unit of 3.6 MTPA at its Umrangso unit (b) new cement grinding unit of 2.4 MTPA at its Lanka unit, and (c) capacity expansion at existing clinkerisation unit at Lanka. DCNEL is a stepdown subsidiary of the Company and subsidiary of DCBL.

DCBL has made further investment by subscribing to 153 crore equity shares of 110 each offered by DCNEL on a rights basis at an investment value of 11,530 crore. With the said allotment, the shareholding of DCBL in DCNEL has increased from 66.70% to 92.83%, and the shareholding of DCBL (with its subsidiaries) in DCNEL has increased from 78.93% to

TRANSFER TO GENERAL RESERVES

Your Directors have not proposed to transfer any amount to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and form an integral part of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A report containing the salient features of the financial statements of the Company''s subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2024 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

During the year under review, Dalmia Cement (Bharat) Limited (''DCBL'') is the material unlisted subsidiaries of the Company in terms of the Listing Regulations as amended from time to time and the Company''s Policy for determining material subsidiary. In terms of the provisions of the Listing Regulations , DCBL continues to be material unlisted subsidiary of the Company during the year under review. Further, from FY 2024-25 , Dalmia Cement (North-East) Limited also became material unlisted subsidiary.

The said policy may be accessed at the Company''s website at https://www.dalmiacement.com/wp-content/themes/ DalmiaCement/assets/pdf/dbl-industries/Policy-on-Material-Subsidiaries.pdf

As on March 31, 2024, the Company has 30 subsidiaries (Including 1 LLP), and 2 joint ventures. During the financial year 2023-24, there has been no addition or deletion of number of subsidiaries of the Company. However, 5 Companies ceased to be associate of the Company on April 25, 2023.

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Company''s website www.dalmiabharat.com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member desirous of obtaining a copy of the same may write to the Company Secretary.

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met Seven (7) times, i.e., on April 25, 2023, May 26, 2023, July 20, 2023, August 29, 2023, October 14, 2023, December 05, 2023, and January 24, 2024. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNELI. Change in Board composition:

During the year under review, the tenure of 3 Independent Directors viz. Mr. Pradip Kumar Khaitan, Mrs. Sudha Pillai and Mr. Virendra Singh Jain ended on October 14, 2023.

In order to maintain the composition of the Board, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company has appointed -

1. Mr. Paul Heinz Hugentobler and Mrs. Anuradha Mookerjee as Independent Directors effective from July 1, 2023. The shareholders at their Annual General Meeting of the Company held on June 30, 2023 approved their appointments.

2. Mr. Anuj Gulati as Independent Director of the Company effective from October 14, 2023. The shareholders through Postal Ballot resolution, passed on January 12, 2024, approved his appointment.

3. Mr. Haigreve Khaitan as Independent Director of the Company effective from April 1, 2024. The agenda for obtaining the approval of shareholders has been included in the Notice of ensuing Annual General Meeting.

II. Retirement by rotation and subsequent re-appointment:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Dr. Noddodi Subrao Rajan, Non-Executive Director of the Company, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible offers himself for reappointment. Appropriate resolution for his reappointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Dr. Rajan and other related information as stipulated under Regulation 36 (3) of the Listing Regulations, is appended in the Notice of AGM.

III. Appointment/Resignation/Cessation:

In accordance with the provisions of Sections 2(51) and section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the following were the Key Managerial Personnel of the Company as on March 31, 2024

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & CEO*

3. Mr. Dharmender Tuteja, Chief Financial Officer

4. Mr. Rajeev Kumar, Company Secretary

*Mr. Puneet Yadu Dalmia, has also been appointed as the Managing Director and CEO of Dalmia Cement (Bharat) Limited (''DCBL''), wholly owned subsidiary of the Company with effect from December 8, 2023. The Board of Directors of the Company had accorded their approval for the holding such office in DCBL under Section 203 of the Companies Act, 2013, in addition to his position as Managing Director & CEO in the Company.

IV. Declaration of Independence from Independent Directors:

Your Company has received declarations from all the Independent Directors namely, Mr. Paul Heinz Hugentobler, Mrs. Anuradha Mukerjee, Mr. Anuj Gulati, and Mr. Haigreve Khaitan confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the Listing Regulations and they have registered their names in the Independent Director''s Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees, namely (a) Audit Committee

(b) Stakeholders'' Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee.

The details with respect to the compositions, number of meetings held during the financial year 2023-24 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

Apart from above, the Board constitutes several operational committees from time to time.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective -

(a) To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

(b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

(c) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

(d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) Align the growth of the Company and development of employees and accelerate the performance;

(iv) to adopt best practices to attract and retain talent by the Company; and

(e) to ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https:// www.dalmiacement.com/wp-content/uploads/2023/06/2.-DBL-Nomination-and-Remuneration-Policy.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2023-24.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) In preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the Audit Committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

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.

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure 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 as amended from time to time are provided in the prescribed format and is attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing

remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission, except sitting fees for attending meetings and Mr. Yadu Hari Dalmia as Advisor, from the Subsidiary Company of your Company.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 202324 forms an integral part of this Annual Report. The requisite certificate from Mr. R Venkatasubramanian , Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is also attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has allotted 67,268 equity shares of 12/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post such allotment of shares, the Issued, Subscribed and Paid up equity share capital of the Company is 137.51 crore constituting of 18,75,47,629 equity shares of 12/- each.

EMPLOYEES’ STOCK OPTION SCHEME

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the "DBL ESOP Scheme 2018" of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/ uploads/2024/05/DBL-ESOP-Disclosure-as-on-March-31-2024.pdf

A certificate from the Secretarial Auditor of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder''s resolution will be made available electronically for inspection by the members during the AGM.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2024 is available on the Company''s website at https://www.dalmiacement.com/wp-content/uploads/2024/06/ DBL-Annual-Return-2023-2024.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Group has been following the concept of giving back and sharing with the under privileged sections of the society for more than eight decades. The CSR of the Group is based on the principal of Gandhian Trusteeship. For over eight decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our CSR policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Board of Directors of your Company has formulated and adopted a policy on CSR. The said policy can be accessed at: https://www. dalmiacement.com/wp-content/uploads/2022/09/Corporate-Social-Responsibilitv-Policv.pdf

The Company has excess amount spent of 11.70 crore carried forward from the last year and during the year under review, the Company has spent an aggregate amount of 12.54 crore towards CSR activities as against the spending requirement of 183.37 lakh, being 2% of average net profit. As a result, the excess amount spent would be carried forward for set off in next financial year(s).

The annual report on CSR activities containing composition of CSR Committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent 122 crore in FY 2023-24 towards CSR.

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

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

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions exceeding the prescribed threshold limit which are repetitive in nature including the transactions where the subsidiary(ies) of the Company is a party, but the Company is not a party, except transaction with or amongst wholly owned subsidiaries.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations, Dalmia Cement (North-East) Limited ("DCNEL"), a step down subsidiary of the Company has requested Dalmia Cement (Bharat) Limited (DCBL), a subsidiary to provide Corporate Guarantee for their Bank borrowings for an amount upto 11700 crore, which is a material related party transaction and hence the same has been put up before the shareholders for their prior approval.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said policy is available on Company''s website at https://www. dalmiacement.com/wp-content/uploads/2022/09/Policy-on-Related-Party-Transactions.pdf

RISK MANAGEMENT

Your company has meticulously designed a robust Risk Management Framework to proactively identify, assess, and mitigate risks. This framework serves as a strategic shield, enabling the Company to navigate uncertainties effectively. Key features include:

• Risk Identification: Rigorous processes allow us to identify potential risks across various dimensions.

• Risk Assessment: We evaluate risks based on their impact and likelihood, ensuring a comprehensive understanding.

• Risk Mitigation: Adequate measures are implemented to minimise adverse effects.

• Monitoring and Reporting: Regular monitoring ensures timely intervention, and transparent reporting keeps stakeholders informed.

The Risk Management Committee (RMC) plays a pivotal role in overseeing risk-related activities. Key responsibilities of RMC include:

• Monitoring and Review: The Committee continuously monitors and reviews our risk management plan and processes.

• Holistic Approach: It addresses a wide spectrum of risks, including strategic, financial, liquidity, security (including cyber security), regulatory, legal, and reputational risks.

• Policy Formulation: The Committee ensures the existence of a robust Risk Management Policy that guides our risk mitigation efforts.

Your Company has appointed a Chief Risk Officer (CRO) who spearheads risk management initiatives. The CRO collaborates with business units, assesses risk exposure, and recommends appropriate actions.

Our approach to risk assessment follows a systematic procedure:

1. Identification: We proactively identify major risks across the organisation.

2. Classification: Risks are categorised based on their significance and likelihood.

3. Prioritisation: We prioritise risks to allocate resources effectively.

We assure our stakeholders that there are no elements of risk that, in the opinion of the Board, threaten the existence of the company. Our commitment to sound risk management practices ensures continuity and resilience.

For detailed insights into our risk management practices, please refer to the Corporate Governance Report, which is an integral part of this Annual Report.

This comprehensive overview underscores our commitment to prudent risk management and strategic resilience. We appreciate the collective efforts of our teams and stakeholders in safeguarding our organization''s future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions such as Human Resource, Logistics, material movement, legal Compliances, SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations as amended from time to time, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against

victimisation to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/themes/ DalmiaCement/assets/pdf/dbl-industries/Whistleblower-Policy-and-Vigil-Mechanism.pdf

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

Your Company is committed to ensure that all are treated with dignity and respect. Company has zero tolerance towards any action of any executive which may fall under the ambit of ''Sexual Harassment'' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Human Resource and the Legal department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2023-24. One Complaint was received during the year which stands disposed off as on date of this report.

LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Your Company has given loans and guarantees, provided security and made investments in other Companies with the requisite approval and in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no 35.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Foreign Exchange earnings and outgo

(H in crore)
Foreign Exchange	2023-2024	2022-2023
Earnings	Nil	Nil
Outgo	0.03	2.67

AUDITORS AND AUDITOR’S REPORT A. Statutory Auditors and their report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) Profit before tax from continuing operations for the financial year ended March 31, 2024 was lower by 1203 crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (b) in respect of dispute between one of the Company''s subsidiary namely Dalmia Cement (Bharat) Limited (DCBL) and Bawri Group (BG) shareholder of a step down subsidiary. During the year, Arbitral Tribunal has passed the Award according to which DCBL has to pay 130 crore along with interest and cost of arbitration amounting to 116 crore to BG. The Award has further rejected DCBL''s claim of refund of 159 crore in respect of investment in optionally redeemable convertible debentures and awarded to transfer 0.01% equity in Saroj Sunrise Private Limited (a BG Group company) against it. Based on the legal opinion, DCBL has challenged the above arbitral award before the Hon''ble Delhi High Court. The Court has stayed the operation and execution of the Award qua the amounts awarded against DCBL subject to deposit of certain amounts with the Court, which deposit has been made. Management is of the view that no adjustments are required towards the interest, charges and impairment of investment in these consolidated financial Statements; (c) Release of mutual fund units to DCBL pursuant to Hon''ble Supreme Court order, upon furnishing of Bank Guarantee of 1344 crore in Trial Court; and (d) accounting of the scheme(s) from the appointed dates being April 1, 2019 and April 1, 2020, respectively as approved by the National Company Law Tribunal, though the schemes has become

effective on March 1, 2022 and restatement of comparative for the previous year by the management of DCBL.

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(ii), note no. 37(B) ; note no. 9(i)(2) and note no 54 of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2022, which are self-explanatory and do not call for any further comments and explanation.

With respect to the report of the Statutory Auditors on the consolidated financial statements, regarding disclosure made under the heading other matters, with respect to consolidation of management certified financial statements of a joint venture company; it may be noted that since the audit of the said joint venture company is yet to be completed, the consolidation is made based on the unaudited financial statements furnished by its management. This has no material impact on the financial statement.

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2023-24.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 2023-24 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s), however they have highlighted in their report that National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as per SEBI Circular no SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), issued notice to the alleged violation of Regulation 17(1) of the SEBI Listing Regulations pertaining to composition of Board of Directors and imposing fine aggregating to 17.80 lakh. The Company had paid the fines of H 10.10 lakh calculated upto 23rd January, 2024, under protest and submitted application for waiver to NSE and BSE, which has since been rejected. The Company is exploring further course of action.

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited, material subsidiaries, has also been carried out. Copy of Secretarial Audit Report(s) of said material subsidiaries is available at Company''s website at www.dalmiabharat.com.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as

prescribed under the provisions of Section 148(1) of the Companies

Act, 2013 are not applicable for the business activities carried out

by the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposits under Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2024 and the date of the report.

NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors wishes to extend heartfelt gratitude to various stakeholders who have contributed significantly during the past year. We deeply appreciate the unwavering support and cooperation received from Government Authorities for their guidance and regulatory framework have been instrumental in our operations; Financial Institutions and Banks for their financial backing and strategic partnerships have strengthened our position; Customers for their trust and loyalty drive our commitment to excellence; Vendors for their reliability and quality services have been invaluable and Members for their active participation and engagement enrich our corporate community. Additionally, we acknowledge the dedicated efforts of our executives, staff, and workers. Their tireless commitment ensures our continued success. Thank you for being an integral part of our journey.

---

Mar 31, 2023

Your Directors have pleasure in presenting their 10th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2022-23.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

FINANCIAL HIGHLIGHTS

Particulars	Standalone		('' Crore) Consolidated
	2022-23	2021-22	2022-23	2021-22*
Revenue from operations	132	135	13,540	11,286
Profit before finance costs, depreciation and tax	214	235	2,454	2,586
Less: Finance costs	3	4	234	202
Profit before depreciation and tax	211	231	2,220	2,384
Less: Depreciation and amortisation	6	6	1,305	1,235
Profit before share of profit/ (loss) in associate and joint venture and exceptional items	205	225	915	1,149
Add: Share of profit in associate and joint ventures	-	-	554	5
Less: Exceptional items (net)	-	30	144	2
Profit before tax from continuing operations	205	195	1,325	1,152
Tax expense:
Current tax	11	6	32	25
Deferred tax charge/ (credit)	(1)	(5)	239	279
Tax adjustments for earlier years	(0)	11	(29)	11
Total tax expense of continuing operations	10	12	242	315
Profit after tax for the year from continuing operations	195	183	1,083	837
Net profit/ (loss) for the year from discontinued operations	-	-	(4)	8
Profit for the year	195	183	1,079	845
Profit attributable to non controlling interest	-	-	44	29
Profit attributable to owners of the Parent	195	183	1,035	816
Other comprehensive income/ (loss)	(185)	383	(1,313)	1,815
Total comprehensive income	10	566	(234)	2,660
Basic EPS - Continuing operations	10.41	9.75	55.44	43.15
Basic EPS - Discontinued operations	-	-	(0.22)	0.45
Basic EPS	10.41	9.75	55.22	43.60
Retained earnings: Balance of profit for earlier years	344	263	4,825	3,641
Add: Profit for the year (attributable to owners of the Parent)	195	183	1,035	816
Add: Transfer from debenture redemption reserve	-	-	0	19
Add: Other comprehensive income/ (loss) recognised in retained earnings	1	(2)	2	(2)
Add: Transfer of realised gain on sale of equity instruments through other comprehensive income	-	-	-	460
Less: Transfer to debenture redemption reserve	-	-	0	(0)
Less: Share of deemed capital contribution transferred to non-controlling interest	-	-	-	9
Less: Dividends paid on equity shares	169	100	169	100
Retained earnings: Balance to be carried forward	371	344	5,693	4,825
* Restated, refer note 59(b) of consolidated financial statements.

OVERVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE

On a standalone basis, your company recorded net revenue of '' 132 crore for the FY 2022-23 registering a marginal decline of 2.55% as compared to the net revenue of ''135 crore in the FY 2021-22; Earnings before Finance Costs, Depreciation and Taxes stood at '' 214 crore in FY 2022-23 as compared to ''235 crore in FY 2021-22 and earned profit before tax of ''205 crore during the FY 2022-23 as compared to ''195 crore profit earned in the FY 2021-22.

The consolidated performance of the Company, its subsidiaries, associate and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

Your company achieved a significant milestone in the financial year 2022-23. On a consolidated basis, the net revenue reached ''13,540 crore, marking a notable growth of 20% compared to the previous financial year''s net revenue of ''11,286 crore. However, there was a slight decline in the earnings before finance costs, depreciation, and taxes, which stood at ''2,454 crore in FY 2022-23, representing a decrease of 5.11% compared to ''2,586 crore in FY 2021-22.

Despite this decline, the company performed well in terms of profit. The profit before tax in FY 2022-23 amounted to ''1,325 crore, registering a growth of 15.02% when compared to ''1,152 crore earned in the financial year 2021-22. Moreover, the profit after tax for FY 2022-23 reached ''1,079 crore, showing an impressive growth rate of 27.69% compared to ''845 crore earned in FY 2021-22.

UPDATES ABOUT THE SUBSIDIARIES(i) Composite Scheme of Murli Industries Limited

The Composite Scheme of Arrangement and Amalgamation, approved and sanctioned by the Honorable National Company Law Tribunal, Chennai Bench, through its Order(s) dated June 10, 2022, involved the following steps:

(a) Demerger: The Paper and Solvent Extraction Undertakings of Murli Industries Limited were demerged into two wholly owned subsidiaries of Dalmia Cement (Bharat) Limited (''DCBL''), namely Ascension Mercantile Private Limited and Ascension Multiventures Private Limited.

(b) Amalgamation: Subsequently, Murli Industries Limited having remaining business was amalgamated with DCBL.

The implementation of this Composite Scheme took effect from July 1, 2022, with the appointed date being March 31, 2020 (at close of business hours). As a result of the Scheme''s implementation, Murli Industries Limited merged with DCBL.

(ii) Amalgamation of Dalmia DSP Limited

The National Company Law Tribunal (NCLT), Kolkata and NCLT, Chennai, have granted their approval for the Scheme of Amalgamation between Dalmia DSP Limited and DCBL. NCLT, Kolkata approved it on February 15, 2022, while the NCLT, Chennai approved it on June 10, 2022.

Effective from July 1, 2022, with the appointed date being March 31, 2020 (at close of business hours), the Scheme of Amalgamation was implemented. As a result, Dalmia DSP Limited merged with DCBL.

(iii) Dalmia Bharat Green Vision Limited:

Dalmia Bharat Green Vision Limited, a wholly owned subsidiary of DCBL, was incorporated to set up three green field cement projects in Tuticorin, South Chennai and North Bihar to add 5.5 MnTPA cement capacity. The North Bihar project with capacity of 2.5 MnTPA is deferred for the time-being. Except the North Bihar project, the capacity in other two plants are expected to be added in FY 2024.

(iv) Capacity Enhancement(s) / Acquisitions / Divestment

During the year under review, DCBL, wholly owned subsidiary of the Company, entered into a Definitive Agreements for the acquisition of Clinker, Cement and Power Plants from Jaiprakash Associates Limited and its associate having total cement capacity of 9.4 MnT (along with Clinker capacity of 6.7MnT and Thermal Power plants of 280MW) at an Enterprise Value of ''5,836 Crore. These assets are situated in the states of Madhya Pradesh, Uttar Pradesh & Chhattisgarh.

During the year, DCBL has also enhanced its Cement capacity to 38.6 MnT; Clinker Capacity to 21.7 MnT; Solar Power capacity to 100 MW and West Heat Recovery System Power to 66 MW. In addition to that, 2nd Cement line at Jharkhand Bokaro Cement Manufacturing Works with 2.5 MnT capacity has been set up and trial production and sales invoicing begun.

In a bid to exit from the non-core business, on April 25, 2023, DCBL has sold its entire investment of 1,87,23,743 equity Shares of ''10 each (42.36% of share capital) of Dalmia Bharat Refractories Limited, an associate company, at a consideration of ''800 crore to M/s Sarvapriya Healthcare Solutions Private Limited (Sarvapriya), a promoter group company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

DIVIDEND

The Board of Directors at their meeting held on April 25, 2023, has recommended payment of ''5/- (@250%) per equity share of the face value of ''2/- each as final dividend for the financial year ended March 31, 2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the AGM.

During the year under review, the Board of Directors of the Company at their meeting held on November 2, 2022, also declared an Interim dividend of ''4/- (@200%) per equity share of the face value of

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2023, the Company had 30 Direct and Indirect subsidiaries and 7 Direct and Indirect Associate Companies and 2 Joint Ventures.

A report containing the salient features of the financial statements of the Company''s subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2023 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

During the year under review, Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited (Formerly known as Calcom Cement India Limited) are the material unlisted subsidiaries of the Company in terms of the Listing Regulations as amended from time to time and the Company''s Policy for determining material subsidiary.

The said policy may be accessed at the Company''s website at https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/ pdf/dbl-industries/Policy-on-Material-Subsidiaries.pdf

The changes in the subsidiaries during the financial year 2022-23 are as under:
No Name of Company	Status (subsidiary / joint venture / associate)	Added/ Ceased	Effective date*
1. Dalmia DSP Limited	Subsidiary	Ceased	July 1, 2022 (appointed date close of business
2. Murli Industries Limited	Subsidiary	Ceased	hour on March 31, 2020)
* Pursuant to implementation of the scheme(s) from July 01, 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Retirement by rotation and subsequent reappointment:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sh. Yadu Hari Dalmia, Non-Executive Director of the Company, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible offers himself for reappointment. Appropriate resolution for his reappointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Sh. Yadu Hari Dalmia and other related information as stipulated under Regulation 36 (3) of the Listing Regulations, is appended in the Notice of AGM.

II. Appointment/Resignation/Cessation:

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the following were the Key Managerial Personnel of the Company as on March 31, 2023

1. Mr. Gautam Dalmia, Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive Officer

3. Mr. Dharmender Tuteja, Chief Financial Officer

4. Mr. Rajeev Kumar, Company Secretary

III. Declaration of Independence from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the Listing Regulations and they have registered their names in the Independent Director''s Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees of the Board namely (a) Audit Committee (b) Stakeholders'' Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee

The details with respect to the compositions, number of meetings held during the financial year 2022-23 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

Apart from above, the Board constitutes several operational committees from time to time.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective -

(a) To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

(b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

''2/- each. The interim dividend was paid to the shareholders on November 21, 2022.

The total dividend for the financial year 2022-23, including the proposed final dividend, amounts to ''9/- (@450%) per equity share of the face value of ''2 each consistent with the dividend of ''9/- (@450%) per equity share of the face value of ''2 each paid for the previous financial year 2021-22.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at:

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Company''s website www.dalmiabharat.com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member desirous of obtaining a copy of the same may write to the Company Secretary.

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met Six (6) times, i.e., on May 9, 2022, June 16, 2022, August 4, 2022, November 2, 2022, December 12, 2022 and February 4, 2023. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

https://www.dalmiacement.com/wp-content/themes/DalmiaCement/

assets/pdf/dbl-industries/Dividend-Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

Your Directors have not proposed to transfer any amount to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and form an integral part of this Annual Report.

(c) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

(d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) Align the growth of the Company and development of employees and accelerate the performance;

(iv) to adopt best practices to attract and retain talent by the Company; and

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https://www.dalmiacement.com/wp-content/uploads/2023/06/2.-DBL-Nomination-and-Remuneration-Policy.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2022-23.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation

https://www.dalmiacement.com/wp-content/uploads/2023/05/DBL-

ESOP-Disclosure-as-on-March-31-2023.pdf

A certificate from the Secretarial Auditor of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder''s resolution will be made available electronically for inspection by the members during the AGM.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2023 is available on the Company''s website at https://www.dalmiacement.com/wp-content/uploads/2023/06/ DBL-Annual-Return-2022-2023.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Group has been following the concept of giving back and sharing with the under privileged sections of the society for more than eight decades. The CSR of the Group is based on the principal of Gandhian Trusteeship. For over eight decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our CSR policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Board of Directors of your Company has formulated and adopted a policy on CSR. The said policy was revised during the year keeping in view the changes in related provisions. The said policy can be accessed at: https://www.dalmiacement.com/wp-content/ uploads/2022/09/Corporate-Social-Responsibility-Policy.pdf

During the year under review, the Company has spent an aggregate amount of ''2.58 Crore towards CSR activities as against the spending requirement of ''96.83 lakhs, being 2% of average net profit. As a result, the excess amount spent would be carried forward for set off in next financial year(s).

The annual report on CSR activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent ''17.50 crore in FY 2022-23 towards CSR.

Please refer to CSR Report and Social and Relationship Capital section in the IR for further details.

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be

was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) In preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

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.

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure 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 as amended from time to time are provided

in the prescribed format and is attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission, except sitting fees for attending meetings and Mr. Yadu Hari Dalmia as Advisor, from the Subsidiary Company of your Company.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 2022-23 forms an integral part of this Annual Report. The requisite certificate from Mr. R Venkatasubramanian, Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is also attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has allotted 1,11,688 equity shares of ''2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post such allotment of shares, the Issued, Subscribed and Paid up equity share capital of the Company is ''37.49 crore constituting of 18,74,80,361 equity shares of ''2/- each.

EMPLOYEES’ STOCK OPTION SCHEME

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the "DBL ESOP Scheme 2018" of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company''s website at

considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said policy is available on Company''s website at https://www.dalmiacement.com/wp-content/uploads/2022/09/ Policy-on-Related-Party-Transactions.pdf

RISK MANAGEMENT

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company has Risk Management Committee which monitors and reviews the risk management plan / process. The Company has also appointed a Chief Risk Officer and has adequate risk management procedures in place. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organisation could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions such as Human Resource, Logistics, material movement, legal Compliances, SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically

the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations as amended from time to time, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimisation to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/ themes/DalmiaCement/assets/pdf/dbl-industries/Whistleblower-Policy-and-Vigil-Mechanism.pdf

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

Your Company is committed to ensure that all are treated with dignity and respect. Company has zero tolerance towards any action of any executive which may fall under the ambit of ''Sexual Harassment'' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Human Resource and the Legal department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2022-23, no complaint was received by ICC.

LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Your Company has given loans and guarantees, provided security and made investments in other Companies with the requisite approval and in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no 35.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Foreign Exchange earnings and outgo

'' In crore
Foreign Exchange	^^^^2022-2023	2021-2022
Earnings	Nil	Nil
Outgo	2.67	2.52

AUDITORS AND AUDITOR’S REPORT

A. Statutory Auditors and their report

M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co. LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) Profit before tax from continuing operations for the financial year ended March 31, 2023 was lower by ''203 Crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (b) accounting of the composite scheme of arrangement and amalgamation from the appointed date i.e. closing business hours of March 31, 2020 as approved by the Hon''ble National Company Law Tribunal, though the scheme has become effective on July 1, 2022 and restatement of comparative for the previous year by the management of DCBL.

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(iii), and note no 59(b) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2023, which are self-explanatory and do not call for any further comments and explanation.

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2022-23.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 2022-23 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited (Formerly known as Calcom Cement India Limited) material subsidiaries, has also been carried out. Copy of Secretarial Audit Report(s) of said material subsidiaries is available at Company''s website at www.dalmiabharat.com.

C. Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposits under Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2023 and the date of the report.

NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

P.K. Khaitan

Chairman

Place: New Delhi DIN-00004821

Date: May 26, 2023

---

Mar 31, 2022

Your Directors have pleasure in presenting their 9th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2021-22.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Financial Highlights

(? in Crore)
	Standalone		Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21 1
Revenue from operations	135	148	11,286	10,110
Profit before finance costs, depreciation and tax	235	56	2,581	2,943
Less: Finance costs	4	11	202	303
Add: Foreign currency fluctuation (net)	-	-	5	8
Profit before depreciation and tax	231	45	2,384	2,648
Less: Depreciation and amortisation	6	11	1,236	1,250
Profit before exceptional items and tax expense	225	34	1,148	1,398
Less: Exceptional items (net loss)	30	-	2	34
Profit before tax	195	34	1,146	1,364
Tax expense:
Current tax	6	17	187	30
Deferred tax charge/ (credit)	(5)	(7)	(211)	385
Tax adjustments for earlier years	11	(1)	10	(237)
Total tax expense of continuing operations	12	9	(14)	178
Profit after tax before share of profit in associate and joint ventures	183	25	1,160	1,186
Share of profit in associate and joint ventures	-	-	5	(1)
Net profit for the year from continuing operations	183	25	1,165	1,185
Net profit/ (loss) for the year from discontinued operations	-	-	8	(2)
Profit for the year	183	25	1,173	1,183
Profit attributable to non-controlling interest	-	-	29	12
Profit attributable to owners of the Parent	183	25	1,144	1,171
Other comprehensive income	383	193	1,815	1,293
Total comprehensive income	566	218	2,988	2,476
Balance of profit for earlier years	263	238	3,526	2,170
Add: Profit for the year (attributable to owners of the Parent)	183	25	1,144	1,171
Add: Transfer from debenture redemption reserve	-	-	19	36
Add: Other comprehensive income/ (loss) arising from remeasurement of defined benefit obligations (net of tax)	(2)	1	(2)	(3)
Add: Transfer of realised gain on sale of equity instruments through other comprehensive income	-	-	460	149
Add: Transfer from reserves	-	-	-	4
Less: Transfer to Debenture Redemption Reserve	-	-	0	-
Less: Transfer to capital redemption reserve	-	1	-	1
Less: Share of deemed capital contribution transferred to noncontrolling interest	-	-	9	-
Less: Dividends paid on equity shares	100	-	100	-
Balance carried forward to the Balance Sheet	344	263	5,038	3,526

Overview of Operational and Financial Performance

On a standalone basis, your company recorded net revenue of '' 135 crore for the FY 2021-22 registering a decline of 9 % as compared to the net revenue of '' 148 crore in the FY 2020-21; Earnings before Finance Costs, Depreciation and Tax stood at '' 235 crore in FY 202122 as compared to '' 56 crore in FY 2020-21 and earned profit before tax of '' 195 crore during the FY 2021-22 as compared to '' 34 crore profit earned in the FY 2020-21.

The consolidated performance of the Company, its subsidiaries, associates and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

On a consolidated basis, your Company recorded net revenue of '' 11,286 crores for the FY 2021-22 registering a growth of 12% as compared to the net revenue of '' 10,110 crore in the FY 2020-21; Earnings before Finance Cost, Depreciation and Taxes stood at '' 2,581 crore in FY 2021-22 as compared to '' 2,943 crore in FY 202021 registering a decline of 12%; earned profit before tax of '' 1,146 crore during the FY 2021-22 registering a decline of 16% as compared to '' 1,364 crore earned in the financial year 2020-21 and earned profit after tax of '' 1,165 crore in FY 2021-22 as compared to '' 1,185 crore earned during FY 2020-21 registering a marginal decline of 2%.

Updates about the subsidiaries

(i) Murli Industries Limited

During the year, Murli Industries Limited(MIL) commenced commercial production at its cement plant in Chandrapur district, Maharashtra with 2.9 MnT cement capacity. MIL spent for the revival, modernisation, expansion and installing green manufacturing equipment such as waste heat recovery systems, solar power, green fuel systems and robotic labs for enhanced quality monitoring.

The Composite Scheme of Arrangement and Amalgamation for (a) Demerger of Paper and Solvent Extraction Undertakings of Murli Industries Limited into Ascension Mercantile Private Limited and Ascension Multiventures Private Limited (both wholly owned subsidiaries of Dalmia Cement (Bharat) Limited), respectively, followed by (b) Amalgamation of Murli Industries Limited with Dalmia Cement (Bharat) Limited, have since been approved by the National Company Law Tribunal Chennai/ Mumbai, the formal order is awaited. The appointed date for the said Scheme is closing business hours of March 31, 2020.

(ii) Amalgamation of Dalmia DSP Limited

The Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited, has been approved by the National Company Law Tribunal ("NCLT"), Kolkata on February 15, 2022. The matter had been heard by the NCLT, and the order is awaited. The appointed date for the said Scheme is closing business hours of March 31, 2020.

(iii) Restructuring of Refractory business in Dalmia Cement (Bharat) Limited:

The Scheme of Arrangement between Company''s subsidiary namely Dalmia Cement (Bharat) Limited (''DCBL'') and its then subsidiary namely Dalmia Bharat Refractories Limited (''DBRL'') (''Scheme 1''), and the Scheme of Amalgamation of Dalmia Refractories Limited (''DRL'') and its then subsidiary GSB Refractories India Private Limited (''GSB India'') with DBRL (''Scheme 2''), were approved by the National Company Law Tribunal, Chennai (NCLT), vide order(s) dated February 3, 2022.

On filing of the said order(s) with the respective Registrar of Companies, the Scheme(s) became effective on March 1, 2022 and has been given effect to from their respective Appointed Date(s) i.e. April 1, 2019 and April 1, 2020.

Pursuant to aforesaid Scheme(s) becoming effective, the refractory undertaking of DCBL stands transferred and vested to DBRL from the Appointed Date i.e. April 1, 2019. Further, DBRL and its subsidiaries namely Dalmia OCL Limited, OCL Global Limited and OCL China Limited ceased to be subsidiary of DCBL and become an associate(s) of DCBL with effect from April 1, 2020.

(iv) Capacity Enhancement(s)

During the year under review, Dalmia Cement (Bharat) Limited (''DCBL''), wholly owned subsidiary of the Company, added 5.15 MnT of Grinding Capacity (2.25 MnT at Dalmia DSP Unit- II, near Cuttack, Odisha and 2.9 MnT at Murli Plant in Maharashtra) which led to increase in its capacity from 30.75 MnT in financial year 2021 to 35.9 MnT in financial year 2022.

During the year, DCBL has also doubled its renewable energy capacity from 32 MW in financial year 2021 to 63 MW in financial year 2022. This included 9.4 MW of Waste Heat Recovery System (WHRS) at Kadapa; 17.5 MW of Solar Power at Kapilas cement works and 4.6 MW of Solar Power at Bengal plant.

In addition to the above, DCBL has added 32 MW of Thermal Power through acquisition of Murli Industries Limited.

Dalmia Bharat Green Vision Limited, a wholly owned subsidiary of the Dalmia Cement (Bharat) Limited, was incorporated to set up three green field cement projects in Tuticorin, South Chennai and North Bihar to add 5.5 MnTPA cement capacity. The said capacity expected to be added in FY 2024.

In a bid to exit from the non-core business areas, DCBL has completed the sales of Hippo Stores, generating cash of '' 155 crore. Besides, 5.2% stake in India Energy Exchange (IEX) was disposed off by the subsidiaries for '' 614 crore.

Management Discussion and Analysis Report

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

Dividend

The Board of Directors at their meeting held on May 09, 2022, has recommended payment of '' 5/- (@250%) per equity share of the face value of '' 2/- each as final dividend for the financial year ended March 31, 2022. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

During the year under review, the Board of Directors of the Company at their meeting held on October 27, 2021, declared an Interim dividend of '' 4.00 (@200%) per equity share of the face value of '' 2/- each. The interim dividend was paid to the shareholders on November 17, 2021.

The total dividend amount for the financial year 2021-22, including the proposed final dividend, amounts to '' 9/- (@450%) per equity share of the face value of '' 2 each as against the total dividend of '' 1.33 (@66.50%) per equity share of the face value of '' 2 each paid for the previous financial year 2020-21.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend is recommended based on the financial and nonfinancial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at: https://www. dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/ dbl-industries/Dividend-Distribution-Policy.pdf

Transfer to General Reserves

Your Directors have not proposed to transfer any amount to the General Reserve.

Consolidated Financial Statements

The consolidated financial statements of your Company for the Financial Year 2021-22, are prepared in compliance with applicable provisions of the Companies Act, 2013 (''the Act"), Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and forms an integral part of this Annual Report.

Subsidiaries, Associates and Joint Venture Companies

A report containing the salient features of the financial statements of the Company''s subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2022 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

Dalmia Cement (Bharat) Limited is the material unlisted subsidiary of the Company in terms of the Listing Regulations as amended from time to time and the Company''s Policy for determining material subsidiary. The said policy may be accessed at the Company''s website at https://www.dalmiacement.com/wp-content/themes/ DalmiaCement/assets/pdf/dbl-industries/Policy-on-Material-Subsidiaries.pdf

The changes in the subsidiaries during the financial year 2021-22 are as under:

S. No.	Name of Company	Status (subsidiary / joint venture / associate)	Added/ Ceased	Effective date
1.	Dalmia Bharat Green Vision Limited	Subsidiary Company	Added	May 22, 2021
2.	OCL Global Ltd	Subsidiary Company	Ceased	April 1, 2020*
3.	OCL China Limited	Subsidiary Company	Ceased	April 1, 2020*
4.	Dalmia OCL Limited	Subsidiary Company	Ceased	April 1, 2020*
5.	Dalmia Bharat Refractories Limited	Associate Company	Added	April 1, 2020*

* Pursuant to implementation of the scheme(s) from March 01, 2022.

reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Dr. Niddodi Subrao Rajan and other related information has also been detailed in the Notice of AGM.

II. Appointment/Resignation/Cessation:

As reported earlier, Sh. Jai Hari Dalmia, Promoter and NonExecutive Director of the Company passed away on July 08, 2021. He has been the guiding light for the Dalmia Bharat Group and played a crucial leadership role for over five decades with the Group. The Board places on record its sincere appreciation for the valuable contribution of Late Sh. Jai Hari Dalmia.

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2022

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive Officer

3. Mr. Dharmender Tuteja - Chief Financial Officer

4. Dr. Sanjeev Gemawat, Group General Counsel & Company Secretary

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Company''s website www.dalmiabharat.com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member desirous of obtaining a copy of the same may write to the Company Secretary.

Number of Board Meetings

During the year under review, the Board of Directors of the Company met four (4) times, i.e., on April 29, 2021, July 27, 2021, October 27, 2021 and January 27, 2022. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

Directors and Key Managerial Personnel I. Retirement by rotation and subsequent re-appointment:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Dr. Niddodi Subrao Rajan, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for

III. Declaration of Independence from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

Committees of the Board

There are five statutory Committees of the Board namely (a) Audit Committee (b) Stakeholders'' Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee.

The details with respect to the compositions, number of meetings held during the FY 2021-22 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective -

(a) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations;

(b) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

(c) to recommend to the Board, the remuneration payable to senior management;

(d) to adopt best practices to attract and retain talent by the Company; and

(e) to ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https://www.dalmiacement.com/ wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Nomination%20and%20Remuneration%20Policy.pdf

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2021-22.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions

of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, state that:

(a) I n preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

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

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

Particulars of Remuneration of Directors, Key Managerial Personnel and Employees

Disclosure 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 in the prescribed format and is attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in

excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission, except sitting fees for attending meetings, from the Subsidiary Company of your Company.

Corporate Governance Report

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 2021-22 forms an integral part of this Annual Report. The requisite certificate from Mr. R Venkatasubramanian, Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is attached to the Corporate Governance Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

Changes in Share Capital

During the year under review, the Company has issued 2,51,160 equity shares of '' 2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post taking into account the said issue of shares, the Issued, Subscribed and Paid up equity share capital of the Company is '' 37.47 crore constituting of 18,73,68,673 equity shares of '' 2/- each.

Employees’ Stock Option Scheme

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the ''DBL ESOP Scheme 2018'' of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/ uploads/2022/05/DBL-ESOP-Disclosure-as-on-March-31-2022.pdf

A certificate from the Secretarial Auditors of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder''s resolution will be made available electronically for inspection by the members during the AGM.

Annual Return

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://www.dalmiacement.com/wp-content/themes/ DalmiaCement/assets/pdf/DBL-Annual-Return-2021-2022.pdf

Corporate Social Responsibility (CSR)

The Group has been following the concept of giving back and sharing with the under privileged sections of the society for more than eight decades. The Corporate Social Responsibility of the Group is based on the principal of Gandhian Trusteeship. For over eight decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility. The said policy was revised during the year keeping in view the changes in related provisions. The said policy can be accessed at: https://www. dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/ dbl-industries/Corporate-Social-Responsibilitv-Policv.pdf

The Company has spent an aggregate amount of '' 1.33 crore towards corporate social responsibility activities during the FY 2021-22.

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent '' 12.81 crore in FY 202122 towards Corporate Social Responsibility.

Related Party Transaction Policy and Transactions

Related Party Transactions entered during the year under review are on an arm''s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year keeping in view the amendments in the legal provisions. The said policy is available on Company''s website at https://www.dalmiacement. com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Policv-on-Related-Partv-Transactions.pdf

Risk Management

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The Company has appointed a Chief Risk Officer and has adequate risk management procedures in place. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organisation could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

Adequacy of Internal Financial Controls

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by external auditing of selected functions such as Human Resource and Labour Law Compliances, SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimisation to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/ themes/DalmiaCement/assets/pdf/dbl-industries/Whistleblower-Policv-and-Vieil-Mechanism.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to ensuring that all are treated with dignity and respect. The Human Resource and the Legal & Secretarial department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013,

an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2021-22, no complaint was received by ICC.

Loans, Guarantees, Security and Investments

Your Company has given loans and guarantees, provided security and made investments within the limits with the necessary approvals and in terms and accordance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no 36.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is given hereunder:

Foreign Exchange earnings and outgo

'' crore
Foreign Exchange	2021-2022	2020-2021
Earnings	Nil	Nil
Outgo	2.52	2.47

Auditors and Auditor’s Report

A. Statutory Auditors and their report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) Restatement done by the management of Company in accordance with the principles of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors on account of reclassification of its equity investments in Dalmia Bharat Sugar and Industries Limited; (b) Profit before tax from continuing operations for the financial year ended March 31, 2022 was lower by '' 203 Crore, in view of amortisation

of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (c) in respect of dispute between one of the Company''s subsidiary namely Dalmia Cement (Bharat) Limited (DCBL) and Bawri Group (BG) shareholder of a step down subsidiary. During the year, Arbitral Tribunal has passed the Award according to which DCBL has to pay '' 30 Crore along with interest and cost of arbitration amounting to '' 16 Crore to BG. The Award has further rejected DCBL''s claim of refund of '' 59 Crore in respect of investment in optionally redeemable convertible debentures and awarded to transfer 0.01% equity in Saroj Sunrise Private Limited (a BG Group company) against it. Based on the legal opinion, DCBL has challenged the above arbitral award before the Hon''ble Delhi High Court. The Court has stayed the operation and execution of the Award qua the amounts awarded against DCBL subject to deposit of certain amounts with the Court, which deposit has been made. Management is of the view that no adjustments are required towards the interest, charges and impairment of investment in these consolidated financial Statements; (d) Release of mutual fund units to DCBL pursuant to Hon''ble Supreme Court order, upon furnishing of Bank Guarantee of '' 344 Crore in Trial Court; and (e) accounting of the scheme(s) from the appointed dates being April 1, 2019 and April 1, 2020, respectively as approved by the National Company Law Tribunal, though the schemes has become effective on March 1, 2022 and restatement of comparative for the previous year by the management of DCBL.

The said Emphasis of Matters have been explained and clarified in note no. 62, note no. 4(b)(ii), note no. 37(B) ; note no. 9(i)(2) and note no. 54 of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2022, which are self-explanatory and do not call for any further comments and explanation.

With respect to the report of the Statutory Auditors on the consolidated financial statements, regarding disclosure made under the heading other matters, with respect to consolidation of management certified financial statements of a joint venture company; it may be noted that since the audit of the said joint venture company is yet to be completed, the consolidation is made based on the unaudited financial statements furnished by its management. This has no material impact on the financial statement.

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2021-22.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 2021-22 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited, a material subsidiary, has also been carried out. Copy of Secretarial Audit Report of Dalmia Cement (Bharat) Limited is available at Company''s website at www.dalmiabharat.com.

C. Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Deposits

During the year under review, the Company has not accepted any deposits from the public/member under Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Compliance with Secretarial Standards

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

Significant/Material orders passed by the Regulators

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

Material changes and commitments affecting the financial position

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2022 and the date of the report.

No application has been made under the Insolvency and Bankruptcy Code

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

No difference in valuation

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgement & Appreciation

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

P.K. Khaitan

Place: New Delhi Chairman

Dated: May 09, 2022 DIN-00004821

1

During the year, the Group has given accounting effect of Scheme of Arrangement between Company''s subsidiary namely Dalmia Cement (Bharat) Limited and its then subsidiary namely Dalmia Bharat Refractories Limited (''DBRL'') (''Scheme 1''), and the Scheme of Amalgamation of Dalmia Refractories Limited (''DRL'') and its then subsidiary GSB Refractories India Private Limited (''GSB India'') with DBRL (''Scheme 2'') from their respective Appointed Date(s) i.e. April 1, 2019 and April 1, 2020, after the Schemes were approved by National Company Law Tribunal, Chennai vide its Order dated February 3, 2022. The consolidated financial statements for the year ended March 31, 2021 have been restated to give impact of the aforesaid NCLT order. Accordingly, comparative figures for previous year have been given on the basis of restated consolidated financial statements.

---

Mar 31, 2021

Your Directors have pleasure in presenting their 8^th report along with the audited financial statements for the financial year (“FY”) 2020-21 prepared on standalone and consolidated basis. The consolidated performance of the Company, its subsidiaries and joint venture companies (collectively referred to as "the Group”) has been detailed at appropriate places in this report.

FINANCIAL HIGHLIGHTS

('' Crore)
Particulars	Standalone		Consolidated
	2020-21	2019-20	2020-21	2019-20
Revenue from operations	148	151	10,522	9,674
Profit before finance costs, depreciation and tax	56	166	2,965	2,323
Less: Finance costs	11	4	303	415
Less: Foreign currency fluctuations (net)	-	-	(8)	23
Profit before depreciation and tax	45	162	2,670	1,885
Less: Depreciation and amortisation	11	9	1,262	1,528
Profit before tax	34	153	1,408	357
Current income tax	17	19	22	114
Deferred tax charge/(credit)	(7)	(3)	374	(16)
Tax adjustments for earlier years	(1)	2	(231)	21
Total tax expense	9	18	165	119
Profit after tax	25	135	1,243	238
Profit attributable to non-controlling interest	-	-	12	14
Profit attributable to owners of the Parent	25	135	1,231	224
Other comprehensive income	1	0	1,095	(211)
Total comprehensive income	26	135	2,338	27
Balance of profit for earlier years	238	180	2,170	1,844
Add: Profit for the year (attributable to owners of the Parent)	25	135	1231	224
Add: Transfer from debenture redemption reserve	-	-	36	195
Add: Other comprehensive income / (loss) arising from re-measurement of defined benefit obligation (net of income tax)	1	0	(3)	(6)
Add: Transfer of realised gain on sale of equity instruments through other comprehensive income	-	-	149	7
Less: Transfer to capital redemption reserve	1	-	1	-
Less: Transfer to Reserves	-	-	-	1
Less: Dividends paid on equity shares	-	77	-	77
Less: Dividend distribution tax	-	-	-	16
Balance carried forward to the Balance Sheet	263	238	3,582	2,170

OPERATIONS AND BUSINESS PERFORMANCE

Cement has been the first sector to come out from the impact of COVID related disruptions. During the financial year 2020-21, the cement demand growth has been robust, with your company achieving a 7% volume growth year on year. There are tremendous opportunities that lie ahead given that honourable Finance Minister in her annual budget increased the budgetary allocation for infrastructure by an unprecedented 34.5%. The budget has significantly increased the capital outlay for road transport by 34.9%, for railways by 36.3% and for metros by 8.7%. The setting up of new Development Financial Institution with an initial allocation of '' 20,000 crore is a big positive for infrastructure financing.

With normalising of the economy, the demand for the sector is gaining momentum driven by the rural recovery, increase

in the construction of rural infrastructure and low-cost housing. A steady pick up has been witnessed in housing and government infrastructure projects which has resulted in reviving the demand in urban India.

The challenge for the industry and your Company is the increase in commodity pricing specially the petcoke, imported coal, diesel and slag. This has been the focus area for the Company during the ensuing year and the coming years.

On a standalone basis, your company recorded net revenue of '' 148 crore for the FY 2020-21 registering a decline in growth of 1.97% as compared to the net revenue of '' 151 crore in the FY 2019-20; Earnings before finance costs, depreciation and tax stood at '' 56 crore in FY 2020-21 as compared to '' 166 crore in FY 2019-20 and earned profit before tax of '' 34 crore during the FY 2020-21 as compared to '' 153 crore profit earned in the FY 2019-20.

On a consolidated basis, your Company recorded net revenue of '' 10,522 crore for the FY 2020-21 registering a growth of 8.77% as compared to the net revenue of '' 9,674 crore in the FY 2019-20; Earnings before finance costs, depreciation and tax stood at '' 2,965 crore in FY 2020-21 as compared to '' 2,323 crore in FY 2019-20 registering a growth of 27.64%; earned profit before tax of '' 1408 crore during the FY 202021 registering a growth of 294.40% as compared to '' 357 crore earned in the financial year 2019-20 and earned profit after tax of '' 1,243 crore as compared to '' 238 crore during FY 2020-21 registering a growth of 423%.

MATERIAL EVENTS IN SUBSIDIARIES

(A) STATUS OF ACQUISITION / REVIVAL OF MURLI INDUSTRIES LIMITED

During the year under review, Dalmia Cement (Bharat) Limited (DCBL) (a wholly owned subsidiary of the Company) completed the acquisition of Murli Industries Limited, having an integrated cement manufacturing plant with an installed capacity of 3 MnT in Chandrapur District, Maharashtra along with a captive thermal power plant of 50 MW, in terms of the Resolution Plan approved by the National Company Law Tribunal and upheld by National Company Law Appellate Tribunal.

The Resolution Plan became operational with effect from August 25, 2020, being the effective date. The powers of the Board of Directors, which were vested in the Managing Committee comprising of the representatives of the Committee of Creditors till the effective date, got vested in the reconstituted Board of Directors with nominees of DCBL.

During the year under review, DCBL and Murli Industries Limited made the payments to creditors / employees / operational creditors in accordance with the Resolution Plan and Murli Industries Limited became subsidiary of DCBL with effect from September 10, 2020. Further, upon extinguishment of existing share capital, Murli Industries Limited became a wholly owned subsidiary of DCBL with effect from November 05, 2020. The acquisition of Murli Industries Limited further strengthened Group’s presence in western region. The cement and clinker production at Murli Industries Limited would commence in the FY 2021-22.

(B) SCHEME OF AMALGAMATIONS/ ARRANGEMENTS IN SUBSIDIARIES:

(i) Amalgamation of Murli Industries Limited

The Board of Directors of Dalmia Cement (Bharat) Limited and Murli Industries Limited, in their respective Board meetings held on March 23, 2021, have approved the Composite Scheme of Arrangement and Amalgamation for (a) Demerger of Paper and Solvent Extraction Undertakings of Murli Industries Limited into Ascension Mercantile Private Limited and Ascension Multiventures Private Limited (both wholly owned subsidiaries of Dalmia Cement (Bharat) Limited), respectively, followed by (b) Amalgamation of Murli Industries Limited with Dalmia Cement (Bharat) Limited. All the involved companies after approval of the Scheme by their respective Boards, have filed their respective company application(s) before

the National Company Law Tribunal, Chennai and Mumbai for approval of the said Scheme of Arrangement and Amalgamation. The Composite Scheme is pending consideration by the respective NCLT The appointed date for the said Scheme is closing business hours of March 31, 2020.

(ii) Amalgamation of Dalmia DSP Limited

The Board of Directors of Dalmia Cement (Bharat) Limited and Dalmia DSP Limited, in their respective Board meetings held on March 23, 2021 had approved a Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited. Both the companies after approval of the Scheme by their respective Boards, have filed their respective company application(s) before the National Company Law Tribunal, Chennai and Kolkata for approval of the said Scheme of Amalgamation. The Scheme is pending for consideration with the respective NCLT(s). The appointed date for the said Scheme is closing business hours of March 31, 2020.

(iii) Restructuring of Refractory business in Dalmia Cement (Bharat) Limited:

During the financial year 2019-20, the Board of Directors of Dalmia Cement (Bharat) Limited and its subsidiary namely Dalmia Bharat Refractories Limited (DBRL) (formerly known as Sri Dhandauthapani Mines and Minerals Limited) and step down subsidiary, namely, Dalmia OCL Limited (Dalmia OCL) (formerly known as Ascension Commercio Private Limited) had approved the a Scheme of Arrangement amongst DCBL and DBRL and their respective shareholders and creditors for transfer and vesting of refractory undertaking of DCBL to DBRL, by way of slump exchange on a going concern basis (Scheme). The Scheme is pending consideration with the National company Law Tribunal, Chennai. The appointed date for Scheme is April 1, 2019.

(C) CAPACITY ENHANCEMENT

During the year under review, Dalmia Cement (Bharat) Limited, wholly owned subsidiary of the Company has commenced commercial production of Line III, having capacity of 3 MnTPA from its new clinker manufacturing plant at Rajgangpur, Odisha with effect from October 1, 2020 and also commenced commercial production of Line II having a capacity of 2.25 MnTPA at it Bengal Cement Works (BCW) unit in West Midnapore in the state of West Bengal with effect from March 23, 2021.

(D) RECEIVED BACK SECURITIES WHICH WERE FRAUDULENTLY TRANSFERRED FROM DEMAT ACCOUNT

During the financial year ended March 31, 2019, certain mutual fund units ("Securities”) appearing as current investments, valued at '' 390 Crore as on March 31, 2021 (valued at '' 344 Crore as on March 31, 2019) of two erstwhile subsidiaries of Dalmia Cement (Bharat) Limited which is a subsidiary of the Company, were fraudulently and illegally transferred by Allied Financial Services Private Limited (“Allied/AFSPL”) in collusion with IL&FS

Securities Services Limited ("ISSL”) and the same had been lying with ISSL.

I n the said matter, the Hon’ble Supreme Court, passed order dated March 16, 2021 to the effect that the said Securities of DCBL lying with ISSL be released in favour of DCBL subject to DCBL furnishing requisite Bank Guarantee to the satisfaction of the trial court. As per the said Order, the said Securities of DCBL lying with ISSL have been released in favour of DCBL and credited back to its demat account.

Further, after carrying out a detailed investigation, SEBI vide its order dated July 02, 2021 has passed two separate orders, imposing a penalty of '' 26 Crore on ISSL and '' 3 Crore on AFSPL in connection with the fraudulent transfer of Mutual Fund units.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations”) is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s business, risks and concerns and material developments during the financial year under review.

DIVIDEND

Your Directors are pleased to recommend a dividend of ''

1.33/- (@ 66.50%) per equity share of face value of '' 2/- each for the financial year 2020-21. The recommended dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

The dividend is recommended based on the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at: https://www.dalmiacement.com/wp-content/ themes/DalmiaCement/assets/pdf/dbl-industries/Dividend-Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

Your Directors have not proposed transfer of any amount to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2020-21, are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘the Act”), Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and forms an integral part of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A report containing the salient features of the financial statements of the Company’s subsidiaries, associates and joint venture companies for the financial year ended March 31, 2021 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure - 1 and forms an integral part of this Annual Report.

Dalmia Cement (Bharat) Limited is the material unlisted subsidiary of the Company in terms of the Listing Regulations as amended from time to time and the Company’s Policy for determining material subsidiary. The Company does not have any associate company. The said policy may be accessed at the Company’s website at https://www.dalmiacement.com/ wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Policy-on-Material-Subsidiaries.pdf

The changes in the subsidiaries during the financial year 2020-21 are as under:

Sl. No.	Name of Company	Status (subsidiary / joint venture / associate)	Added/ Ceased	Effective date
1.	Murli Industries Limited	Subsidiary Company	Added	September 10, 2020
2.	Ascension Multiventures Private Limited	Subsidiary Company	Added	March 23, 2021
3.	Ascension Mercantile Private Limited	Subsidiary Company	Added	March 23, 2021
4	DPVL Ventures LLP	Subsidiary LLP	Added	April 14, 2020

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Company’s website www.dalmiabharat. com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member desirous of obtaining a copy of the same may write to the Company Secretary.

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met five (5) times, i.e., on June 13, 2020, August 06, 2020, November 05, 2020, February 04, 2021 and March 23, 2021. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Yadu Hari Dalmia, Non-

Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Mr. Yadu Hari Dalmia and other related information has also been detailed in the Notice of AGM.

II. APPOINTMENT / RESIGNATION / CESSATION:

Mr. Jayesh Nagindas Doshi, Whole time Director and Chief financial officer of the Company has resigned from the Company with effect from October 31, 2020. The Board places on record its sincere appreciation for the valuable contribution of Mr. Jayesh Nagindas Doshi during his tenure as Whole-time Director & Chief Financial Officer of the Company.

I n terms of Section 203 of the Companies Act, 2013 Mr. Dharmender Tuteja, has been appointed as the Chief Financial Officer of the Company with effect from March 23, 2021.

Sh. Jai Hari Dalmia, Promoter and Non-Executive Director of the Company passed away on July 08, 2021. He has been the guiding light for the Dalmia Bharat Group and played a crucial leadership role for over five decades with the Group. The Board places on record its sincere appreciation for the valuable contribution of Late Sh. Jai Hari Dalmia.

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2021.

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive Officer

3. Mr. Dharmender Tuteja - Chief Financial Officer

4. Dr. Sanjeev Gemawat, Executive Director (Legal) & Group Company Secretary

III. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

COMMITTEES OF THE BOARD

There are five statutory Committees of the Board namely (a) Audit Committee (b) Stakeholders’ Relationship Committee

(c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee

The details with respect to the compositions, number of meetings held during the FY 2020-21 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective -

(a) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations;

(b) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

(c) to recommend to the Board, the remuneration payable to senior management;

(d) to adopt best practices to attract and retain talent by the Company; and

(e) to ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Nomination%20and%20Remuneration%20Policy.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and

(iv) Performance of all Committees of Board for the Financial Year 2020-21.

The Board’s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the Management outside Board/ Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, state that:

(a) In preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure 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 in the prescribed format and is attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission from the Subsidiary Company of your Company.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations, a separate report on the Corporate Governance for the financial year 2020-21 forms an integral part of this Annual Report. The requisite certificate from M/s. S.S. Kothari Mehta & Co, Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report, as stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has bought back

61.66.540 equity shares of '' 2/- each. As a result, the paid up equity share capital of the Company has got reduced by ''1.23 crore. Further, the Company has issued 3,25,500 equity shares of '' 2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post taking into account the said changes, the Issued, Subscribed and Paid up equity share capital of the Company is '' 37.42 crore constituting of 18,71,17,513 equity shares of '' 2/- each.

BUYBACK OF EQUITY SHARES

As per resolution passed by the Board of Directors on March 21, 2020, the Company has completed the buyback of

61.66.540 equity shares of '' 2/- each from the open market through stock exchange mechanism at a volume weighted average price of '' 531.96 per share. This has resulted in total cash outflow of '' 408 crore inclusive of all transaction cost.

EMPLOYEES’ STOCK OPTION SCHEME

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited (“ODCL” or “Company”), Dalmia Bharat Limited (“DBL”) and Dalmia Cement (Bharat) Limited (“DCBL”) and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e “DBL ESOP Scheme 2018” with the same terms and conditions. During the year under review, there has been no material change in the ‘DBL ESOP Scheme 2018’ of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company’s website at https://www.dalmiacement. com/wp-content/uploads/2021/08/DBL-ESOP-Disclosure-as-on-March-31-2021.pdf

A certificate from the Statutory Auditors of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder’s resolution will be made available electronically for inspection by the members during the AGM.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company’s website at https://www.dalmiacement. com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/DBL-Annual-Return-2020-2021.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility of the Group is based on the principle of Gandhian Trusteeship. For over eight decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which can be accessed at: https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Corporate-Social-Responsibility-Policy.pdf

The Company has spent an aggregate amount of '' 1.17 crore towards corporate social responsibility activities during the FY 2020-21.

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent '' 8.13 crore in FY 2020-21 towards Corporate Social Responsibility.

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

Related Party Transactions entered during the year under review are on an arm’s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing

Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholders’ approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at https://www.dalmiacement.com/ wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Policy-on-Related-Party-Transactions.pdf

RISK MANAGEMENT

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The Company has adequate risk management procedures in place. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by external auditing of selected functions such as Human Resource and Labour Law Compliances, SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company’s website at https://www. dalmiacement.com/wp-content/themes/DalmiaCement/ assets/pdf/dbl-industries/Whistleblower-Policy-and-Vigil-Mechanism.pdf

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

Your Company is committed to ensuring that all are treated with dignity and respect. The Human Resource and the Legal & Secretarial department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2020-21, no complaint was received by ICC.

LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Your Company has given loans and guarantees, provided security and made investments within the limits with the necessary approvals and in terms and accordance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no. 39.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in

terms of provisions of Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is given hereunder: Foreign Exchange earnings and outgo

'' crore
Foreign Exchange	2020-2021	2019-2020
Earnings	Nil	Nil
Outgo	2.47	2.92

AUDITORS AND AUDITOR’S REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) the existing Statutory Auditors of the Company are completing their term and retiring at the conclusion of the ensuing 8^th AGM.

In view of the above, the Board of Directors on recommendation of Audit Committee recommended appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as Statutory Auditors of the Company, for a period of 5 years from the conclusion of this AGM to the conclusion of 13^th AGM.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

A resolution proposing appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants as Statutory Auditors of the Company, forms part of the Notice of AGM.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) Profit before tax for the financial year ended March 31, 2021 was lower by '' 203 Crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Schemes of Arrangement. (b) in respect of dispute between one of the Company’s subsidiary namely Dalmia Cement (Bharat) Limited (DCBL) and Bawri Group (BG), minority shareholder of a step down subsidiary. During the year, Arbitral Tribunal has passed the Award according to which DCBL has to pay '' 30 Crore along with interest and cost of arbitration amounting to '' 16 Crore to BG. The Award has further rejected DCBL’s claim of refund of '' 59 Crore in respect of investment in optionally redeemable convertible debentures and awarded to transfer 0.01% equity in Saroj Sunrise Private Limited (a BG Group company) against it. Based on the legal opinion, DCBL has

challenged the above arbitral award before the Delhi High Court. Management is of the view that no adjustments are required towards the interest, charges and impairment of investment in these consolidated financial Statements; and (c) Release of mutual fund units to the Company pursuant to the Supreme Court order, upon furnishing of Bank Guarantee of '' 344 Crore in Trial Court.

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(ii), note no. 35(B) and note no. 9(i)(1) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2021, which are self-explanatory and do not call for any further comments and explanation.

With respect to the report of the Statutory Auditors on the consolidated financial statements, regarding disclosure made under the heading other matters, with respect to consolidation of management certified financial statements of a joint venture company; it may be noted that since the audit of the said joint venture company is yet to be completed, the consolidation is made based on the unaudited financial statements furnished by its management. This has no material impact on the financial statement.

B. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2020-21.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 202021 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited, a material subsidiary, has also been carried out. Copy of Secretarial Audit Report of Dalmia Cement (Bharat) Limited is available at Company’s website at www.dalmiabharat.com.

C. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DEPOSITS

During the year under review, the Company has not accepted

any deposits from the public/member under Sections 73

and 74 of the Companies Act, 2013 read with Companies

(Acceptance of Deposits) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s Operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2021 and the date of the report.

NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable;

NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

P. K. Khaitan

Place: New Delhi Chairman

Dated: July 27, 2021 DIN-00004821