<dhhead>DIRECTORS' REPORT </dhhead>

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To the Members

The Directors are pleased to present the 105th Annual Report on the business and operations of Birla Corporation Limited ('Company'), along with the Audited Financial Statements of the Company and its Subsidiaries for the financial year ended 31st March, 2025. The Management Discussion and Analysis also forms a part of this Report.

FINANCIAL PERFORMANCE

The financial performance of the Company (Standalone and Consolidated) for the financial year ended 31st March, 2025 along with a comparison to the previous year, is summarised below:

(' in Crore)

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

The Company's full-year consolidated income was at '9,312.40 crore, which represents a decrease of 4.41% from the consolidated income of '9,741.79 crore during the financial year 2023-24. Cement sales by volume grew 2.48% year-on-year. While revenue and sales growth were marginally ahead of the industry average for the year, net profit decreased to '295.22 crore from '420.56 crore in the previous year. EBIDTA for the year fell 13.66% to '1,315.13 crore versus '1,523.17 crore in financial year 2023-24.

Pricing was a major challenge through the year with major players focusing on consolidating market share. However, the Company delivered superior performance by improving capacity utilisation through a rapid ramp up of Mukutban operations and overall cost efficiencies in power, fuel, logistics and overheads.

DIVIDEND

The Board has recommended a dividend of '10.00 per share (i.e. 100%) on 7,70,05,347 Ordinary Shares of the Company for the year ended 31st March, 2025 aggregating to '77.01 crore. The dividend recommended is in accordance with the Company's Dividend Distribution Policy and the same is uploaded on the Company’s website at https://www.birlacorporation. com/investors/policies/dividend-distribution-policy.pdf.

Dividend is subject to approval of the Members at the ensuing Annual General Meeting. 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. Accordingly, the Company shall make the payment of Dividend after deduction of tax at prescribed rates as per the Income Tax Act, 1961 and rules framed thereunder.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to Reserves and has decided to retain the entire amount of profit for the financial year 2024-25 in the Statement of Profit & Loss for the financial year ended 31st March, 2025.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2025 stood at '77.01 crore comprising of 7,70,05,347 Ordinary Shares of '10/- each. During the year, the Company neither has issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DEBENTURES

During the financial year, the Company undertook the following redemptions of Non-Convertible Debentures (NCDs):

• On 16th August, 2024, a partial redemption of '60 crore was made out of the '200 crore outstanding under 2,000 listed, secured, redeemable NCDs (Series-VI) of '10,00,000/- each. Accordingly, the face value of debentures has been reduced from '10,00,000/- to '7,00,000/- each.

• On 13th September, 2024, a partial redemption of '15 crore was made out of the '50 crore outstanding under 500 listed, secured, redeemable NCDs (Series-VII) of '10,00,000/- each. Accordingly, the face value of debentures has been reduced from '10,00,000/- to '7,00,000/- each.

• On 6th December, 2024, the Company fully redeemed 1,500 unlisted, secured, redeemable NCDs (Series-VIII) of '4,00,000/- each, amounting to '60 crore, upon maturity.

• On 28th February, 2025, the Company completed early full redemption of 1,500 listed, secured, redeemable NCDs (Series-IX) of '10,00,000/- each, aggregating to '150 crore, ahead of their scheduled maturity.

As on 31st March 2025, the Company’s outstanding Non-Convertible Debentures stood at '175 crore which are listed on the wholesale debt market segment of BSE Limited.

COMMERCIAL PAPER

During the year, the Company issued 1,000 units of Commercial Paper, each with a face value of '5,00,000/, amounting to a total of '50 crore. The allotment was completed on 20th August, 2024, with a maturity date of 18th November, 2024 and carried an annual coupon rate of 7.20%. The Commercial Papers were listed on the date of allotment and were duly redeemed upon maturity on 18th November, 2024.

FINANCIAL STATEMENTS

The Company has prepared its financial statements as per IND AS requirements for the financial year 2024-25. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect, in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31st March, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by following applicable IND AS issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year 202425 and date of this Report.

KEY FINANCIAL RATIOS

The key financial ratios of the Company showing financial performance for the financial year ended 31st March, 2025 are given herein below:

Note: Previous year's figures have been regrouped/reclassified.

* Interest Coverage Ratio was lower for the year ended 31st

March, 2025 due to decrease in EBIDTA as compared to last year.

** Operating Profit Margin, Net Profit Margin and Return on Net Worth are lower for the year ended 31st March, 2025 due to lower profitability.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2024-25.

CEMENT DIVISION

(a) CEMENT INDUSTRY OVERVIEW:

In the backdrop of general elections and extreme weather conditions in some regions, FY 2024-25 started on a difficult note due to unusually weak prices and sluggishness in demand. The cement industry in India had witnessed a capacity addition of around 45 million tons (mt) in FY 2023-24, which took total installed capacity to an estimated 641 mt as of March 31, 2024.1 Capacity expansion in FY 2023-24 was likely to have been the highest in a single year in a decade. But cement consumption by volume is estimated to have grown only 4-5% in FY 2024-25.2

As a result, average pan-India prices of cement declined 11% year-on-year in the first eight months of FY 2024-25, and is estimated to have remained 4-5% lower for the full year compared with the previous year.2 Weak pricing is estimated to have resulted in EBIDTA/ton for the full year declining 13-15% on average, and profit margin contracting 130-180 basis points.2

The industry benefited from benign fuel costs, as well as a sharp turnaround in demand and pricing in the March quarter of FY 2024-25. But it still wasn’t enough to mitigate the pricing headwinds faced by the industry in FY 2024-25.

The capacity share of major players in India has been rising progressively, from 35% in FY 2011-12 to an estimated 60% by the end of the current financial year.1 Their market share, in terms of demand, has been steadily expanding from 47% in FY 2011-12 to around two-thirds by the end of FY 2025-26.1 The change in market dynamics led to companies altering their strategies to adapt.

Amid the rapid scaling up of capacity and consolidation, demand for cement is seen rising 6-7% to 475-480 mt by the end of FY 2025-26.2 Increased government outlay on capex, restarting of state-run infrastructure projects and a healthy start to monsoons should boost cement demand.

1 Estimates of CARE Ratings

2 Estimates of ICRA

(b) REVIEW OF OPERATIONS AND PERFORMANCE:

After a poor start to FY 2024-25, pressure on manufacturers intensified during the traditionally weak monsoon quarter with prices plummeting to record lows. Recovery started only at the end of2024, and gathered momentum December onwards.

Price hikes in December could be sustained, and, as demand gathered steam, the Company could raise prices again in subsequent months. As a result, the March quarter of FY 2024-25 stood out for many landmark achievements such as capacity utilization of 104.54%, the highest ever production and sales by volume and the highest ever sales of premium products.

Despite challenging market conditions, the Company managed to maintain its capacity utilization at 91.48% for the full year as against 89.11% in the FY 2023-24.

On the back of a turnaround in the last two quarters, the Company has managed to firmly re-establish itself on a growth trajectory. There are now clear signs of demand strengthening on account of increase in government spending on infrastructure and construction of rural homes gaining momentum on the back of timely arrival of monsoon and its consequent fillip to agriculture.

Even amid challenges, the Company managed to ramp up production and sales from RCCPL's Mukutban unit in Maharashtra, which in FY 202425, made a significant contribution to profitability. Boosted also by cost rationalization initiatives, Mukutban unit has now emerged as one of the most efficient cement manufacturing units in India.

Led by Perfect Plus, the flagship brand, the Company achieved an 11.28% year-on-year growth in sales by volume of premium products over FY 2023-24. Premium products accounted for 59.50% of the Company’s sales during the year as against 53.72% in FY 2023-24. Perfect Plus has, on its own, grown 14.76% during the year, and now commands a premium in pricing over competitors in the Company’s core market of Uttar Pradesh. In Madhya Pradesh, it is at par with its nearest rivals in the segment.

Production of the Company (Standalone):

The details of production of clinker and cement of the Company are as follows:

Production of RCCPL Private Limited (RCCPL), wholly owned material subsidiary of the Company:

The details of production of clinker and cement of RCCPL are as follows:

Sales:

During the year under review, the Company has registered a decrease of 2.52% in cement sales on standalone basis and an increase of 2.48% on consolidated basis. In absolute terms, the sale of cement on standalone basis has decreased to 93.72 lakh tons from 96.14 lakh tons in the previous year.

RCCPL has sold 89.34 lakh tons of cement during financial year 2024-25 compared with 81.84 lakh tons in the previous year.

Power Plant (Standalone):

The details of power generated at various plants of the Company are as under:

Cost and Profitability:

The cement division’s EBIDTA per ton for FY 202425 declined 15.53% to '683, largely on account of poor realization through the first 8-9 months of the year. Realization for the full year was down 6.52% at '4,866 per ton. This resulted in EBIDTA margin for the year getting squeezed by 149 basis points to 14.03% (15.52% in FY 2023-24).

However, starting in December, the Company managed to claw back: EBIDTA per ton for the March quarter rose to '1,014, up 5.15% over the previous year, while EBIDTA margin for the quarter rose to 20.33% (18.59% in the same period last year). Compared with the previous year, realization per ton for the March quarter was still marginally lower at '5,103.

The Company benefited from declining power and fuel cost all through the year. Power and fuel cost for the full year at '1,035 per ton was 13.57% lower than FY 2023-24. Production of coal at Sial Ghogri was at 303,000 tons compared with 328,500 tons in FY 2023-24.

The Company has been consistently ramping up the consumption of green power. In FY 2024-25, the share of green power in total power consumed was at 24.83%, one percentage point higher than in the previous year. In January 2025, RCCPL’s Maihar unit concluded an agreement to source from an external supplier 12 MW of wind-solar hybrid power.

Marketing Initiatives:

In FY 2024-25, the Company registered a 2.48% growth in sales volume over the previous year. Dispatches from the Mukutban unit, commissioned in 2022, stabilized and remained consistent throughout the year.

The Company sustained a steady performance in sales growth and continued to maintain a strong market share in the premium segment. Premium cement accounted for 59.50% of trade channel sales, reflecting a robust positioning in this category.

Blended cement, a high-yield product, constituted 81.72% of the Company’s total sales for the year, underscoring strong customer preference. The focused approach on market share retention and strategic push in key product segments translated into a resilient overall performance.

The Company launched an initiative titled Unnati, aimed at driving profitability-led growth. Built on five core pillars—profitable revenue growth, cost optimization, sustainable growth, right to win markets and channel engagement—Unnati delivered tangible results, generating savings of '36.92 crore and contributing significantly to improved profitability.

IT and Digital Initiatives:

In line with its commitment to improve operational efficiency by every parameter, the Company significantly advanced its digital transformation programme during the year. Technology-driven initiatives were successfully deployed across critical functions such as manufacturing, supply chain, sales, logistics, marketing, and human resource management.

Key highlights include optimization of cloud resources, strategic implementation of cybersecurity measures to protect critical infrastructure, and the expansion of digital capabilities through the launch of a new Expense and Reimbursement module.

To strengthen quality control processes, the Company integrated its electronic Laboratory Information Management System (eLIMS) with SAP. Legal compliance was reinforced through the deployment of Legatrix Software across mining operations. Additionally, the dealer experience was enhanced with new features added to the Humsafar app.

These initiatives collectively underscore the Company's strategic focus on digitalization to drive quality, efficiency, compliance and customer satisfaction.

Mining Operations at Chanderia:

The Mining Operations through blasting at the Chanderia plant has been suspended since August, 2011 owing to the Order of Jodhpur High Court (Rajasthan), which was challenged by the Company before the Hon'ble Supreme Court. As a partial relief, the Supreme Court allowed mining operations beyond two kms from the Chittorgarh Fort by using heavy earth moving machinery. The Hon'ble Supreme Court further directed the Central Building Research Institute (CBRI) to submit a report after comprehensive study of all relevant aspects and facets relating to full-scale mining operations and its impact, if any, on the Chittorgarh Fort. The report of CBRI concluded that vibrations and air pressures induced by the mine of Birla Cement Works and adjoining mines are well within safe limits as per national and international standards and there is no damage to the Fort due to the mining operations.

In its judgement dated 12th January, 2024, while appointing multi-disciplinary expert committee to be constituted by Chairman, IIT (ISM) Dhanbad to undertake the study of environmental pollution and impact on all structures in the Fort from the blasting operations, Hon’ble Supreme Court has put a restriction on mining by blasting upto 5 kms from the Fort.

The Expert Committee has submitted its report to Hon’ble Supreme Court in September, 2024. As per the report, there is no impact of blasting in the mines of the Company on Chittorgarh fort. The matter is sub judice.

Pending decision in the matter, the Company continues to carry out mining operations in its mines at Chanderia entirely by mechanical means.

(c) THREATS AND OPPORTUNITIES:

After remaining vigilant for over a year, the Reserve Bank of India (RBI) has reprioritized its monetary policy to stimulate accelerated economic growth by lowering interest rates. Steps taken by RBI are expected to lead to a domestic private consumption and investment-led economic growth amid moderate inflationary pressure.

The cement industry is expected to benefit significantly from these interventions and healthy monsoons expected in 2025. However, there are concerns about international geo-political tensions impacting economic growth.

Such external shocks could impact the cement industry. For instance, energy prices have remained moderate for the past couple of years, but could potentially rise due to geo-political disturbances. If that were to happen, the cement industry could face cost pressure and margin squeeze.

(d) OUTLOOK:

The Union government has, in its budget proposals for FY 2025-26, announced a capital investment outlay of '11.21 lakh crore for the infrastructure sector. Also, real GDP growth is projected to grow at 6.5% in FY 2025-26 the same as in FY 202425. Economic growth gaining momentum in the manner projected by RBI should translate into a healthy recovery in cement demand, which is expected to grow in a sustained manner at 6-7% over the next few years.

However, with new capacity getting commissioned, average capacity utilisation may not improve significantly in the near term. It is expected that sustained growth in demand notwithstanding, raising prices will be a key challenge for cement manufacturers, largely due to capacity overhang.

In view of the market scenario, the Company has budgeted for a moderate price increase of 1-2% for FY 2025-26. Input costs remaining stable, the Company will look to increase profitability through its sustained efforts at improving efficiency across functions.

Along with its subsidiary RCCPL, the Company’s manufacturing units are now geographically distributed in a balanced manner in the northern and central regionals. With capacity utilization remaining high even amid challenges, the Company is now looking to kick off its next round of growth by setting up new units.

All figures stated in the Directors' Report are consolidated figures unless otherwise indicated.

JUTE DIVISION

(a) JUTE INDUSTRY OVERVIEW:

The jute industry in India is witnessing mixed trends in domestic and international consumption. Though domestic consumption remains strong, the export market is riddled with challenges due to fluctuating prices and intense competition.

Though European markets have opened up and exports are on the rise again, it is estimated that 90% ofjute goods produced in India are consumed within the country. So the industry remains hugely dependent on domestic consumption, mostly by government agencies. Exports, though, have been growing at a compounded annual growth rate of 9% in the past few years.

Domestic sales are often impacted by swings in government orders and rise in raw jute prices. Also, a large number of jute mills have come into operation in North Bengal, which remain completely unregulated. Compared with compliant mills in the regulated sector, these unorganised sector mills have a significantly lower production cost and are leveraging this advantage to fast expand their market share.

(b) PERFORMANCE:

The Company’s Jute Division reported a negative EBIDTA of '6.13 crore for the financial year 202425, compared to a positive EBIDTA of '20.74 crore in the previous year. The decline in EBIDTA is primarily attributed to the following factors:

• Irregular government procurement orders during the year led to reduced production levels, while export orders also witnessed a downturn.

• A decline in demand for fine fabric, combined with increased production capacity by competitors, further impacted profitability.

The division has also been exploring a new business line involving the manufacturing and sale of jute shopping bags, reporting sales of '30.93 crore in FY 2024-25, down from '55.32 crore in the previous year. Nevertheless, this segment is expected to witness significant growth in the coming years.

Production & Dispatch

Sales

(c) COST AND PROFITABILITY:

Rising input costs are increasingly impacting the competitiveness of the jute industry. The price of raw jute is highly volatile, varying significantly from year to year. Additionally, the industry remains labour-intensive, resulting in disproportionately high wage cost, compared with unregulated mills.

(d) THREATS AND OPPORTUNITIES:

Uncertainty surrounding crop output poses a significant risk of a sharp rise in raw jute prices.

At the same time, the rising cost of manufacturing jute bags has further widened the price gap between jute and synthetic alternatives. If this disparity worsens, more commodities may shift to synthetic packaging.

However, increasing global awareness of the environmental impact of synthetic packaging should in the foreseeable future revive global demand for eco-friendly jute products.

(e) OUTLOOK:

With renewed management focus and improved operational efficiency, the company’s jute division is showing signs of turning around. After three consecutive quarters of making losses, the jute division reported a cash profit of '4.43 crore in the March quarter of FY2024-25.

The division has significantly reduced conversion cost, while raising order execution, both domestic and overseas. Significant sales growth was achieved in the last quarter of FY2024-25: domestic sales were up 8% over the same period last year while exports grew 18%.

I n addition to sustained focus on sales of value- added jute goods, the division has started exploring opportunities at increasing research and development in partnership with institutes of repute. This will facilitate collaborative research, product development, industrial trials and commercialisation of new value-added fibres.

The new management team has been given the mandate of turning Birla Jute Mills into the most admired jute processing unit in terms of cost, profitability and safety. The division remains confident that it will, in the years ahead, make significant contribution to the company’s revenue as well as profits.

Birla Jute Mills is the only unit in the industry which has been in operation for more than 100 years under the same management.

It has adopted the 5E approach to raising the bar, in which the E represents Excel, Expand, Exports, Entrepreneurship and Enhance.

VINDHYACHAL STEEL FOUNDRY

Vindhyachal Steel Foundry produces iron & steel castings primarily for internal consumption. The total production of castings during the year has been 431.63 Ts. as against 570.92 Ts. in the previous year. The total sale of castings during the year was 278.64 Ts. (including 269.21 Ts. inter departmental transfer) as against 352.27 Ts. (including 321.47 Ts. inter departmental transfer) in the previous year.

CAPITAL EXPENDITURE

The details of various Capital Expenditure and Projects of the Company and its Material Subsidiary during the financial year 2024-25 are as follows:

Birla Corporation Limited

• Installation of conveying system to transport clinker from CCW to BCW at Chanderia Unit.

• Installation of conveying system to transport fine coal from NCCW to CCW at Chanderia Unit.

• Replacement of existing diesel dumpers with EV Dumpers at Sagmania Mines at Satna Unit.

• Installation of CO2 gas purging system for coal mill hoppers at Durgapur Unit.

• Installation of new weigh bridge no 3 dedicated for weighing of loaded cement trucks at Durgapur Unit.

RCCPL Private Limited (Wholly Owned Material Subsidiary Company)

• Installation of Alternate Power supply (132KV) arrangement at Switch yard (Bypass arrangement of GIS) at Maihar Unit.

• Installation of Over- head Electrification of plant Railway Siding at Maihar and Mukutban Unit.

• Installation of new Truck Tippler system for Coal Handling at Maihar Unit.

• Installation of dedicated bulk loading arrangement below silo no 3 at Mukutban Unit.

• Setting up of concrete testing laboratory at Kundanganj Unit.

STRATEGIC INVESTMENT IN RENEWABLE ENERGY

As part of its ongoing commitment to sustainability and clean energy, the Company has taken step in strengthening its renewable energy portfolio. On 7th March, 2025, the Company entered into a Share Purchase Agreement (SPA) and a Power Purchase Agreement (PPA) for the acquisition of a 6.04% equity stake in CGE II Hybrid Energy Private Limited. This investment comprises of 57,12,120 equity shares of '10/- each amounting to '5,71,21,200 (Rupees Five Crore Seventy-One Lakh Twenty-One Thousand Two Hundred only).

Through this investment, the Company will secure up to 6 MW of hybrid wind-solar power on a captive consumption basis for its manufacturing facility located in Chanderia, Rajasthan.

RCCPL Private Limited, wholly owned material subsidiary of the Company, on 30th August, 2024 entered into a Share Purchase Agreement (SPA) and a Power Purchase Agreement (PPA) for the acquisition of 3.12% equity shares in Continuum MP Windfarm Development Private Limited consisting of 1,39,15,200 equity shares aggregating to '13,91,52,000/- (Rupees Thirteen Crore Ninety-One Lakh Fifty-Two thousand only) to source wind-solar power as a captive consumer for a capacity of up to 12 MW from a project located in Jaora in the State of Madhya Pradesh. The said acquisition was completed on 12th November, 2024.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, the Annual Return as on 31st March, 2025 is available on the Company's website at https://www.birlacorporation. com/annual-return.html.

COMPOSITION. NUMBER AND DATES OF MEETINGS OF THE BOARD AND COMMITTEES

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2024-25 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings attended by each Director during the financial year 2024-25 are also provided in the Report on Corporate Governance. The Independent Directors of the Company held a separate meeting during the financial year 2024-25 details of which are also provided in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

(b) the accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profit for the year ended 31st March, 2025;

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

(d) the annual accounts for the year ended 31st March, 2025, have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that the financial controls are adequate and are operating effectively;

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees, investments and acquisition covered under the provisions of Section 186 of the Companies Act, 2013, are given in the Notes forming part of the Standalone Financial Statements.

CREDIT RATING

During the year under review, CRISIL has reaffirmed its ratings for Commercial Paper (CP) to the extent of '200 crore (reduced from '300 crore) as “A1+”.

ICRA has re-affirmed its rating of “AA” (Outlook revised to “Stable” from “Negative”) for Long Term Non-Convertible Debentures of the Company of '250 crore. The rating Committee of CARE has also reaffirmed its rating as “CARE AA” (Outlook revised to “Stable” from “Negative”) for the Non- Convertible Debentures of '250 crore. During the financial year 2024-25, Debentures worth '75 crore were repaid as per the repayment schedule and balance amounting to '175 crore are outstanding as on date.

Further, CARE has reaffirmed its rating on Long Term Facilities as “CARE AA” (Outlook revised to “Stable” from “Negative”) and “CARE A1+” (Outlook Stable) for the Company's Long Term / Short Term Bank facilities aggregating to '1420.66 crore.

India Ratings and Research has reaffirmed “IND AA” (Outlook Stable) ratings to Non-Convertible Debentures (listed) issued at floating coupon rate amounting to '150 crore which were prepaid during the year.

Further, during the year, India Ratings and Research reaffirmed “IND AA” (Outlook Stable) ratings to NonConvertible Debentures (unlisted) amounting to '60 crore which were fully redeemed upon maturity i.e. on 6th December, 2024.

Also, India Ratings and Research has assigned “IND AA” (Outlook Stable) ratings to Term Loan amounting to '250 crore.

FINANCE

The Company efficiently manages its surplus fund by investing in debt securities, fixed deposits with banks, financial institutions, and companies with high creditworthiness. Additionally, it allocates funds to debt-oriented mutual fund schemes, prioritizing safety, liquidity, and optimal returns. Borrowings are continuously monitored to identify opportunities for refinancing or prepayment in order to minimize borrowing costs and mitigate foreign exchange risks.

CORPORATE GOVERNANCE

The Board of Directors reaffirm their unwavering commitment to upholding strong Corporate Governance Practices in line with the guidelines set forth by the Securities and Exchange Board of India ('SEBI'). The Company has adhered to the Corporate Governance Code as mandated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on the Report on Corporate Governance, along with a certificate from the auditors confirming compliance of conditions of Corporate Governance, is annexed and forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year 2024-25 were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. The transactions are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, during the year under review, there were no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted, along with a statement giving details of all related party transactions, are placed before the Audit Committee for its review on quarterly basis.

The Company’s Policy on dealing with Related Party Transactions is uploaded on the Company website and may be accessed at the link https://birlacorporation.com/ investors/policies/policy-on-related-party-transactions- BCL.pdf.

The details of the transactions with related parties pursuant to IND AS during financial year 2024-25 are provided in the accompanying financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in “Annexure - A”, which is annexed hereto and forms part of the Directors' Report.

RISK MANAGEMENT

The Board and Management of the Company are fully committed to maintaining robust risk management systems to safeguard the interests of both the Company and its shareholders. The Board and senior leadership set a strong tone at the top, emphasizing a culture of proactive and transparent risk identification and management.

To formalize this approach, the Board has constituted a Risk Management Committee responsible for formulating, implementing, and monitoring the Risk Management Plan and Policy (‘Policy’) of the Company. This Policy is also periodically reviewed by the Audit Committee and approved by the Board, ensuring that the risk framework remains dynamic and aligned with the evolving business environment.

The Company has established comprehensive systems and processes to identify, assess, and manage risks inherent in its operations and strategic initiatives. These mechanisms help monitor the Company’s exposure to key risks that may affect its long-term sustainability, reputation, or performance. The objective is to ensure timely identification and effective mitigation of risks that could potentially impact the Company’s growth or corporate standing.

Key risk areas have been identified, and specific mitigation strategies have been developed across a wide range of domains, including Raw materials and fuel, Quality, Market, Litigation, Logistics, Community relations, Intellectual property, Project execution, Business continuity plan, Financial, Human Resource, Fraud, Environment, Information technology and cyber security, Statutory and regulatory compliance.

Through this structured and evolving approach, the Company aims to enhance resilience, support strategic decision-making and sustain long-term value creation.

AWARDS & RECOGNITIONS

During the financial year 2024-25, various units of the Company received several awards and recognitions for excellence in sustainability, safety, operations, and community initiatives. The details are as follows:

Satna Unit:

• “5-Star Rating Award” conferred upon Sagmania Limestone Mines by the Indian Bureau of Mines (IBM) for scientific, efficient and sustainable mining practices.

• “5-Star Amrit Kalash Award” awarded to Sagmania Limestone Mines as a 5-Star Mine in the Jabalpur Region during the 34th Mines Environment and Mineral Conservation Week 2024-25 by the IBM.

• “Performance Excellence Award (Level-1)”, along with 5-S JUSE Certification, presented by the Quality Circle Forum of India (QCFI), Gwalior, in recognition of the Unit’s continuous commitment to business excellence.

Chanderia Unit:

• Second Prize under the Safety Award 2025 for large- scale industries, awarded during the 54th National Safety Day celebrations held in Jaipur, Rajasthan.

• “Shiksha Bhushan” Award for excellence in education under CSR initiatives, conferred during the 28th State-Level Bhamashah Samman Samaroh by the Government of Rajasthan.

• Apex India Green Leaf “Platinum Award - 2023” for sustainability in the Cement sector, awarded by the Apex India Foundation, New Delhi (May 2024).

• 10th Annual Greentech HR Award 2023 in the Employee Engagement category, presented by the Greentech Foundation, New Delhi (August 2024).

• Second Prize among large industries for safety performance, awarded by the Factories & Boilers Department (March 2025).

Raebareli Unit:

• “Gold Certificate” at the 6th ICC National Occupational Health & Safety Conference & Awards 2024, organized by the Indian Chamber of Commerce.

• “Certificate of Appreciation” under the Manufacturing Sector (Group-D: Engineering, Cement, Steel, etc.), awarded by the NSCI Safety Awards 2024.

Durgapur Unit:

• “Gold Award” under the Apex India Green Leaf Award for Environment Excellence in the Cement sector, awarded by the Apex India Foundation.

• “Gold Award” under the Occupational Health & Safety Award in the Cement sector, presented by the Sustainable Development Foundation.

OCCUPATIONAL HEALTH & SAFETY

The Company recognizes that excellence in Health, Safety and Environment (HSE) is an ongoing journey and is steadfast in its commitment to implementing best practices while ensuring compliance with both national and international standards.

The Health, Safety & Well-being of the employees, sub-contractors and all associated personnel are of paramount importance. The Company is dedicated to take care of everyone involved in its operations and conducting all activities in an environmentally sustainable manner.

To reinforce the safety culture, the Company actively identifies hazards, assesses risks and implement appropriate control measures to reduce risks to as low as reasonably practicable. All incidents are thoroughly investigated, and corrective and preventive actions are enforced. Structural integrity, design safety and process safety are embedded within organizational practices.

Embracing technological advancements, the Company has deployed AI-enabled cameras to enhance safety compliance. QR code-based safety inspections are conducted across plant locations using the Boots on Ground (BoG) application. Observations, incident reporting, and action tracking are managed through an integrated online platform.

A separate capital expenditure (CAPEX) budget is allocated annually for the safety provisions and maintenance of safety and health-related assets. This includes essential safety equipment and disaster management infrastructure.

In pursuit of accident prevention, the Company has adopted comprehensive safety programs, including structural stability dashboard for tracking & monitoring, process safety assessment, Hazard and Operability (HAZOP) studies, structured risk assessments and control measures, emergency preparedness, incident investigation and analysis, and the horizontal deployment of learnings from incidents in other industries or plants. Near-miss incidents, even those without injuries, receive serious attention and are incorporated into preventive planning.

To drive behavioural change and enhance safety awareness, the Company conducts a range of training programs such as behaviour-based safety, job-specific training, and general safety awareness sessions. Safety leadership and visible felt leadership workshops are regularly organized for senior personnel at both plant and corporate levels.

The Company ensures full compliance with statutory requirements under the Factories Act and Mines Act. All critical equipment, such as lifting tools, pressure vessels and cranes, undergo mandatory inspections by certified professionals.

To continuously reinforce a safety-first mindset, safety posters, slogans, standard operating procedures (SOPs), and Do’s and Don’ts are prominently displayed throughout the facilities, including shop floors, canteens, and plant gates. Annual observances such as National Safety Week, Mines Safety Week, Road Safety Week, and Fire Service Day are celebrated to foster a culture of safety and raise awareness among all employees and workers.

CORPORATE SOCIAL RESPONSIBILITY

The Company is actively engaged in a wide range of social and philanthropic initiatives, both independently and in collaboration with various Trusts and Societies. As a committed partner in the communities where it operates, the Company consistently takes meaningful actions to fulfil its social responsibility objectives. Over the decades, it has played a proactive role in driving socio-economic development, contributing across diverse areas such as healthcare, education, women’s empowerment, rural infrastructure, and environmental sustainability. These efforts have positively impacted the lives of lakhs of people across India through numerous social, cultural, educational, and environmental programs.

In accordance with the provisions of the Companies Act, 2013, the Company has formulated a Corporate Social Responsibility (CSR) Policy, which outlines the framework for developing and implementing programmes and projects aimed at benefiting society. This Policy has been duly approved by the CSR Committee and the Board of Directors. It serves as a strategic roadmap, guiding the Company’s CSR initiatives and establishing the overarching principles for achieving its CSR objectives. Pursuant to the CSR Policy, the Company continues to fulfil its CSR obligations through a combination of its own initiatives and contributions to external trusts, societies, and other non-governmental organisations engaged in social service. In line with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, notified by the Ministry of Corporate Affairs, the Company has further streamlined its CSR processes to ensure strict compliance with the regulatory framework.

The CSR Policy is available on the Company's website and can be accessed at: http://www.birlacorporation. com/investors/policies/csr-policy.pdf.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the applicable rules framed thereunder, the Annual Report on CSR activities, in the prescribed format, is provided in “Annexure - B”, which is annexed to and forms an integral part of the Directors' Report.

ENVIRONMENTAL SUSTAINABILITY

The Company remains committed to sustainable development and environmental stewardship. It has undertaken various initiatives to address climate change, with a particular focus on reducing CO2 emissions and preventing pollution. The Company's carbon footprint is among the lowest in the industry, and approximately 85% of its product portfolio comprises green products, primarily blended cement.

Significant afforestation efforts have been carried out across factory premises and mining areas. The Company is also water positive, driven by comprehensive water conservation measures such as rainwater harvesting, protection and sustainable use of water resources and operational efficiencies like using air-cooled condensers in captive power plants instead of water-cooled systems. Additionally, treated wastewater is reused for dust suppression and plantation, reinforcing the Company’s commitment to sustainable resource management.

Environmental protection and sustainable development are integral to the Company’s core business strategy and decision-making processes. Emissions such as Particulate Matter (PM), SO2, and NOx from plant stacks are maintained well within regulatory limits and are continuously monitored through advanced online Continuous Emission Monitoring Systems (CEMS). To mitigate NOx emissions, the Company has implemented Selective Non-Catalytic Reduction (SNCR) systems—an advanced technology that reduces nitrogen oxide levels without the use of catalysts—at both the Satna and Chanderia plants.

Efforts to conserve limestone reserves include optimizing usage through blending of high-grade and low-grade limestone. Dust pollution in mining areas and along connecting roads is controlled through the deployment of water tankers, pumps, rain guns, and pressurized water spray systems. Treated wastewater from Sewage Treatment Plants (STPs) is effectively reused for dust suppression and green belt development, ensuring optimal resource utilization. The Company remains focused on reducing its carbon footprint and greenhouse gas emissions by adopting energy-efficient and environmental friendly technologies aimed at enhancing both power and thermal efficiency across its operations.

To promote water conservation, the Company has implemented rainwater harvesting in mined-out areas, along with rooftop water harvesting and water recharge systems at its plants, further enhancing its Water Positivity initiatives. The Company has also introduced an Alternative Fuel and Raw Material Feeding System (AFR) at its clinker manufacturing units, enabling the continuous use of alternative fuels. This system reduces dependence on natural resources like coal, ensures a steady supply of alternative fuels throughout the year, and contributes to lowering fuel costs while reducing

the carbon footprint. Additionally, municipal waste is being co-processed in the kiln. State-of-the-art pre- and co-processing facilities have been installed at various units to ensure the consistent use of alternative fuels in the kiln, further advancing the Company’s commitment to sustainability.

The Company has implemented Waste Heat Recovery Systems at all its clinker manufacturing plants, utilizing hot gases from the pre-heater and clinker cooler to generate significant power. This initiative has led to a reduction in Greenhouse Gas (GHG) emissions. Additionally, grinding aids are introduced across all units to enhance the consumption of fly ash and slag. To further protect the environment, the Company significantly increased its consumption of fly ash in the financial year 2024-25 at various cement plants. The Company also operates its own slag granulation unit in Durgapur, optimizing slag consumption in an eco-friendly manner. These measures have resulted in a reduction of clinker usage, leading to lower GHG emissions, while maintaining the quality and strength of the cement produced. With a view to promote renewable energy and also to produce energy through cleaner and greener sources, the Company has installed Solar Power Plants at its Integrated Cement Plants. Also, it is sourcing solar power for Raebareli Plant in group captive mode in long term Power Purchase Agreement (PPA).

RCCPL Private Limited, a wholly owned subsidiary of the Company, has also undertaken significant green energy initiatives. Waste Heat Recovery Systems have been installed at the Maihar and Mukutban units, while Solar Power Plants have been set up at the Maihar and Kundanganj units, operating in captive mode. Additionally, a new Solar Power Plant has been installed at the Kundanganj unit under a long-term Power Purchase Agreement (PPA) in a group captive mode. During the year, the Company had successfully executed a long-term PPA for hybrid power (solar and wind) in group captive mode for the Maihar unit. Furthermore, the Maihar plant sources fly ash via BTAP rail wagons—a specialized type of wagon designed to transport powdery materials like fly ash and alumina—representing a highly sustainable mode of transportation.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report ("BRSR"), which provides disclosures on the Company's performance across Environment, Social, and Governance (ESG) parameters for the financial year 2024-25, forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Articles of Association of the Company, Shri Sandip Ghose (DIN: 08526143), Managing Director & Chief Executive Officer of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Re-appointment/Retirement/ Cessation:

Re-appointment:

The tenure of Shri Sandip Ghose (DIN: 08526143), Managing Director & Chief Executive Officer of the Company, is due to expire on 31st December, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 9th May, 2025, approved and recommended the re-appointment of Shri Sandip Ghose for a further period of three years with effect from 1st January, 2026 to 31st December, 2028, liable to retire by rotation. The terms and conditions of his reappointment, including remuneration are in accordance with the applicable provisions of the Companies Act, 2013 and Schedule V thereto. The proposal for his reappointment is included in the Notice of the Annual General Meeting (AGM) for shareholders’ approval.

Relevant details, as required under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 (SS-2), are provided in the annexure to the Notice of the AGM.

Retirement:

Smt. Shailaja Chandra (DIN: 03320688), Non-Executive Independent Director of the Company, retired from the Board of Directors upon completion of her tenure with effect from the close of business hours on 4th February, 2025. She had been associated with the Board since 2015. During her tenure, she served as the Chairperson of the Nomination and Remuneration Committee and the Risk Management Committee and was also a member of the Audit Committee and the Corporate Social Responsibility Committee. The Board places on record its sincere appreciation for her invaluable support, advice and guidance to the Company and its Management. Her contributions significantly aided in strengthening the Company’s governance framework and driving resilient growth and performance.

Cessation:

During the year under review, none of the Director has resigned from the Board of Directors of the Company. After the end of the financial year, Shri Dilip Ganesh Karnik (DIN: 06419513) resigned from the position of Non-Executive Non-Independent Director of the Company with effect from close of business hours of 9th May, 2025 in view of his various other commitments and responsibilities. The Board places on record its sincere appreciation for the valuable support, advice and guidance provided by Shri Karnik to the Company and the Management during his tenure.

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013 read with the Rules framed thereunder, the following are the Key Managerial Personnel (KMP) of the Company as on 31st March, 2025:

1. Shri Sandip Ghose: Managing Director & Chief Executive Officer.

2. Shri Aditya Saraogi: Group Chief Financial Officer.

3. Shri Manoj Kumar Mehta: Company Secretary & Legal Head.

During the year under review, there were no changes in the composition of the KMPs of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. There has been no change in circumstances affecting their status as Independent Directors of the Company.

Further, all Independent Directors have submitted declarations confirming compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, regarding their enrolment with the Data Bank maintained by the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, all Independent Directors possess the requisite qualifications, experience, and expertise, and demonstrate high standards of integrity. They continue to discharge their responsibilities with objectivity, independence ofjudgment, and without any external influence. A detailed list of key skills, expertise, and core competencies of the Board, including that of the Independent Directors, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

COMPANY'S POLICY ON DIRECTORS1 APPOINTMENT AND REMUNERATION

In terms of Section 178 of the Companies Act, 2013 read with Rules framed thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, had formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of the Company, outlines, inter alia, the aims and objectives, the principles of remuneration, and the components both fixed and variable of the remuneration package. It also provides guidelines for determining the remuneration of Executive and Non-Executive Directors, as well as criteria for the identification of Board Members and the appointment of Senior Management.

The criteria for identification of the Board Members, including those for determining qualifications, positive attributes, independence, etc., are summarized as follows:

• A Director should possess high level of personal and professional ethics, integrity and values. They should be able to balance the legitimate interest and concerns of all the Company's stakeholders in arriving at decisions, rather than advancing the interests of a particular constituency.

• A Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate management's working as part of a team in an environment of collegiality and trust.

• For every appointment of an Independent Director, the Committee shall evaluate the skills, knowledge, expertise and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended for such role shall meet the description.

• In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievements. Factors like eligibility criteria, independence, term and tenure of a Director should be in accordance with the provisions of the Act and the Listing Regulations for the time being in force.

• The Committee evaluates each individual with the objective of having a group that best enables the success of the Company's business and achieve its objectives.

The Nomination and Remuneration Policy as approved by the Board is uploaded on the Company's website and may be accessed at the link https://birlacorporation. com/investors/Nomination--and-Remuneration-Policy. pdf.

The Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee pursuant to the powers delegated to it by the Board, has carried out an annual evaluation of the performance of the Board, the Directors individually as well as the evaluation of the functioning of various Committees based on the criteria for performance evaluation forming part of the Performance Evaluation Policy of the Company.

For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Independent Directors; Non-Independent Chairman and Non-Independent Non-Executive Directors; and Executive Directors.

The criteria for evaluation include factors such as engagement, strategic planning, vision and direction for growth and development, team spirit and consensus building, effective leadership, domain knowledge, ensuring best practices in governance, financial management and operations, contributions towards achieving short term and long term goals of the Company and roadmap for achieving them, management qualities, team work abilities, result/achievements, understanding and awareness, leadership qualities, motivation/commitment/diligence, integrity/ ethics/ values and openness/ receptivity.

The Independent Directors of the Company in its separate meeting held during the year reviewed the performance of Non-Independent Directors and Board as a Whole and Chairman of the Company taking into account the views of Executive Directors and NonExecutive Directors.

Further, the performance evaluation of Independent Directors of the Company was done by the entire Board, excluding the Independent Director being evaluated.

The overall performance evaluation exercise was successfully concluded to the satisfaction of the Board.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2025, the Company has 7 (Seven) subsidiary companies, namely RCCPL Private Limited, Lok Cement Limited, Talavadi Cements Limited, Birla Jute Supply Company Limited, Budge Budge Floorcoverings Limited, Birla Cement (Assam) Limited and M.P. Birla Group Services Private Limited. Additionally, the Company has 3 (Three) deemed wholly owned subsidiary companies, namely AAA Resources Private Limited, Utility Infrastructure & Works Private Limited and SIMPL Mining & Infrastructure Limited (formerly known as Sanghi Infrastructure M.P. Limited).

During the financial year, Birla Corporation Cement Manufacturing PLC, Ethiopia was liquidated and accordingly, ceased to be a subsidiary of the Company. Additionally, one subsidiary company, namely Thiruvaiyaru Industries Limited is currently under the process of voluntary winding up.

In light of the above developments, these entities have not been considered in the preparation of the Consolidated Financial Statements for the year.

During the year, no Company has ceased to be a Joint Venture or Associate Company of the Company.

The “Policy on 'Material' Subsidiary” is available on the Company's website and may be accessed at the link https://birlacorporation.com/investors/policies/policy- on-material-subsidiarv.pdf.

Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1 forms part of the Consolidated Financial Statements and is therefore not repeated here for the sake of brevity.

Further, in accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Financial Statements of each of the Subsidiaries are available on the Company’s website at www.birlacorporation.com.

DEPOSITS

During the year, the Company has not accepted any deposits from the public, as defined under Section 73 of the Companies Act, 2013, and the Rules framed thereunder.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

The Division Bench of the Hon'ble High Court at Calcutta, while disposing of the various appeals filed from the judgment and order dated 18th September, 2020 passed by the Hon'ble Single Bench, vide its judgment and order dated 14th December, 2023 passed in APO No. 92 of 2020 and other connected appeals has clarified that the Estate of Priyamvada Devi Birla (PDB) comprised only of shares/assets mentioned in the affidavit of assets filed in the testamentary suit (T.S. No. 6 of 2004) arising out of the last Will and Testament dated 18th April, 1999 (a registered instrument) of Priyamvada Devi Birla. The rights and powers of the Joint Administrator Pendente Lite (APLs) appointed over the Estate of PDB is restricted only to the assets comprised in the Estate of PDB and nothing further. The defendants in the testamentary suit have filed Special Leave Petitions against the aforesaid judgment and order dated 14th December, 2023. Leave has been granted by the Hon'ble Supreme Court to file the Special Leave Petitions. No order of stay of the judgment and order dated 14th December, 2023 or any interim order has been passed in the said Special Leave Petitions.

It is pertinent to mention here that the Estate of Priyamvada Devi Birla holds only 1260 shares (0.001%) in the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal control systems and procedures, which are in line with its size and the nature of its business. The primary objective of these systems are to ensure the efficient use and protection of the Company's resources, accuracy in financial reporting and compliance with applicable statutes, corporate policies and procedures.

Internal audits are conducted periodically across all locations by Management Audit Team, Chartered Accountants or audit firms, who assess and report on the efficiency and effectiveness of the internal controls. The adequacy of these internal control systems is reviewed by the Audit Committee of the Board on a periodic basis.

During the year under review, neither the Internal Auditors nor the Statutory Auditors made any material observations concerning the efficiency or effectiveness of these controls.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business and adherence to the Company's policies, prevention and detection of frauds and errors, accuracy in the record-keeping and timely preparation of reliable financial information.

The Internal Auditors continuously monitor the efficacy of Internal Financial Control System with the objective of providing to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management measures with regard to the Internal Financial Control System.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the Internal Financial Control System laid down by the management. The Statutory Auditors in its report have expressed an unmodified opinion on the adequacy and operating effectiveness of the Internal Financial Control System over financial reporting.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to enable Directors and employees to report concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct or ethics policy, if any. The Policy includes safeguards to ensure that no employee is victimized for using the mechanism, and it also provides for direct access to the Chairman of the Audit Committee. Additionally, the Policy includes a mechanism for reporting any instances or suspicions of leaks of Unpublished Price Sensitive Information (UPSI) in accordance with Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company’s website at www. birlacorporation.com.

DETAILS RELATING TO 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 is given in “Annexure - C” which is annexed hereto and forms part of the Directors' Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement comprising the names of top 10 (ten) employees in terms of remuneration and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Directors' Report.

The above Annexure is not being sent along with this Annual Report to the Members of the Company. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office/Corporate Office of the Company. In terms of the provision of Section 136 of the Companies Act, 2013, the aforesaid Annexure is also available for inspection by Members at the Registered Office/ Corporate Office of the Company 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the core strength of the Company. The Company continues to focus on fostering a work environment that provides opportunities for growth and performance improvement. To align employees with business goals and strategies, the Company have implemented the Objectives and Key Results (OKRs) methodology. This approach promotes transparency, alignment, and accountability within the organization, enabling everyone to work towards common objectives with measurable outcomes.

The Company has robust and up-to-date Human Resource (HR) policies in place to ensure proper performance evaluations, which are essential for developing future leaders. Harmonized HR Policies have helped streamline HR processes and ensure consistent decision-making across the organization.

The Company has made continuous efforts to improve HR service delivery through the use of DarwinBox, a SaaS-based platform for managing HR processes. Modules such as Compensation, Travel, Reimbursement, and Recruitment have been implemented to enhance the employee experience and optimize HR operations. The Performance Module has also been introduced to track OKRs, conduct feedback sessions, perform transparent appraisals, and monitor performance through regular check-ins. Additionally, the Recruitment Module has facilitated internal job postings, allowing current employees to apply for roles that align with their skills, career goals, or interests.

Learning & Development (L&D) initiatives have been streamlined to encompass a wide range of ongoing efforts aimed at improving the skills, knowledge, and capabilities of employees at all levels. Through Training Needs Identification (TNI), we have identified skill gaps and fulfilled training needs by offering regular functional and behavioural training across the Company. Employee well-being programs were also conducted to support, engage, and motivate employees, fostering a higher level of work commitment.

The HR Department has consistently worked towards fostering cordial working relationships and maintaining good industrial relations. These efforts ensured that industrial relations remained harmonious across all offices and establishments throughout the year. Statutory compliance with labour laws has been strictly adhered to.

The Company has permanently closed the manufacturing establishment of the PVC Flooring Plant at its Birla Vinoleum Division, located at Birlapur, effective from 20th February, 2025.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

To ensure a safe working environment for women employees and in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on the Prevention of Sexual Harassment of Women at the Workplace. This policy is available on the Company’s internal portal for information of all employees.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee comprises of three employees and one external member. The Presiding Officer of the Committee is a senior female employee of the Company.

During the financial year ending 31st March, 2025, no complaints related to sexual harassment were received from any of the Company’s locations, and there were no pending cases to be addressed during the same period.

AUDITORS & AUDITORS1 REPORT

Statutory Auditors:

M/s. V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No. 109208W) were re-appointed by the members of the Company at the 102nd Annual General

Meeting held on 27th September, 2022, as the Statutory Auditors of the Company for the second term of 5 (Five) consecutive years to hold office from the conclusion of the 102nd Annual General Meeting till the conclusion of the 107th Annual General Meeting of the Company to be held in the year 2027.

The Auditors' Report and notes to the financial statements are self-explanatory and therefore do not call for any further comments/explanation.

Cost Records and Cost Auditors:

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and accordingly, such accounts and records are made and maintained by the Company.

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Shome & Banerjee, (Firm Registration No. 000001), Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26 for auditing the cost records of the Company relating to manufacture of cement, jute goods and steel products including other machinery and mechanical appliances.

As required under Section 148(3) of the Companies Act, 2013, the remuneration payable to the Cost Auditors, as approved by the Board, is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice of the ensuing Annual General Meeting.

M/s. Shome & Banerjee has confirmed that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) and all other applicable provisions of the Companies Act, 2013 and their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and arm's length relationship with the Company.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Auditors:

The Board of Directors based on the recommendation of the Audit Committee had appointed M/s. Mamta Binani & Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year 2024- 25. The Secretarial Audit Report received from M/s. Mamta Binani & Associates, Company Secretaries for the financial year ended 31st March, 2025 is given in “Annexure - D” which is annexed hereto and forms part of Directors' Report. The Report is self-explanatory and do not call for any comments.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board of Directors of the Company based on the recommendation of the Audit Committee, at their meeting held on 9th May, 2025, approved the appointment of M/s. Mamta Binani & Associates, Company Secretaries (Firm Registration No. P2016WB060900), as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from the financial year 2025- 26 till financial year 2029-30, subject to approval of the Members at the ensuing Annual General Meeting of the Company.

The Company has received consent from M/s. Mamta Binani & Associates, Company Secretaries, along with a certificate of eligibility, confirming that they are not disqualified from being appointed as the Secretarial Auditors under the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligati0ns and Disclosure Requirements) Regulations, 2015. Additionally, they have confirmed that they hold a valid peer review certificate issued by the Institute of Company Secretaries of India, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report submitted by the Secretarial Auditors of RCCPL Private Limited, a material subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given in “Annexure - E” which is annexed hereto and forms part of Directors' Report.

There are no audit qualifications, adverse remarks or disclaimer in the respective reports of the Statutory Auditors and Secretarial Auditors for the year under review.

None of the Auditors of the Company has reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE

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

DIFFERENCE IN VALUATION

There were no instances of one-time settlement with banks or financial institutions, and therefore, the discrepancies in valuation as enumerated under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, as amended, do not apply.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable laws or regulations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost & availability, transportation costs, changes in Government regulations and tax structure, economic developments within India and in the countries with

which the Company has business contacts and other factors such as litigation and industrial relations.

APPRECIATION

The Directors would like to extend their sincere appreciation for the support and cooperation extended to the Company by the Government of India, State

Governments, Financial Institutions, Banks, Dealers, Customers, Vendors and other Stakeholders.

Guided by a strong vision, upheld by core values and powered by internal strength, the Directors are optimistic about the future and remain dedicated to creating an even brighter tomorrow for all stakeholders.