Key Highlights of the Year (Standalone Performance):

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

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

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

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

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

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

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

• The Company recorded a 1.5% increase in

total volume (cement and clinker), rising from

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

Shree Cement East Pvt. Ltd.

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

Union Cement Company (PrJSC)

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

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

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

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

Ready Mix Concrete Business

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

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

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

Company is further expanding its capacity with an aim to reach 50 RMC plants by end of FY 202526. 10 RMC plants are already under construction in different cities. Additionally, 7 plants are under statutory approvals and for 7 others, land is in process of finalization.

2. DIVIDEND AND RESERVES

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

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

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

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

3. MANAGEMENT OUTLOOK OF MACRO ECONOMY AND INDUSTRYI. Indian Economy-Developments and Outlook

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

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

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

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

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

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

II. Cement Industry - Development and Outlook

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

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

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

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

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

5. RISK MANAGEMENT

Recognizing the fact that every business is subject to risks that needs timely intervention driven by urban retail and office space expansion.

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

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

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

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

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

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

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

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

Based on the assessment and observations of internal audit, process owners undertake corrective action in their respective areas of operations, and thereby strengthen the processes and controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board on a periodical basis. The Audit Committee evaluates the adequacy and effectiveness of internal financial control systems periodically.

7. HUMAN RESOURCES ? INDUSTRIAL RELATIONS

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

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

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

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

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

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

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

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

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

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

8. OCCUPATIONAL HEALTH AND SAFETY

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

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

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

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

9. SUSTAINABILITY

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

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

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

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

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

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

d) Alternative Raw Material: The

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

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

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

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

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

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

Sewage Treatment Plants are installed across all locations to process domestic wastewater efficiently. Other watersaving measures include conducting regular audits, utilizing water sensors and fixtures, implementing drip irrigation for horticultural activities, and deploying water sprinklers for dust control.

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

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

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

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

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

j) 24/7 Carbon-Free Climate Coalition:

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

10. NEW INITIATIVES TAKEN DURING THE YEAR

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

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

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

11. CORPORATE GOVERNANCE

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

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

13. CORPORATE SOCIAL RESPONSIBILITY

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

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

14. SUBSIDIARY COMPANIES

The Company has following subsidiaries:

Note -

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

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

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

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

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

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

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

15. CONSOLIDATED FINANCIAL STATEMENTS

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

16. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

20. AUDITORSI. Statutory Auditors

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

II. Secretarial Auditors

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

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

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

III. Cost Auditors

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

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

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

21. OTHER DISCLOSURES(a) Composition of Audit Committee: The

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

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

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

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

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

in Notes to the standalone financial statements.

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

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

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

(f) Deposits from Public: The Company has not accepted any deposits from the public covered under Chapter V of the Companies Act, 2013 during the year 202425 and as such, no amount on account

of principal or interest on deposits from public was outstanding.

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

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

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

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

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

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

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

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

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

22. ACKNOWLEDGEMENT

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