Your Board of Directors has immense pleasure in presenting 80^th Annual Report on business and operation of Shree Digvijay Cement
Company Limited ("Company") along with the audited standalone & consolidated financial statements for the year ended 31^st March,
2025.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under the report are as under:

('in Lakhs)

FINANCIAL PERFORMANCE:

The Company's total income for the year was ' 73,499.13
Lakhs, representing a decrease of about 8% compared to the
total income of ' 80,097.34 Lakhs in the previous year.

Profit before tax for the year stands at ' 3,454.50 Lakhs,
which marks a significant decline compared to ' 11,820.67
Lakhs in the previous year. Similarly, profit after tax has also
decreased to ' 2,520.06 Lakhs during the year, compared to
' 8,775.71 Lakhs in the previous year.

A major contributing factor to this decline was the extremely
poor cement prices, which were significantly lower as compared
to the previous year. This sharp price correction can be
attributed to a combination of factors, including the general
elections, extreme heatwaves, intense competition, and heavy
rainfall. These factors collectively resulted in low demand and,
consequently, significantly depressed cement prices across the
industry.

* Cement sales of 13.72 Lakh tons include 0.076 Lakh ton used
for self-consumption, which is an increase from last year's
0.063 Lakh ton.

During the year under review, there was a notable increase
in Cement production, which soared to 13.87 Lakh MT as
compared to 13.48 Lakh MT in the previous year. In addition to
this, the Company also achieved record Cement sales of 13.72
Lakh MT, as compared to 13.61 Lakh MT in the previous year.

There has not been any change in the nature of the business of
the Company.

EXPANSION OF EXISTING MANUFACTURING FACILITIES:

The construction and erection of the new grinding unit at
your Company's site in Sikka, as announced by the Board of
Directors last year, has now reached at the final stage and the
commissioning of this unit is expected in the first quarter of FY
2025-26. Although there was a slight delay due to late delivery
of the cement mill to the plant site, we are pleased to report that
the project is now back on track.

Once commissioned, this grinding unit will significantly
enhance total cement capacity, reaching a new milestone of
3.00 MTPA. This achievement represents a major step forward
for your Company as the Company continue to strengthen
its foundation and expand into new markets. The successful
completion and upcoming commissioning of the new grinding
unit stand as testaments of unwavering commitment to growth
and excellence.

DIVIDEND:

The Board of Directors is pleased to recommend a Dividend
of ' 1.50/- (i.e. @15%) per equity share on 14,78,14,278 Equity
Shares of ' 10/- each for the year ended 31^st March, 2025 payable
to those Shareholders, whose names appear in the Register of
Members as on Record Date to be fixed for the purpose.

Pursuant to the Finance Act, 2020, dividend income is taxable in
the hands of the Members w.e.f. 1^st April, 2020, and the Company
is required to deduct tax at source from dividend paid to the
Members at prescribed rates as per the Income Tax Act, 1961.

In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended (the "Listing Regulations"), the Company
has formulated a Dividend Distribution Policy ("Policy"). The
Dividend recommendation is in accordance with the Policy of
the Company. The Policy is available on the Company's website
and can be accessed at https://www.digvijaycement.com/wp-
content/uploads/2021/12/Dividend-Distribution-Policy.pdf.

UNPAID DIVIDEND:

The Company currently has no unclaimed dividends that need
to be transferred to the Investor Education and Protection Fund
(IEPF), since the Company started declaring dividend from the
year 2019-20.

TRANSFER TO RESERVES:

During the year under review the Company has not transferred
any amount from Retained Earning to General Reserves.

SHARE CAPITAL:

During the year, the paid-up Equity Share Capital of the Company
increased from ' 1,47,40,67,780/- (14,74,06,778 Equity Shares
of ' 10/- each) to ' 1,47,81,42,780/- (14,78,14,278 Equity Shares
of ' 10/- each). The increase in share capital was on account of
the issue and allotment of fresh 4,07,500 equity shares of face
value of ' 10/ each, arising out of exercise of equivalent number
of stock options by eligible employees of the Company under
"SDCCL Employee Stock Option Plan 2019" ("ESOP Plan").

The Company has neither issued shares with differential rights as
to dividend, voting or otherwise nor issued shares to the Employees
or Directors of the Company, other than under ESOP Plan.

No disclosures are required under Section 67(3)(C) of the
Companies Act, 2013 ("Act") in respect of voting rights not
exercised directly by the employees of the Company as the
provisions of the said Section are not applicable.

CONTRIBUTION TO THE EXCHEQUER:

Over the years, your Company has consistently been making
substantial tax contributions, and we are pleased to inform you
that your Company has paid ' 23,221.99 Lakhs as taxes, duties,
royalty etc., to both the State and the Central Government during
the financial year 2024-25.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
WHOLLY-OWNED SUBSIDIARY:

As of 31^st March, 2025, the Company has a Wholly-Owned
Subsidiary ("Subsidiary") Company viz. SDCCL Logistics
Limited (CIN: U63000GJ2020PLC115066).

Presently, the Company does not have any material subsidiary.

The Policy for determining Material Subsidiaries adopted by
the Board pursuant to Regulation 16 of the Listing Regulations,
can be accessed on the Company's website at https://www.
digvijaycement.com/policies/.

ASSOCIATE COMPANY:

Pursuant to the Power Purchase Agreement and Share Purchase
Agreement executed between Shree Digvijay Cement Company
Limited ("SDCCL") and CGE Shree Digvijay Cement Green Energy
Private Limited ("CGESDC") for supply of wind and solar energy
(hybrid power) for a contracted capacity of 8.10 MW ("Project"),
SDCCL has on 18^th May, 2023, acquired 27% equity stake in
CGESDC (a part of Continuum Green Energy group's portfolio
of renewable energy project). This 27% equity shareholding
comprises 79,90,000 Equity Shares of Face Value of '10/- each
at par and for consideration of '7.99 Crores.

CGESDC is a subsidiary of Continuum Green Energy Limited
("Continuum"). However, by virtue of holding 27% equity in
CGESDC, pursuant to Section 2(6) of the Companies Act, 2013,
CGESDC is treated as an associate of the Company. Further,
CGESDC became a related party of the Company under the
Act and the acquisition of equity shares of CGESDC and other
transactions between the Company and CGESDC is at arm's
length and in the ordinary course of business.

Pursuant to Power Purchase Agreement ("PPA") executed
between SDCCL and CGESDC, the Project was scheduled to
be fully commissioned from the Scheduled Commencement
Date i.e. 6^th January, 2023. However, due to delay, fundamental
breaches and negligence on the part of Continuum (Promoter
Company of CGESDC), the Project was partly commissioned on
19^th June, 2023 and fully commissioned only on 24^th January,
2025. As per PPA, CGESDC and Continuum were obligated to
compensate the Company for delayed commissioning and
supply of electricity as per PPA.

In this regard, as of 31^st March, 2025, your Company has asserted
a claim of ' 21,16,56,080 (Rupees Twenty-One Crore Sixteen
Lakhs Fifty-Six Thousand Eighty) by issuing debit notes to
CGESDC for non-supply or short supply of power, in accordance
with the PPA. According to the stipulations of the PPA, CGESDC
is obligated to compensate for the non-supply or short supply of
power by granting credit in the immediate next invoices raised
by CGESDC.

On the other hand, CGESDC has issued invoices for the
power supplied and the Company has recorded a liability of
' 8,75,71,083 (Rupees Eight Crores Seventy-Five Lakhs Seventy-
One Thousand Eighty-Three) as on 31^st March, 2025. The invoices
issued by CGESDC were disputed by the Company.

The Company had proposed resolving this dispute amicably and
also sent its proposal in this regard to CGESDC / Continuum,
but the proposal has not been fruitful. To resolve the dispute
between the parties, the Arbitral Tribunal has been constituted
pursuant to the Order of the Hon'ble Gujarat High Court dated 25^th
April, 2025. Further as per this Order of the Hon'ble High Court
of Gujarat and to prove bonafide, the Company has deposited
' 9 crores (Rupees Nine Crores) before the Hon'ble High Court
towards past dues claimed by CGE for supply of electricity. The
said deposits made as per the direction of Hon'ble High Court
shall be subject to the outcome of the proceedings before the
Arbitral Tribunal.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and
its Subsidiary for the Financial Year 2024-25 are prepared in
compliance with the Section 129(3) read with Schedule III of the
Act and Rules made thereunder, including Indian Accounting

Standards (IND AS) specified under Section 133 of the Act. The
audited consolidated Financial Statements together with the
Auditors' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Act read with the rules made
there under, a statement containing salient features of the Financial
Statements of the Associate is disclosed in Form AOC - 1 in this
Annual Report.

The Financial Statements of the Subsidiary company are
available for inspection by the Members at the Registered
Office of the Company pursuant to the provisions of Section
136 of the Act. The Company shall provide, free of cost, a copy
of the Financial Statements of its Subsidiary company to the
Members upon their request. The statements are also available
on the website of the Company and can be accessed at www.
digvijaycement.com under the ‘Investors' section.

FINANCIAL LIQUIDITY AND CREDIT RATING:

We understand the importance of maintaining a healthy balance
between liquidity and earning sufficient returns. Liquidity is
crucial for us to be flexible and prepared to meet any unexpected
strategic and business challenges and opportunities that may
arise.

As on 31^st March, 2025, cash and cash equivalents stand at
' 4,877.83 lakhs, excluding fixed deposits of ' 8,558.95 lakhs
for more than three months. This is a significant increase
compared to ' 1,293.11 lakhs last year, excluding fixed deposits
of ' 10,033.29 lakhs for more than three months.

Total cash and bank balance has risen to ' 13,436.78 lakhs from
' 11,326.40 lakhs in the previous year.

The Company has availed rupee term loan for a limit upto
' 150 crores from our banker for partly funding the new grinding
unit project, the total project cost of which is estimated at
approx. ' 250 crores. As on 31^st March, 2025, the Company has
drawn ' 110 crores from the sanctioned loan amount to support
the progress of this project.

CRISIL has confirmed our credit ratings for the total bank loan
facility of ' 150 crores, with a long-term rating of CRISIL A/
Negative and a short-term rating of CRISIL A1.

The Company is having strong working capital management
processes. Our well-structured procedures enable us to
continuously track and oversee receivables, payables,
inventories, and other factors, ensuring smooth financial
operations.

CASH FLOW STATEMENT:

As required under the applicable provisions of the Act and
Listing Regulations, a Cash Flow Statement is attached to the
Balance Sheet.

DEPOSITS:

Your Company has neither accepted any deposits during the
year under the report nor did any deposits remain unpaid or
unclaimed at the end of the year.

LOANS, GUARANTEES AND INVESTMENTS:

Your Company has neither given any loan or guarantee nor has
made any investment, except Investment in its Subsidiary as
appearing under Note no. 5 of this report, during the year under
report attracting the provisions of Section 186 of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(a) in preparation of Annual Accounts for the financial year
ended 31^st March, 2025, the applicable Indian Accounting
Standards (Ind AS) have been followed along with proper
explanation relating to material departures;

(b) that such accounting policies as mentioned in the Notes to
the Accounts have been selected and applied consistently
and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31^st March,
2025 and the profit of the Company for the year ended on
that date;

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

(d) that the annual accounts have been prepared on a going
concern basis;

(e) that proper internal financial controls laid down by the
Directors were followed by the Company and such internal
financial controls are adequate and were operating
effectively; and

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination
& Remuneration Committee, framed a policy, inter alia, for
nomination and appointment (including remuneration) of
Directors, senior management, and key managerial personnel
of the Company. The details of Nomination and Remuneration
Policy is stated in the Corporate Governance Report and uploaded

on website of the Company at https://www.digvijaycement.com/
policies/.

The Board of Directors of the Company follows the criteria for
determining qualification, positive attributes, independence
of Directors as per Nomination and Remuneration Policy and
the Board Diversity Policy and other applicable policies of the
Company.

Directors are appointed/re-appointed with the approval of the
Members for a term in accordance with the provisions of the Act
and the Articles of Association of the Company. The appointment
of CEO and Managing Director is generally for a period of five
year. All Directors, other than Independent Directors, are liable
to retire by rotation, unless otherwise specifically provided
under the Articles of Association or under any statute or terms
of appointment. One-third of the Directors who are liable to
retire by rotation, retire at every annual general Meeting and are
eligible for re-appointment.

Further details on the election process, appointment of Directors
and the details of remuneration paid to Directors and Managerial
Personnel forms part of the Corporate Governance Report.

Remuneration to Non-Executive Directors

Pursuant to the provisions of Section 197 and other applicable
provisions, the Members of the Company at 76^th Annual
General Meeting held 18^th June, 2021 approved the payment of
commission to the Directors of the Company who are neither
in the whole-time employment nor managing director(s) of the
Company subject to a limit up to 0.50% of net profits for each
financial year in addition to sitting fee for attending the meetings
of the Board and Committees of the Board for a period of 5 years
effective from 1^st April, 2020 and such commission being divisible
amongst the eligible Directors in such proportion, to such
category and in such manner as may be decided by the Board.

Further, the Company has now proposed to continue payment of
remuneration by way of commission to Non-executive Directors
w.e.f. financial year 1^st April, 2025 for a period of 5 years in
addition to sitting fee for attending the meetings of the Board
and Committees of the Board subject to Shareholders' approval
at this AGM. Non-executive Directors do not take any sitting fee
for attending such meetings.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

Details of contracts/arrangement with the Related Parties
appear under Note no. 37b and form part of this report. All
related party transactions that were entered into during the year
under report were at arm's length basis and were in the ordinary
course of business. There were no materially significant related
party transactions which could have potential conflict with the
interest of the Company at large.

Related Party Transactions are placed before the Audit
Committee as well as before the Board, wherever required, for
their approval. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company's website.
The Company's management ensures total adherence to the
approved Policy on Related Party Transactions to establish
Arm's Length Basis without any compromise.

The Company has not entered into any transaction with any
person or entity belonging to the Promoter/Promoter Group
which hold(s) 10% or more shareholding in the Company.

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

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in terms of
Section 134(3)(l) of the Act, affecting the financial position of the
Company between the end of the financial year of the Company as
on 31^st March, 2025 and the date of this report i.e. 28^th April, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:

It has been the Company's endeavor to focus on energy
conservation and efficiency measures and accordingly were
undertaken in various areas of cement manufacturing during
the year.

Information relating to conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo, required
under Section 134(3)(m) of the Act is annexed hereto as
Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosure pertaining to the remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed hereto as Annexure C.

In accordance with the provisions of Sections 197(12) &
136(1) of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the list
pertaining to the names and other particulars of employees
drawing remuneration in excess of the limits set out in the
aforesaid Rules, is kept open for inspection during working
hours (up to the date of ensuing Annual General Meeting) at the
Registered Office of the Company, and the Report & Accounts
are being sent to all the Members of the Company, excluding the
aforesaid particulars of employees. Alternatively, any Member,

who is interested in obtaining these details, may also write to
the Company Secretary at the Registered Office of the Company
or to email id at investors.sdccl@digvijaycement.com.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Pursuant to approval of Shareholders at the Annual General
Meeting held on 5^th August, 2019 and in accordance with SEBI
(Share Based Employee Benefits) Regulations, 2014 ("SBEB
Regulations"), the Nomination and Remuneration Committee
of the Board has, during the financial year 2019-20 granted
70,60,000 options at an exercise price of ' 16/- per option
to eligible employees of the Company, as per the terms and
conditions mentioned in SDCCL Employee Stock Option Plan
2019 ("ESOP Plan"). Out of the total options granted, 2,20,000
(Two Lakh Twenty Thousand) options got vested during the
year. On exercise of rights by eligible employees, 4,07,500
underlying Equity Shares of '10/- each were allotted to them
during the year in accordance with the ESOP Plan.

The certificate of the auditors regarding the implementation of
the scheme being in accordance with SBEB Regulations and in
accordance with the resolution of the Company in the general
meeting would be placed at the Annual General Meeting (AGM)
or posted electronically for the inspection of the member.

Applicable disclosure as stipulated under SBEB regulation
and Section 62(1) (b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 as
on 31^st March, 2025 with regard to ESOP Plan is provided at
Annexure D to this report.

DIVERSITY AND INCLUSION:

Diversity and Inclusion at workplace helps nurture innovation,
by leveraging the variety of opinions and perspectives coming
from employees with diverse age, gender, and ethnicity.
The Company has organized a series of sensitization and
awareness campaigns, to help create an open mind and culture
to leverage on the differences. On and around International
Women's Day, the Company has organized various program
to sensitize employees and locals, inter alia, on significant role
that women played in digitization and other activities of the
Company. It has been the Company's endeavour to focus on
women empowerment.

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

The Company has always provided a congenial atmosphere for
work that is free from discrimination and harassment, including
sexual harassment. It has provided equal opportunities of
employment to all without regard to their caste, religion, colour,
marital status and sex.

The Company has in place Policy on Prevention, Prohibition and
Redressal of Sexual Harassment in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
constituted an Internal Complaints Committee for redressal
of grievances regarding sexual harassment received by the
Committee. All employees are covered under this Policy.
During the year under review, the Company has not received
any complaints of sexual harassment and that there are no
complaints pending at the end of the year. The Company has
complied with all the applicable provisions of the said Act.

INSURANCE:

The Company's plants, properties, equipment, and stocks are
adequately insured against all major risks including loss on
account of business interruption caused due to property damage.

RISK MANAGEMENT:

The Company is aware of the risks associated with the business.
It regularly analyses and takes corrective actions for managing
/ mitigating the same. The Company has developed and
implemented a Risk Management Policy that also includes the
process for identifying, minimizing and mitigating risks which is
periodically reviewed by the Risk Management Committee, Audit
Committee, and the Board of Directors.

They also review Risk Management procedures measures from
time to time, to ensure that executive management controls risk
through a properly defined framework. The major risks in critical
areas have been identified by the Company and its mitigation
process/measures have been formulated accordingly.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company aims to remain essential to society with its
social responsibility, strongly connected with the principle of
sustainability, an organization based not only on financial factors,
but also on social and environmental consequences. It is the
responsibility of your Company to practice its corporate values
through its commitment to grow in a socially and environmentally
responsible way, while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region, who
started providing free drinking water and free medical amenities
to nearby villagers, whosoever residing in the radius of more
than 15 KMs around Company's business locations.

Our continually rising CSR spending on carefully crafted CSR
programmes that consider the needs of our communities have
helped us win their hearts and made them a part of Digvijay family.
Key thematic areas of Digvijay's CSR activities include Healthcare,
Hygiene & Sanitation, Promotion of Education and Women

empowerment, Rural and Community infrastructure development,
Water Conservation & Environmental protection, including
employment creation initiatives and sustainable livelihood,
promotion of sports and contribution for other social cause.

The details of such initiatives, CSR spend etc., have been
provided as Annexure E to this Report, as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Directors

The Company has six directors on its Board. Detailed composition
about the Board is disclosed in Corporate Governance Report.

All Directors have submitted relevant declarations / disclosures
as required under the Act and Listing Regulations.

Re-appointment of Director

1. Mr. Anil Singhvi (DIN: 00239589)- Executive Chairman :

Mr. Singhvi retires by rotation at the ensuing Annual
General Meeting pursuant to the provisions of Section
152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors), Rules 2014
and the Articles of Association of your Company and
being eligible, has offered himself for re-appointment as
the Director.

2. Mr. Satish Kulkarni (DIN:08741350) - Non-Executive
Independent Director:

Mr. Kulkarni was appointed as an Independent Director at
the 75^th Annual General Meeting held on 30^th June, 2020
for a period of 5 years with effect from 2^nd June, 2020 and
up to the date of Annual General Meeting in the year 2025.

The Board has at their meeting held on 28^th April, 2025
re-appointed Mr. Satish Kulkarni (DIN: 08741350) as an
Independent Director in the category of Non-Executive
Independent with effect from 2^nd June, 2025.

The Board recommends re-appointment of Mr. Satish Kulkarni
as Non-Executive Independent Director of the Company for
a second term of five (5) consecutive years with effect from
2^nd June, 2025.

As required by Regulation 36(3) of the Listing Regulations and
provisions of the Secretarial standards, brief resume and other
details of the above-mentioned Director getting appointed & re¬
appointed, are attached to the Notice of the ensuing AGM.

None of the Directors proposed for appointment / re¬
appointment at the ensuing AGM is disqualified from being
appointed /reappointed as Directors under the provisions of
the Act, the Listing Regulations or any other order, directions of
MCA, SEBI, or any other statutory authorities.

Board Independence

Our definition of ‘independence' of Directors is derived from
Regulation 16(b) of SEBI Listing Regulations and Section
149(6) of the Companies Act, 2013. Based on the confirmation
/ disclosures received from the Directors and on evaluation
of the independence of directors during the Board evaluation
process and assessing veracity of disclosures, the following
Non-Executive Directors are Independent.

All the Independent Directors of the Company have submitted
the requisite declarations stating that they meet the criteria of
independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations. The Board
reviewed and assessed the veracity of the aforesaid declarations,
as required under Regulation 25(9) of the Listing Regulations.
In the opinion of the Board, all the Independent Directors fulfil
the said conditions as mentioned in Section 149(6) of the
Act and the Listing Regulations and are independent of the
Management. All the Independent Directors of the Company
have complied with the provisions of sub-rule (1) and (2) of Rule
6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 with respect to registration with the Indian Institute
of Corporate Affairs for the Independent Directors' Database.
There has been no change in the circumstances affecting their
status as Independent Directors of the Company. In the opinion
of the Board, the Independent Directors possess the requisite
integrity, experience, expertise and proficiency required to fulfill
their duties as Independent Directors.

a) Mr. Mahesh Gupta

b) Mr. Satish Kulkarni

c) Ms. Mitu Samarnath Jha

The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and the Company's Code
of Conduct.

In the opinion of the Board, the Independent Directors fulfil
the conditions specified under the Act and the Rules made
thereunder and Listing Regulations and are independent of
the management. Independent Directors are persons of high
integrity. Further, in terms of Section 150 of the Companies
Act, 2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Board is also of the
opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of
strategy, business management, accounts & finance, auditing,
tax and risk advisory services, legal, HR, IT, sales & marketing,
logistics, people management, branding, infrastructure,
technical, banking, insurance, financial services, investments,
mining & mineral industries both in cement & other sectors and
they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps
towards the inclusion of the names of all Independent Directors
in the data bank maintained with the Indian Institute of Corporate
Affairs (‘IICA').

Accordingly, all the Independent Directors of the Company
have registered themselves with IICA for the said purpose.
In terms of Section 150 of the Act read with the Companies
(Appointment & Qualification of Directors) Rules, 2014, as
amended vide Notification No. GSR.774(E), dated 18.12.2020,
wherever required, Independent Directors of the Company have
undertaken to complete online proficiency self-assessment test
conducted by the said Institute.

Key Managerial Personnel (KMP)

As required under Section 2(51) and Section 203 of the Act read
with Rule 8 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, following persons are the
Key Managerial Personnel of your Company:

• Mr. R. Krishnakumar, Chief Executive Officer & Managing
Director

• Mr. Vikas Kumar, Chief Financial Officer

• Mr. Suresh Meher, Vice President (Legal & HR) & Company
Secretary

There were no changes in Key Managerial Personnel during the
year 2024-2025.

Succession Plan

Your Company has an effective mechanism for succession
planning which focusess on orderly succession of Directors,
Key Management Personnel and Senior Management. The
Nomination and Remuneration Committee implements this
mechanism in concurrence with the Board.

Annual Evaluation by the Board of its own performance, its
committees, and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and
the Board, the Board has carried out an evaluation of its own
performance, the Directors individually as well as the evaluation
of the working of its Audit, Nomination and Remuneration
Committees and other committees of Board as mandated under
the Act and Listing Regulations. The criteria and manner in
which the evaluation has been carried out has been explained in
the Corporate Governance Report.

Certificate of Non-Disqualification of Directors

In accordance with the Listing Regulations, a certificate has
been received from M/s Manoj Hurkat & Associates, Practicing
Company Secretaries, that none of the Directors on the Board of
the Company has been disqualified to act as Director. The same
is annexed herewith as Annexure F.

Board Diversity

The Company has over the years been fortunate to have eminent
people from diverse fields to serve as Directors on its Board.
Pursuant to the SEBI Listing Regulations, the Nomination &
Remuneration Committee of the Board has formalised a policy
on Board Diversity to ensure diversity of the Board in terms of
experience, knowledge, perspective, background, gender, age,
and culture. The Policy on diversity is available on the Company's
website www.digvijaycement.com.

Directors and Officers Insurance (‘D&O')

As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers
Insurance (‘D&O') Policy for all its Directors and members of the
Senior Management.

NUMBER OF MEETINGS:

Meetings of the Board and its Committees are held as per
statutory requirements and as per business needs. A calendar
of meetings is circulated in advance to the Directors to
enable them to plan their schedule for effective participation
in the meetings. Due to business exigencies, the Board and
Committees have also been approving several proposals by
circulation from time to time.

Meetings of Board of Directors

During the year, four Board Meetings were convened and held
on 27^th April, 2024, 19^th July, 2024, 13^th November, 2024 and 24^th
January, 2025, the details of which are given in the Corporate
Governance Report. The intervening gap between the meetings
was within the period prescribed under the Act, Secretarial
Standards-1 (SS-1) issued by the Institute of Company
Secretaries of India and Listing Regulations.

The Company has the following six (6) Board-level Committees,
which have been established in compliance with the relevant
provisions of applicable laws and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders' Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Committee of Directors for routine matters
Audit Committee

The Audit Committee comprises of three members, with
the majority of Independent Directors The Chairman of the
Committee is an Independent Director. The Committee met four
times during the year.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee
comprising of three members, all members of which are
Non-Executive Directors and two-thirds of the members are
Independent Directors. The Committee met once during the year.

Risk Management Committee

The Risk Management Committee comprises of three members,
with the majority of Independent Directors. The Chairman of
the Committee is an Independent Director. The Committee met
twice during the year.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee of Directors
comprises of three members, with the majority of Non-Executive
Directors. The Chairman of the Committee is an Independent
Director. The Committee met once during the year.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of four members. The Chairman
of the Committee is an Independent Director. The Committee
met once during the year.

More details about all the Committees of the Board, including
details of the role and responsibilities of Committees, the
particulars of meetings held and attendance of the Members at
such meetings are stated in the Corporate Governance Report,
which forms part of the Annual Report.

AUDITORS:

Statutory Auditors and their Report

Pursuant to the provisions of the Act and the Rules made
thereunder, M/s. BSR and Co. (BSR), Chartered Accountants,
Mumbai (ICAI Firm Registration Number 128510W) from BSR
& Affiliates network, were re-appointed as Statutory Auditor of
the Company for a second term of five (5) consecutive years
from the conclusion of the 78^th Annual General Meeting held on
28^th June, 2023 to hold office from the conclusion of the said
Meeting till the conclusion of the 83^rd Annual General Meeting
to be held in 2028.

The Statutory Auditors have confirmed that they are not
disqualified to continue as Statutory Auditors and are eligible to
hold office as Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified opinion on
the Standalone Financial Statements and their reports do not
contain any qualifications, reservations, adverse remarks, or
disclaimers. The Notes to the financial statements referred in
the Auditors' Report are self-explanatory.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, the Company has made
and maintained the cost accounts and records for the year
2024-25. The Board of Directors on the recommendation of
the Audit Committee appointed M/s. Kiran J. Mehta & Co., Cost
Accountants (Firm Registration No. 00025), as the Cost Auditors
of the Company for the financial year 2025-26. The Cost Audit
Report for the financial year ended 31^st March, 2024 was filed
with the Central Government on 14^th August, 2024 vide SRN No.
F97436117.

Further, the Board of Directors has fixed the remuneration of
M/s Kiran J. Mehta for conducting Cost Audit of the FY 2024-25,
subject to ratification by the shareholders at the ensuing AGM of
the Company. M/s Kiran J. Mehta & Co. have confirmed that their
appointment is within the limits of Section 139 of the Act and
have also certified that they are free from any disqualifications
specified under Section 141 of the Act. The Audit Committee has
also received a certificate from the Cost Auditor certifying their
independence and arm's length relationship with the Company.
An Ordinary Resolution for the ratification of remuneration of
Cost Auditors for FY 2025-26 is included in the Notice convening
80^th Annual General Meeting for approval by the Members.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. Manoj
Hurkat and Associates, Company Secretaries (Firm Registration
No. P2011GJ025800) to undertake the Secretarial Audit of
the Company for Financial Year ended 31^st March, 2025. The
Secretarial Audit Report for the financial year ended 31 ^st March,
2025, as required under Section 204 of the Act and Regulation
24A of the SEBI Listing Regulations, is appended as Annexure-G
to this Report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Further, as per Section 204 of the
Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with
SEBI (LODR) (Third Amendment) Regulations, 2024 the Board
has recommended to appoint M/s Manoj Hurkat and Associates,
Company Secretaries (Firm Registration No. P2011GJ025800)
Company Secretaries as the Secretarial Auditors of the Company
for the term of 5 (five) years i.e. from Financial Year 1^st April,
2025 to 31^st March, 2030.

M/s. Manoj Hurkat and Associates have given their consent
to act as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would be within the
prescribed limits under the Act & Rules made thereunder and

SEBI Listing Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and SEBI
Listing Regulations.

In terms of provisions of Section 204 of the Companies Act,
2013 read with Regulation 24A of SEBI Listing Regulations. The
Secretarial Audit Report for the Financial Year 2024-25 does
not contain any qualification, reservation or adverse remark.
Further, the Secretarial Auditors have not reported any fraud
under Section 143(12) of the Act.

Tax Auditors

The Board of Directors, on the recommendation of the Audit
Committee, re-appointed M/s B. S. R. and Co., Chartered
Accountants, to carry out the Tax Audit for the Assessment Year
2025-26.

Internal Auditors

M/s. RSM Astute Consulting (RSM) has been the Internal
Auditors of the Company for the year under review. The Audit
Committee of the Board reviews the audit findings of RSM
and the remedial measures taken by the Company. The Board
of Directors, based on the recommendation of the Audit
Committee, re-appointed RSM to carry out the Internal Audit of
the Company for the Financial Year 2025-26.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate
with the size, scale, and complexity of its operations. The
Company has adequate internal financial control, which is
constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating
systems, accounting procedures and policies at all locations
of the Company. Based on the report of external and Internal
Auditors, the Audit Committee/ Board initiate corrective action
in respective areas and thereby strengthens the controls. The
scope, functioning, periodicity, and methodology for conducting
internal audit is as per terms agreed by the Audit Committee in
consultation with the Internal Auditor and as approved by the
Board.

The Company had, in all material respects, an adequate
internal financial controls system with respect to its financial
statements for the year ended 31^st March, 2025, and that are
operating effectively. More details on internal financial controls
form part of the Management Discussion and Analysis Report.

ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:

In line with the requirement of the Companies (Amendment) Act,
2017, effective from 31^st July, 2018, the extract of annual return
is no longer required to be part of the Board Report. However, in
Compliance to the provisions of Section 92 and Section 134 of

the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the extract of the Annual Return
of the Company for the financial year ended 31^st March, 2025
and other policies of the Company is placed on the Company's
website at www.digvijaycement.com.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND
UNETHICAL BUSINESS PRACTICES:

Vigil Mechanism (Whistleblower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been
the core factor of your Company. In view of the potential risk
of fraud, corruption and unethical behavior that could adversely
impact the Company's business operations, performance,
and reputation, your Company has emphasized even more on
addressing these risks. To meet this objective, a comprehensive
vigil mechanism named Whistleblower Policy, in compliance
with the provisions of Section 177(10) of the Act and Regulation
22 of Listing Regulations, is in place. The details of the Whistle
Blower Policy are explained in the Corporate Governance
Report and posted on the website of the Company at
www.digvijaycement.com.

In addition to above policy, Company has in place the Code
of Conduct ("Code"), Ethics, Anti-Corruption policy and other
critical compliance policies which are laid down based on
the Company's values, beliefs, principles of ethics, integrity,
transparency, and applicable laws. Your Company has zero
tolerance to bribery and corruption and is committed to act
professionally and fairly in all its business dealings.

To create awareness about the Company's commitment to
conduct business professionally, fairly, and free from bribery
and corruption, regular training and awareness programs and
workshops is conducted for all employees (both direct and
indirect) across the organization.

More details about the Code are given in the Corporate
Governance Report.

Code of Conduct to Regulate, Monitor and report trading by
Insider

In terms of SEBI (Prohibitions of Insider Trading) Regulations,
2015, as amended from time to time, the Company has adopted
a Code of Conduct for Prevention of Insider Trading ("Insider
Code") as approved by the Company's Board. Any Insiders
(as defined in Insider Code) including designated employees
& persons and their relatives are, inter-alia, prohibited from
trading in the shares and securities of the Company or counsel
any person during any period when the "Unpublished Price
Sensitive Information" are available with them.

The Insider Code also requires pre-clearance for dealing in
the Company's shares and prohibits dealing in Company's
shares by the Directors and the designated employees while

in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading
Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a
detailed account of state of affairs of the Company's operations
forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report forms an integral part of this
Report, as annexed hereto as Annexure H, together with the
Certificate from the Practicing Company Secretary regarding
compliance with the requirements of Corporate Governance as
stipulated in Part C of Schedule V to the Listing Regulations.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
(BRSR):

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report (‘BRSR') on
initiatives taken from an environmental, social and governance
perspective, in the prescribed format as annexed to this report
as Annexure-I and also available on the Company's website:
https://www.digvijaycement.com/.

TRANSFER OF SHARES ONLY IN DEMAT MODE:

As per SEBI norms, all requests for transfer of securities
including transmission and transposition requests shall be
processed only in demat form. The procedure to dematerialize
shares is available at www.digvijaycement.com. Further vide
circular date 24^th January, 2022, SEBI has notified that request
for duplicate issuance, splitting and consolidation requests too
will be processed in a demat mode only. The necessary forms
are available on the Company's website www.digvijaycement.
com.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on the BSE Limited
and National Stock Exchange of India Limited.

More details about the Transfer of Shares and Listing of Shares
are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has
complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India which have
mandatory application during the year under review.

AWARDS AND RECOGNITION:

‘Excellence, is not an act but a habit' - Aristotle.

At Digvijay, we continuously invest in the development and
improvement of our operations to achieve the world best. Your

Company received several awards and recognitions during the
year 2024-25.

Key recognitions among them are reflected through the following
awards conferred on the Company:

? Greentech Pollution Control Waste Management &
Recycling Award 2024 for outstanding achievements in
Recycling Technology & Process Innovation;

? Greentech Global Environment, Health & Safety Award
2024 for outstanding achievements in EHS Best Practices;

? Apex India Occupational Health & Safety Award 2024 in
Platinum Category.

? Indian Cement Review Award 2024-25 for being the
second fastest Cement Company in small category.

HOLDING ENTITY:

True North Fund VI LLP is the "Promoter" of the Company. During
the year, there has not been any change in the number of shares
held by Promoter. As at the end of the Financial Year 2024-25,
the Promoter and the Holding entity continue to hold 8,08,25,928
fully paid-up equity shares.

HUMAN RESOURCES:

Your people are your greatest resource. The Company has a
structured induction process at all its locations. Your Company
has a performance appraisal system for senior employees
and junior management staff. HR dept is effectively involved in
nurturing, enhancing and retaining talent through job satisfaction,
management development program etc. Your Company
encourages and provides regular training to employees to improve
their skills. In-house newsletters provide a forum for information
sharing. Rewarding individuals for their contribution is part of
motivation towards Excellence. More details on this section form
part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:

The Company continues to accord high priority to the health
and safety of employees at all locations. During the year under
review, the Company conducted safety training programs for
increasing disaster preparedness and awareness amongst all
employees at the plant. Training programs and mock drills for
safety awareness were also conducted for all employees at
the plant. Safety Day was observed with safety competition
programs with the aim to imbibe safety awareness among
all the employees (both direct and indirect) at the Company's
business locations.

During the year under review, your Company enjoyed a cordial
relationship with workers and employees at all levels.

DISCLOSURE REQUIREMENTS UNDER SECTION 134(3) OF THE
COMPANIES ACT, 2013:

Section 134(3) of the Companies Act, 2013 requires the Board's
Report to include several additional contents and disclosures
compared to the earlier law. Most of them have accordingly been
made in the Corporate Governance Report at appropriate places
that forms an integral part of this Report.

OTHER DISCLOSURES:

No disclosure or reporting is made in respect of the following
items as required under the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as there were no transactions
during the year under review:

• Details relating to deposits covered under Chapter V of the
Companies Act, 2013.

• Issue of equity shares with differential rights as to dividend,
voting or otherwise.

• The Company does not have any scheme or provision of
money for the purchase of its own shares by employees or
by trustees for the benefit of employees.

• The Managing Director of the Company does not receive
any remuneration or commission from its subsidiary
company.

Further your directors state that no disclosure or reporting is
required in respect of the following items as either there were no
transactions on these items, or these items are not applicable to
the Company during the year under review:

1) No company has ceased to be Subsidiary, Associate, or
joint venture of the Company during the year under review.

2) No significant and material orders were passed by the
regulators or courts or tribunals which impact the going
concern status and Company's operations in future.

3) No fraud has been reported during the audit conducted
by the Statutory Auditors, Secretarial Auditors and Cost
Auditors of the Company.

4) During the year under review, no revision was made in the
previous financial statement of the Company, except as
otherwise required under applicable laws.

5) There are no proceedings pending against the company
under the Insolvency and Bankruptcy Code, 2016.

6) There was no instance of one-time settlement with any
bank or Financial Institution.

ENVIRONMENT SUSTAINABILITY:

We believe in sustainable development. We regard social,
economic, and environmental responsibility as an integral
element of our business.

Your Company is an ISO 14001:2015 Environment Management
System Certified and adheres to ISO 45001 standards of
Safety and Occupational Health. Company gives top priority to
health and safety of its employees (both direct & indirect) at its
workplaces not only to avoid work related injuries and fatalities,
but they are essential to effective business performance. With
this approach, the Company switched over from OHSAS to the
latest version of ISO 45001:2018 on Occupational Health and
Safety Management Systems.

Professional Environment Auditors such as Det Norske Veritas,
the State Pollution Board's certified auditors and Environmental
System Auditors conduct periodic in-depth environmental audit
on our plant. The Audit Reports validate our commitment to
environmental conservation. Large scale plantations in the
mines, plants, colonies, and surrounding areas provide a lush
green cover and reflect our respect for the environment.

ACKNOWLEDGEMENT:

Your directors are thankful to the Central and State Government
Departments, Organizations and Agencies for their continued
guidance and co-operation. The Directors are grateful to all
valuable Stakeholders, Dealers, Vendors, Banks and other
business associates for their excellent support and help
rendered during the year.

The Directors also acknowledged the commitment and valued
contribution of all employees of the Company.

Your directors wish to place on record their appreciation for
the support and guidance provided by its Parent Company/
Promoter.

For and on behalf of the Board of Directors

Anil Singhvi R. Krishnakumar

Executive Chairman CEO & Managing Director
(DIN: 00239589) (DIN: 10412896)

Place : Mumbai / Digvijaygram
Date : 28^th April, 2025