The Directors are pleased to present their 34^th Annual Report on the business and operations of RCC Cements
Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2025.

FINANCIAL RESULTS

1. Results of operations

During the year under review your company had incurred a loss aggregating to Rs. 12219.24 (Hundred) as
against a loss of Rs. 10825.89 (Hundred) during the previous Financial Year.

2. Dividend

Keeping in view the losses incurred by the Company, your Directors do not recommend any dividend for the
year ended March 31, 2025.

3. Reserves

In view of the losses incurred by the Company, no amount is proposed to be transferred to Reserves for the
year under review.

4. Brief description of the Company's working during the year.

Review of Operations

During the year under review, the Company had limited operations and, therefore, did not earn any income
for the financial year 2024-25. The Company incurred a net loss of Rs 12219.24 (hundred) as against a net
loss (before tax) of Rs. 10,825.89 (hundred) in the previous year.

Your Directors are making their best efforts to improve the overall financial position and profitability of the
Company. The Management is actively exploring various market and business opportunities and
undertaking necessary initiatives to restart operations so as to enhance the financial position and strengthen
the net worth of the Company.

5. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate and
the date of the report

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and company's operations in future

During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals
which can impact the going concern status and company’s operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business,
including adherence to the company’s policies, the safeguarding of its asset, the prevention and detection of
fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint venture/Associate Company. During the year under review, no
company has become subsidiary/Joint venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture
companies included in the consolidated financial statement

During the year, no consolidated financial statements have been prepared by the company as the Company,
neither has a subsidiary company nor an associate company or had entered into any Joint Venture with any
entity.

11. Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under
review. The details relating to deposits, covered under Chapter V of the Act is as under: -

12. Auditors

A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co. (Firm Registration No. 010192N), Chartered Accountants were re¬
appointed as the Statutory Auditors of the company, in the 33^rdAnnual General Meeting of the company held
on 30^th September, 2024, to hold the office for a term of 5 consecutive years, i.e., from the conclusion of the
33^rd Annual General Meeting of the company until the conclusion of 38^th Annual General Meeting to be held
in the calendar year 2029, at such remuneration as my be mutually agreed and approved by the Board.

Brief Profile of Nemani Garg Agarwal & Co.

Nemani Garg Agarwal & Co. is a leading Chartered Accountancy Firm rendering comprehensive professional
services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower
Management, Secretarial Services etc.

Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished Chartered
Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination of
specialized skills, which are geared to offers sound financial advice and personalized proactive services.

Those associated with the firm have regular interaction with industry and other professionals which enables
the firm to keep pace with contemporary developments and to meet the needs of its clients.

Statutory Auditors' Report:

The comments on statement of accounts referred to in the report of the Auditors are self explanatory. Auditor’s
Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed
M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the
Company for the F.Y. 2024-25.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed
entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all
applicable SEBI Regulations and circulars/ guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial
Auditors of the Company examined the compliance of all applicable SEBI Regulations and circulars /
guidelines and provided their report. The Secretarial Auditors vide their Secretarial Audit Report dated 14^th
August, 2025 and Secretarial Compliance Report dated 28^th May, 2025 have reported that your company has
maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued
thereunder except the following:

It has been observed that the company has not paid the listing fees to the Bombay Stock Exchange since
2018-19. Consequently, the trading of the company's shares has been suspended by the Bombay Stock
Exchange. However, BSE pursuant to its notice no.20210219-31 dated 19 Feb, 2021 has allowed the trading
of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company
makes payment of outstanding ALF to the Exchange. BSE has restricted the trading of the company on
account of Graded Surveillance Measure (GSM) under Stage 0.

The company is facing financial hardships and liquidity crunch and, therefore, at present is unable to pay the
outstanding listing fees of BSE. However, the management of the company is trying to arrange necessary
funds to clear its outstanding annual listing fees and to revoke the consequent suspension on trading of its
shares.

There are no other qualifications, reservations, adverse remarks or disclaimers given by the Secretarial
Auditor in the Report except those mentioned above.

The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Company Secretaries
confirming that none of the Directors on the Board of the Company has been debarred or disqualified from
being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/
Ministry of Corporate Affairs or any such Statutory Authority

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding
disqualification of Directors for the F. Y. 2024-25 are provided as Annexure-1(A), 1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors
on the recommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as
the Internal Auditor of the company for the FY 2024-25.

13. Share Capital

A. Issue of equity shares with differential rights: During the year, company has not issued any equity shares
with differential rights.

B. Issue of sweat equity shares during the year, company has not issued any Sweat equity shares.

C. Issue of employee stock options During the year, company has not issued employee stock options.

D. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees - Rs. Nil

E. Bonus Shares - No bonus shares were issued during the year under review.

14. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31, 2025, pursuant to the sub section (3) of
Section 92 of the Companies Act 2013 is placed at the Company’s website under the web link:
https://rcccements.com/investor/mgt9-24-25.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2025 in Form MGT-
7, is available on the website of the Company at the link: https://rcccements.com/investor/areturn24-25.pdf

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

A) Conservation of energy:

Your company has undertaken various energy efficient practices which has strengthened the Company’s
commitment towards becoming an environment friendly organization. The Company makes all efforts
towards conservation of energy, protection of environment and ensuring safety. As far as possible, company
is utilizing alternate sources of energy.

B) Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing
to be disclosed on account of technology absorption.

C) Foreign exchange earnings and Outgo during the year:

16. Corporate Social Responsibility (CSR)

In terms of Section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are
not applicable to the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel
Appointment and Cessation

During the year under review, Mr. Pankaj Prasad (DIN: 01481240) was appointed as an Independent
Director of the Company for a term of Five (5) consecutive years His appointment as an Independent
Director of the Company for a term of Five (5) years was duly approved by the shareholders in the 33^rd
Annual General Meeting of the Company held on September 30, 2024.

Further, during the year under review, the tenure of second term of 5 years of Mr. Mukesh Sharma (DIN:
00166798) as an Independent Director of the company was completed on September 30, 2024.

During the year under review Mr. Rajesh Kumar resigned from the post of Chief Financial Officer of the
Company w.e.f. 04^th March, 2025 and the Board of Directors in its meeting held on 17^th March, 2025 had
appointed Mr. Soban Singh Aswal as the Chief Financial Officer of the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Sachin Garg, (DIN: 03320351) Managing
Director of the Company retires by rotation at the forthcoming AGM, and being eligible, offers himself for re¬
appointment.

.Mr. Sachin Garg holds 15,200 equity shares of the Company. Mr. Sachin Garg does not have any
relationship with any of the existing directors and Key Managerial Personnel.

Brief Profile of Mr. Sachin Garg

Mr. Sachin Garg is a fellow Member of the Institute of Chartered Accountants of India. He has rich
experience of more than 20 years. He has significant expertise in Corporate Laws, Audit, Finance &
Taxation, Capital Markets, Project Management, Companies Act etc. He has always demonstrated a certain
dynamism and foresight seen in the most pragmatic of professional. He has significant expertise in preparing
long range business plans using financial modeling, forecasting, and analysis to develop corporate
objectives and predict financial outcome. He is Proficient in establishing consistent and appropriate business
practices, enhancing controls for credit risks; instituting controls, teamwork and answerability throughout the
entity.

Mr. Sachin Garg does not hold any directorship in any other public limited company.

Listed entities from which Mr. Sachin Garg has resigned in the past three years -

Considering the background and experience of Mr. Sachin Garg, the Board is of the opinion that his
reappointment will immensely benefit your Company. The Board recommends the reappointment of Mr.
Sachin Garg, as a Director Liable to retire by rotation and he shall continue to act as the Managing Director
of the company.

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your
Company has requisite number of Independent Directors on its Board. Your Company has duly complied
with the requirements of the said provisions for appointment of Independent Directors during the year under
review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Directors of the Company under
Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, confirming that they meet with the criteria of independence as
prescribed under the aforesaid Section and Regulation.

D. Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its
performance as well as that of its Committees and Individual Directors including the Chairman of the Board.
Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board
function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and
Non -Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board
and its Committees with the Company.

E. Demise of Mr. Rakesh Jain, Promoter of the Company

The Company was intimated on 06^th April, 2023 about the sadden demise of Mr. Rakesh Jain, promoter of
the Company in the year 2021.

All the Directors and employees of the Company convey their deep sorrow and condolences to the family of
Mr. Rakesh Jain w.r.t his unexpected passing away.

Further, Mr. Rakesh Jain would ceased to be the part of promoter & promoter group of the company in
accordance with the Regulation 31A (6) (c ) of the SEBI (LODR) Regulations, 2015. The transmission of
shareholding of Mr. Rakesh Jain to his nominees shall take place in due course and therefore, shareholding
of Mr. Rakesh Jain will be shown in his name till the conclusion of transmission.

F. Reclassification of Promoters

The Company has received, on August 11, 2025, a request dated August 09, 2025, from the following
Promoter/Promoter Group shareholders seeking reclassification of their shareholding from “Promoter &
Promoter Group” category to “Public” category:

The Board of Directors vide resolution passed at their meeting held on August 29, 2025 took note of above
application and granted its consent to proceed with the process of reclassification of status of the aforesaid
Promoters (“Outgoing Promoter” Shareholders) from “Promoter & Promoter Group” Shareholder to “Public”
category Shareholder subject to the necessary approvals from the BSE Limited and the approval of
shareholders of the Company and other appropriate Statutory Authorities.

The aggregate voting rights of the Outgoing Promoters is within the permissible limits of 10% prescribed
under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 and that the outgoing Promoters have confirmed that they:

• do not hold more than ten percent of the total voting rights in the listed entity.

• post reclassification, will not exercise control over the affairs of the company, directly or indirectly.

• do not have any special rights with respect to the company through formal or informal arrangements
including through any shareholder agreements.

• are not and will not be represented on the board of directors (including through a nominee director) of
the company.

• are not and will not act as key managerial personnel in the company.

• are not a willful defaulter as per the Reserve Bank of India Guidelines.

• are not a fugitive economic offender.

• do not have any pending regulatory action against them.

• post reclassification, shall continue to comply with the conditions mentioned in sub-clauses (i), (ii) and
(iii) of Clause (b) of Regulation 31A(3) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 at all times from the date of re-classification, failing which they shall be reclassified as
a promoter of the company.

• shall comply with the conditions mentioned in sub-clauses (iv)and (iv) of Clause (b) of Regulation 31A(3)
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for a period of not less
than three years from the date of reclassification, failing which they shall be reclassified as a promoter of
the company.

The following is the rationale for reclassification of the Outgoing Promoters:

i) They do not exercise any control over the affairs of the Company;

ii) That except Ms. Anupreksha Jain and Yogesh Jain (HUF) who holds 68,500 & 54,000 equity shares
constituting 1.22% and 0.96% of the paid up capital of the company respectively, none of the outgoing
promoters hold any shares in the Company;

iii) They do not have any special rights with respect to the company through formal or informal
arrangements including through any shareholder agreements;

iv) They will continue to comply with the conditions as required under Regulations 31A(4) of SEBI (LODR)
Regulations;

v) They have requested the Company to reclassify them from 'Promoter & Promoter group' to 'Public'
category;

The Board of Directors in its meeting held on 29^th August, 2025, after taking on record the confirmations and
undertakings submitted by the outgoing promoter(s), and after considering the requirements under
Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 expressed the
following views and opinion:

vi) Based on the above facts and declarations, the Board is of the opinion that the request for
reclassification is in line with the regulatory requirements under Regulation 31A.

vii) The Board does not foresee any adverse impact on the management, control, or governance of the
Company on account of such reclassification.

The Board was, therefore, of the view that the request of the outgoing promoter(s) could be sent to the BSE
Limited for its approval in accordance with the provisions of Regulation 31A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and be recommended to the shareholders for their
approval. The Board of Directors in the said meeting also instructed to initiate the process of seeking the No
Objection from BSE Limited for the proposed reclassification as per the provisions of Regulation 31A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Accordingly, the Company has already filed a request to the BSE Limited and the application for the
proposed reclassification shall be submitted with BSE Limited within the stipulated time period of 5 days of
the Board Meeting held on 29^th August, 2025, as is envisaged in Regulation 31A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

18. Number of meetings of the Board of Directors

Seven (7) meetings of the Board of Directors were held during the year on 29/05/2024, 12/08/2024,
02/09/2024, 30/09/2024, 13/11/2024, 30/01/2025 and 17/03/2025.

One separate meeting of Independent Directors of the Company was also held on 13/03/2025.

19. Committees of the Board

The Board had constituted following committees in accordance with the Companies Act, 2013 and Regulation
17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

> Audit Committee

> Stakeholders’ Relationship Committee

> Nomination and Remuneration Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are
provided in the Report of Corporate Governance which forms part of this Annual Report.

Recommendation of Audit Committee

During the year under review, there were no instances of non-acceptance of any recommendation of the
Audit Committee by the Board of Directors.

20. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall
monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal
annual evaluation needs to be made by the Board of its own performance and that of its Committees and
individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of
Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors had carried out an annual evaluation of its own performance, Board Committees and
individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the
overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy
formulated by the Board and after seeking inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees were evaluated by the Board after seeking inputs from the Committee
members on the basis of the criteria such as the composition of committees, effectiveness of Committee
meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (as per
Annexure 2) formulated by the Nomination and Remuneration Committee and approved by the Board to
evaluate the performance of the Board and its Committees.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the Board
and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of
his role.

In a separate meeting of Independent Directors held on 13/03/2025, the performance of non-Independent
Directors, the performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the Independent Directors, at which the performance of the
Board, its committees and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent
director being evaluated.

Based on the outcome of performance evaluation for the financial year 2024-25, further measures/actions
have been suggested to improve and strengthen the effectiveness of the Board and its Committees.

21. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and Independent directors to maintain
the independence of the Board, and separate its functions of governance and management. As on March
31, 2025, the Board consisted of 4 members, out of whom, one is an Executive Director, two are
Independent Directors and one is a Non-Executive Woman Director.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director, and other matters provided under sub-section
(3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure - 3 to the
Board Report. Further, the remuneration paid to the Directors is as per the terms laid out in the nomination
and remuneration policy of the Company. However, your directors have voluntarily decided not to take any
remuneration or sitting fees.

22. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a
mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on a
continuing basis.

23. Whistle Blower Policy and Vigil Mechanism

Your Company has established a “Whistle Blower Policy” and Vigil Mechanism for directors and employees
to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or
violation of the Company’s code of conduct policy and provides safeguards against victimization of
employees who avail the mechanism and also

provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the
website of the company and can be accessed at http://www.rcccements.com/policy.html. None of the
personnel has been denied access to the Audit Committee.

24. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loans given, investments made or guarantees given and securities provided, if any,
at the year end and maximum outstanding amount thereof during the year as required under Para A of
Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the
Company.

25. Contracts and arrangements with related parties

All Related Party Transactions, if any, that were entered into during the financial year were on an arm’s
length basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website
http://www.rcccements.com/policy.html. The details of the transactions with related parties are provided in
Notes to Financial Statements.

26. Corporate Governance

Your Company has been benchmarking itself with well-established Corporate Governance practices besides
strictly complying with the requirements of Regulation 17 to 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and / or any other applicable Regulation of the SEBI, as
amended from time to time.

A separate “Report on Corporate Governance” together with requisite certificate has been granted by the
Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as
per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this
Report.

27. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the
best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable
accounting standards had been followed and no material departures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year i.e. on 31st March, 2025 and of the profit or loss of the
company for that period;

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

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

(e) the directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating efficiently; and

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

28. Particulars Of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs.
102.00 lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 8.50 lacs or
more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed herewith as Annexure - 4.

During the year under review, none of the Directors of the Company have received remuneration from the
Company. The Nomination and Remuneration Committee of the Company has affirmed in its meeting held
on March 17, 2025 that the remuneration paid to the Senior Management Employee/KMPs is as per the
remuneration policy of the Company.

29. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the
Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2024-25.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business,
including adherence to the company’s policies, the safeguarding of its asset, the prevention and detection of
fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosure. The Company has an adequate internal controls system commensurate with its
size and the nature of its business. All the transactions entered into by the Company are duly authorized and
recorded correctly. All operating parameters are monitored and controlled. The top management and the
Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems
from time to time.

30. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any
complaint of sexual harassment during the year under review.

31. Reporting Of Frauds By Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under
Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

32. Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1
(Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General
Meetings).

33. Human Resources

Your Company treats its “human resources” as one of its most important assets. We focus on all aspects of
the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at
the Company, employees are motivated through various skill development programs. We create effective
dialogue through our communication channels to ensure that feedback reach the relevant team, including
leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.
A number of programs that provide focused people attention are currently underway. Your Company thrust
is on the promotion of talent internally through job rotation and job enlargement.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company and performance review
for the year ended March 31, 2025, as stipulated in Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the
Report.

36. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such
the requirement for providing the details relating to material variation is not applicable to the Company for
the year under review.

37. Details of the difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from banks or financial institutions along with the reasons
thereof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year
2024- 25 and accordingly no question arises for any difference between the amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions
during the year under review.

38. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and
Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance
and support and wish to express their sincere appreciation for their continues co-operation and assistance.
We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received
from banks, customers, vendors, Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.

For and on behalf of the Board of
RCC Cements Limited
Sd/-

Place: New Delhi Sachin Garg

Dated: 02.09.2025 Chairman

DIN:03320351