Your Directors have pleasure in presenting Twenty-fourth (24^th) Annual Report of the Company together with the
Audited Standalone & Consolidated Balance Sheet as at March 31, 2025 and the Statement of Profit & Loss for the year
ended on that date.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the financial year ended March 31, 2025 as compared
to the previous financial year are as under:

OVERVIEW AND OPERATIONAL REVIEW

India's cement industry is indeed a major player globally,
contributing significantly to the world's production
capacity. The country's large limestone reserves make it
an ideal location for cement manufacturing.

India's cement industry has seen steady growth over the
past few decades, supported by an increasing demand
for housing, infrastructure, commercial construction and

support from the Government. The market is expected
to grow as both urbanization and industrialization
are increasing and the Government also focuses on
infrastructure projects like "Housing for All" and "Smart
Cities" etc.,

In the FY 2024-25, the Indian Government has
implemented several initiatives to bolster the cement
industry, focusing on infrastructure development,

innovation and sustainability. The Government has
committed to an H11 lakh crore capital expenditure
plan aimed at modernizing India's infrastructure. This
substantial investment is expected to drive demand
for cement and other building materials, providing a
significant boost to the industry.

Recognizing the importance of technological
advancement, the Government has allocated H20,000
crore to foster innovation across various sectors,
including the cement industry. This funding is
intended to accelerate the development and adoption
of green cement solutions, promoting sustainability and
innovation within the sector.

To facilitate infrastructure development at the state level,
the Government has provided H1.5 lakh crore in 50-year
interest-free loans to states. These funds are designated
for capital expenditure on infrastructure projects, which
are anticipated to stimulate demand for cement and
related materials.

Despite the immense potentiality for growth, the sector
faces challenges such as rising fuel and transportation
costs, environmental regulations and supply chain issues.
However, opportunities for innovation in sustainable
production, such as the development of low-carbon
cements and energy-efficient technologies are on the
rise. The increased demand from infrastructure projects,
including roads, railways and airports, continues to be a
major driving force for growth in the industry.

India is also one of the top cement exporters globally. It
exports to neighboring countries in Asia, the Middle East
and Africa. This international demand helps to stabilize
the sector and gives companies more global exposure.

The Indian cement industry is projected to grow by
6-7.5% in fiscal year 2025-26 (FY26), according to recent
industry reports. This anticipated growth will be largely
driven by a rebound in infrastructure development and
housing construction, with a notable push coming from
rural sector activity.

During the year under review, your Company has
manufactured 14,87,226 MT. of Cement Clinker as against
7,60,300 MT. recorded during the FY 2023-24. Company's
subsidiary M/s. Star Cement Meghalaya Limited has
produced 16,35,763 MT. of Clinker as against 20,44,837
MT. during the FY 2023-24. On consolidated basis total
clinker production during the year was at 31,22,989 MT. as
against 28,05,137 MT. during FY 2023-24. Your Company
recorded overall growth in its performance during the
year.

In terms of capacity utilization, clinkerization unit of your
Company was able to utilize 36% of its installed capacity
as against 76% during the FY 2024-25. M/s. Star Cement
Meghalaya Limited has utilized 82% of its installed capacity
during the FY 2024-25 as against more than 100% during
FY 2023-24. On consolidated basis clinkerization units
utilized 51% of its installed capacity during the FY 2024-25
and fully utilized in FY 2023-24.

Your Company has been able to maintain the performance
on grinding front too. During the year under review, total
cement production on consolidated basis was at 46,96,885
MT. as against 44,44,538 MT. during the FY 2023-24.

Similarly, your Company has been able to achieve sales
volume of 46,51,326 MT. of Cement as against 44,04,208
MT. during the previous financial year.

Although production performance of the Company
improved during the year, however, the Company's
financial results fell short of expectations. This was
mainly due to the delayed stabilization of the second line
of clinker production. As a result, the Company had to
rely on market purchases of clinker during this interim
period, which exerted pressure on profit margins and
negatively impacted the bottom line.

UPCOMING/NEW PROJECTS

During the year your Company has successfully
commenced commercial production on April 21,
2024, from its' New Clinker Line of 3.3 MTPA Capacity
situated at Lumshnong, Meghalaya and successfully
commissioned its 12.5 MW WHR projects. Star Cement
North East Limited, a subsidiary Company's project for 2
MTPA cement plant in Silchar with Railway siding is in
progress and is expected to be commissioned by FY 26.
Another grinding unit of 2 MTPA at Upper Assam location
is in pipeline. Upon completion of the projects, the overall
capacity of cement will increase to 11.7 MTPA.

Besides this, the Company has been declared as the
preferred bidder for limestone mines at Dima Hasao,
Assam with mines reserves of 192.36 million tons. M/s Star
Cement Meghalaya Limited, a Wholly Owned Subsidiary
of the Company, has also been declared as the 'Preferred
Bidder' for Composite License of Boro Hundong
Limestone Block over an area of 400 hectares with
estimated limestone resource of 146.75 million tonnes.
M/s Star Cement North East Limited, a Wholly Owned
Subsidiary of the Company, has also been declared as the
'Preferred Bidder' Limestone Blocks situated in Beawer
District, Rajasthan over an area of ~ 95.6823 hectares with
estimated limestone resource of ~ 63.90 million tonnes.

In segment of Other Building Materials, M/s. Star Smart
Building Solutions Limited, [formerly Star Cement (I)
Limited] subsidiary of the Company is commissioning
a AAC Block plant & a chemical plant which is at the
completion stage and the commencement of commercial
production of AAC Block is likely to start by first quarter of
2025-26.

DIVIDEND

The Board of Directors of your company, after
considering holistically the requirement of funds for
Company's and its subsidiary's upcoming projects at
Jorhat and Silchar and the relevant circumstances has
decided that it would be prudent not to recommend any
Final Dividend for the FY 2024-25 (PY NIL).

INDIAN ECONOMY AND OUTLOOK - AT
A GLANCE

India's GDP growth rate of 6.5% for the fiscal year 2024¬
25 aligns with the forecasts made by various institutions
like the Reserve Bank of India (RBI), World Bank and IMF,
which had projected growth in the range of 6.3% to 6.8%.
This moderate growth reflects the resilience of the Indian
economy amid global uncertainties, inflation pressures,
geopolitical tensions. This deceleration is attributed to
a weaker manufacturing sector and subdued corporate
investments. Despite this slowdown, the service sector
remains resilient, contributing significantly to the
nation's economic stability. Additionally, there has been
an improvement in rural demand, which is expected to
support consumption in the coming months.

The retail inflation rate in India for the FY 2024-25 was
4.6% driven by a decline in food prices. This reduction in
inflationary pressures has opened the door for interest
rate cuts by the Reserve Bank of India (RBI), aiming to
stimulate economic growth.

US President Donald Trump has imposed the steepest
American tariffs in a century, escalating trade tensions
and sending ripples through the global economy. India,
among the hardest-hit countries, now faces a 26% tariff on
its exports to the US. However, the temporary reduction
of the tariff to 10% for a three-months period has offered
significant relief to the industry and afforded the country
valuable time for negotiations.

While India has been affected, the impact is somewhat
milder compared to some other Asian nations.
Nonetheless, key export-driven sectors such as textiles,
chemicals and steel could be strained. However, India's
relatively inward-looking economy and diverse domestic
market position is well to navigate these challenges.
Instead of escalating the trade dispute, India is likely to
engage in diplomatic negotiations with the US. While
short-term market reactions may be negative, the
economy is expected to stabilize and rebound in the latter
half of the year.

In summary, Trump's aggressive trade stance may
inadvertently create space for India to strengthen its
global trade presence, as long as it stays adaptable and
business-friendly.

India's economic outlook for the FY 2025-26 is
characterized by moderate growth projections, strategic
policy initiatives and external challenges. The Reserve
Bank of India (RBI) has adopted a growth-supportive
stance, reducing interest rates to stimulate economic
activity and face challenges.

The 2025 Union Budget introduces several growth-
oriented measures, with a strong emphasis on agriculture
sector. Key initiatives such as the Prime Minister Dhan-
Dhaanya Krishi Yojana and enhanced access to credit
through the Kisan Credit Card (KCC) are aimed at
supporting farmers and promoting self-reliance in pulse
production.

These strategic policy interventions contribute to a
cautiously optimistic economic outlook for FY 2025¬
26, with GDP growth projected around 6.5%. The focus
on innovation, rural development and agricultural
infrastructure is expected to stimulate broader economic
activity. However, challenges such as global trade
uncertainties, Russian Ukraine war, unrest middle east,
inflation management and the health of the Banking
sector remain areas of concern.

However, the increased emphasis on rural infrastructure
and agricultural development is likely to have a positive
impact on cement demand in the coming period.

CEMENT INDUSTRY OVERVIEW

India occupies a significant position as the second-
largest producer of cement globally, contributing over 8%
of the world's total installed capacity. This highlights the
country's considerable role in addressing global cement
demand.

The domestic infrastructure and construction sectors
are poised for substantial expansion, supported by
government-led initiatives such as the Smart Cities
Mission, Housing for All, AMRUT and PMGAY etc. These
developments are anticipated to drive sustained growth
in cement consumption. Additionally, the increasing
demand for rural housing and the steady resurgence of
the industrial sector continue to serve as key drivers of
cement demand, reflecting the broader recovery of the
Indian economy.

The industry's growth is further underpinned by the
abundant availability of essential raw materials, including
limestone and coal. This accessibility facilitates a stable
supply chain, lowers production costs and enhances the
overall competitiveness of the sector.

Despite these positive trends, significant capacity
additions—estimated at 35 to 40 million tonnes,
particularly in eastern and southern regions—are
expected to moderate volume growth. Consequently,
pan-India average capacity utilization levels are projected
to be constrained at approximately 72% over the medium
term.

In recent years, the cement industry has experienced
robust volume growth, largely driven by strong demand
from the housing sector and numerous large-scale
infrastructure initiatives, including the construction of
roads, expressways, airports, metro rail systems and rural
development projects.

However, going forward, cement volume growth is
expected to moderate to a compound annual growth
rate (CAGR) of approximately 7-8% over FY 2025-26 .
This moderation is attributed to the high base of growth
recorded in the preceding three fiscal years. In particular,
demand from rural housing is expected to soften,
following a period of accelerated growth supported by
the Pradhan Mantri Awas Yojana - Gramin (PMAY-G)
scheme.

Nevertheless, continued Government expenditure
on infrastructure, increased construction activity and
ongoing residential projects are expected to support
growth in cement demand. During the first quarter
of FY 25, growth remained modest at 2-3%, partially
influenced by the electoral environment.

Over the next three fiscal years, cement demand from
the housing construction segment is anticipated to
moderate to approximately 4-5%, whereas demand from
the infrastructure segment is expected to exhibit stronger
growth.

The Union Budget 2025 further reinforces this outlook,
with a significant capital outlay of H11.11 lakh crore
allocated under the "Viksit Bharat @ 2047" vision for
infrastructure development. Additionally, the launch
of PMAY-Urban 2.0, aimed at addressing the housing
needs of one crore urban poor and middle-class families
through an investment of H10 lakh crore, is expected to
further bolster cement demand.

The launch of the PM Gati Shakti initiative is aimed at
enhancing multimodal connectivity and establishing a
world-class transportation network across India. This
program is expected to significantly stimulate cement
demand, particularly through infrastructure projects
related to logistics and transportation.

Further affirming the Government's commitment to
urban development, substantial allocations have been
made under the Urban Rejuvenation Mission (AMRUT),
the Smart Cities Mission and the Swachh Bharat Mission.
These initiatives are likely to contribute to sustained urban
infrastructure development, thereby driving additional
cement consumption.

Despite these positive developments, the cement
industry in India continues to face several operational
and structural challenges that could affect its growth
and profitability. Rising diesel prices and a 5% increase
in railway freight rates in 2024 have led to higher
transportation costs, thereby compressing industry
margins. In the eastern region, logistical delays caused
by a shortage of railway wagons and underdeveloped
infrastructure further disrupt supply chains.

Moreover, intense pricing competition from ultra¬
low-cost regional players has put pressure on larger
manufacturers, affecting their profitability. Environmental
regulations, especially the national drive towards net-zero
emissions, may also result in increased production costs
as companies invest in cleaner and more sustainable
technologies.

Nonetheless, these challenges are counterbalanced by
the Government's proactive infrastructure push and
policy support. Initiatives like PM Gati Shakti, the Smart
Cities Mission and housing schemes such as PMAY-
Urban 2.0 present a favorable environment for private-
sector cement companies.

Continued Government support through budgetary
allocations and industry-friendly policies is expected to
further catalyze this growth, making the cement industry
an attractive avenue for long-term investment.

EAST & NORTHEAST SCENARIO - GATEWAY
OF OPPORTUNITIES

The Government of India has placed significant emphasis
on the development of the North Eastern Region (NER),
recognizing its strategic importance and untapped
potential. A range of initiatives have been launched
to enhance health, education, infrastructure and
industrialisation in the region, with the aim of improving
socio-economic conditions and promoting balanced
regional growth.

The Ministry of Road Transport and Highways has played
a crucial role in expanding the region's road infrastructure.
Between 2015 and 2024, a total of 4,950 kilometers of
National Highways were developed in the North East at
an investment of H41,459 crore. Complementing these
efforts, the Ministry for Development of the North Eastern
Region (DoNER) has sanctioned 105 road projects under
schemes such as the North East Special Infrastructure
Development Scheme (NESIDS) and the North East Road
Sector Development Scheme (NERSDS), amounting to
H5,174.59 crore.

NESIDS alone has been approved with a total outlay of
H8,139.50 crore for the period 2023-2026, and in FY 2024¬
25, a dedicated allocation of H2,282.85 crore has been made
for both road and non-road infrastructure components.
These initiatives collectively reflect the Government's
focused strategy to transform the North East into a well-
connected and economically vibrant region.

To further enhance connectivity and promote regional
development in the North East, the Government of India
has allocated H10,376 crore in the Union Budget 2024-25
towards the improvement of railway infrastructure in
the region. As part of this initiative, 60 railway stations in
the Northeast are being redeveloped into Amrit stations
projects, equipped with world-class amenities and
modern facilities.

Additionally, the Union Cabinet has approved the
Uttar Poorva Transformative Industrialization Scheme
(UNNATI), 2024, aimed at stimulating industrial growth
and generating employment in the region. The scheme
carries a financial outlay of H10,037 crore over a period of
ten-year. Under the scheme, eligible industrial units are
required to commence production or operations within
four years from the date of registration.

In terms of state-level budget allocations, West Bengal
has received H6,859 crore for the Pradhan Mantri Awas
Yojana - Rural (PMAY-G), H5,108 crore for capital outlay
on roads and bridges and H2,846 crore for assistance
to local bodies, municipal corporations and urban
development authorities. Similarly, Bihar's allocations

include H5,092 crore under the Mahatma Gandhi National
Rural Employment Guarantee Scheme (MGNREGS),
H2,071 crore for the Pradhan Mantri Gram Sadak Yojana
(PMGSY), H2,103 crore for PM Awas Yojana - Urban
(PMAY-U), H640 crore for the Smart Cities Mission, and
H3,189 crore for capital expenditure on roads and bridges.
These allocations reflect the Government's commitment
to holistic regional development, infrastructure
enhancement and inclusive economic growth in the
eastern and north eastern regions of the country.

The Government of India has approved a series of large-
scale infrastructure projects aimed at enhancing regional
connectivity and fostering economic development,
particularly in Bihar, Jharkhand and West Bengal.
Among these, 37 rural works division projects have
been sanctioned, involving road construction spanning
19,876 kilometers at an estimated cost of H17,266 crore.
Additionally, the Patna-Arrah-Sasaram Corridor Project,
with a budget of H3,712 crore, is scheduled for completion
by March 2029. Another notable project is the Kosi-Mechi
Link Irrigation Project, valued at H6,282 crore, being
implemented under the Pradhan Mantri Krishi Sinchai
Yojana - Accelerated Irrigation Benefits Programme
(PMKSY-AIBP).

To enhance interstate connectivity, an elevated flyover
is currently under construction on NH-19, aimed at
strengthening the linkage between Jharkhand and West
Bengal. This project involves an investment of H1,130
crore. Additionally, the Kalyani Expressway is being
upgraded to a 4/6-lane corridor, supported by a budgetary
allocation of H1,652.70 crore. These initiatives are expected
to significantly improve regional connectivity, facilitate
smoother trade, mobility and catalyze economic growth
across the region.

Importantly, such large-scale construction and
infrastructure initiatives are projected to drive substantial
growth in cement demand across the region. This is
likely to have a positive impact on cement manufacturers
operating in Eastern India, providing them with
opportunities for increased sales, market expansion and
long-term investment prospects.

Market Development

Cement demand in Eastern India is projected to
grow at a compound annual growth rate (CAGR) of
approximately 8% during the period 2025-2027. Among
the eastern states, West Bengal and Bihar are the leading
consumers, collectively accounting for over one-fourth
of the region's total cement demand. West Bengal's
consumption is estimated at around 24.3 million tonnes,
while Bihar's stands at approximately 23.6 million tonnes.
Year-on-year, cement demand in West Bengal and Bihar
has increased by 5% and 4%, respectively. With continued
emphasis on infrastructure development, these states
are expected to experience robust demand growth in the
coming years.

The North Eastern Region (NER) remained a key focus
market for the Company during the year. However, the
region exhibited modest growth trends. Cement demand
in the NER declined by 3.8% in the first half of the year but
recovered to grow by 3.7% in the second half, resulting
in an overall marginal growth of 0.3% for FY 2024-25
compared to FY 2023-24. This is notably lower than the
estimated all-India average growth of approximately 7%.

During the year under review, the Company achieved
total cement sales of 4.65 million tonnes, as compared to
4.40 million tonnes recorded in FY 2023-24.

As the market leader in the North East, the Company
continued to strengthen its distribution network. The
Company now maintains a strong presence with
approximately 2,000 plus dealers and 11,000 plus sub¬
dealers across the region, further reinforcing its market
leadership and accessibility. The Company is running
mobile application for dealers, influencers, sales, branding
and technical team as follows:

i. Star Saathi App for Dealers ;

ii. Star Saathi App for Rising Star Authorized Retailers ;

iii. Customer Web Portal for Dealers ;

iv. Star Saathi Rewards-Loyalty program for Dealers ;

v. Star Saathi Rewards-Loyalty Program for Rising Star
Authorized Retailers;

vi. Star Link App for Mason and Contractors ;

vii. Star Stellar App for Engineers;

viii. Sales Force Automation App for Sales, Branding,
Technical department & Logistics;

Major achievements of your Company during the year
are follows:

> At NER Star Cement has grown by 8.2% and overall
industry has grown by 0.3 % only in FY 24-25;

> At NER Star Cement Non Trade sales has grown by
40% in FY 24-25 over FY 23-24;

> Focused on Premium product sales hence resulted
growth by 82%;

> Added 2000 plus cement counters during FY 24-25;

> Launch of Dhalai Master Cement in Premium
Category

> First ever Rising Star Authorised Retailer Conference
in NER with over 600 Participants;

During the FY 2024-25 we have launched Star Dhalai
Master Cement, a premium product developed to address
the evolving demands of modern construction replacing
Star Anti Rust Cement. The Brand name 'Dhalai Master'
which was tested during market research showed as a
preferred choice since consumers associate Dhalai with
casting. The term Master was also tested.

To promote the product, we have launched Star Dhalai
Master TVC through TV ads, Cable & Press ads and Digital
campaign through Facebook, Instagram & YouTube and
garner News Coverage through press releases. We also
initiated retail branding with Signage, Inshop branding,
Shop Painting etc. to increase visibility in all our retail
counters. We also continued with the promotion of Star
Weather Shield, the super-premium cement though TV
ads, Cable ad & digital campaigns in all our Social Media
platforms.

Star Cement has always been credited for doing
innovating branding and promotional campaign from
time to time. Featuring celebrities such as Olympic
Medallist & Weightlifter, Saikhom Mirabai Chanu for the
first in the series under the banner of "Har Ghar Mein Star",
the second TVC was launched with the promising, young
& dynamic, the first Indian Cricketer from North East,
Riyan Parag and the third TVC in the series was launched
with the Olympian Ace boxer Lovelina Borghoain. We
also intend to release the fourth TVC under the banner
with the Star Indian Footballer and former National
Football Team Captain Baichung Bhutia whose journey
is one of grit, strength & unshakable foundations-just like
Star Cement.

This year we also initiated a digital marketing campaign
called "Har Ghar Mein Star" Durga Puja Contest & "Har
Ghar Mein Star" Diwali Decoration Contest and continued
with "Happy Pic Lucky Pic Contest" for our Facebook
and Instagram users. The total engagement we had
generated was for more than 80 million users in Facebook
& Instagram from these campaigns.

PRODUCTION AND COST DEVELOPMENTS
Fly Ash

Blended cement presents sustainable option than
the Ordinary Portland Cement (OPC) on account
of its reduced environmental impact and improved
performance. Blended cement production requires
less energy and emits less carbon dioxide compared
to Ordinary Portland cement. Replacing Clinker with
Thermal Power Plants' generated waste product fly ash
significantly lowers the overall carbon emission and
results into significantly lower carbon footprints as
compared to production of Ordinary Portland Cement
and thus presents an environmentally friendly option.
Moreover, replacement of clinker by fly ash also results
into lower mineral requirement which results into
conservation of scarce mineral resources in form of
Limestone and Coal.

During the year under review too, your company
continued its focus on producing environmentally
friendly blended Pozzolanic Portland Cement (PPC)
along with its premium products like Dhalai Master,
Weather Shield and Anti-Rust products. The proportion
of blended cement produced was around 88% of total
manufactured cement during the year under review.

Your company shall continue to produce blended
cement in future years too.

On the cost front, during the later part of the year under
review, Railway has further enhanced the discounting on
railway freight of Fly Ash resulting into overall reduction
of fly ash cost. Coupled with this, your company has
made efforts to further rationalize the lead distance of fly
ash sources as well as blend of conditioned and Dry Fly
ash.

Logistics & Freight

Your Company successfully navigated market challenges
to ensure uninterrupted supply while maintaining strict
control over logistics costs.

Logistics cost efficiency was further enhanced through
sustained focus on key initiatives such as daily and
monthly e-bidding, PTPK outlier correction mechanisms,
and implementation of Wheeler-wise and Segment-
wise freight strategies. These efforts helped to sustain
the weighted average lead distance which increased
marginally from 220 km to 225 km.

Reaffirming its commitment to providing efficient and
timely delivery services, the Company implemented
several strategic initiatives. During the lean season, a
Jugglery Rake was also strategically utilized to enhance
rake utilization and dispatch efficiency. To meet the
growing needs of institutional customers and enhance
customer centricity, bulk cement carriers (Bulkers) were
deployed to ensure reliable, efficient and dust-free
delivery solutions.

To further strengthen logistics operations and driver
productivity, a Driver Management Centre was
established within the Fleet Division in subsidiary, in
collaboration with OEM partners.

To further enhance serviceability and respond to rising
customer demand, 100 new 16-wheelers and 20 new
small fleet vehicles were procured. These fleets are now
fully operational and have significantly contributed
to improving the subsidiary's Fleet Division's overall
productivity, while ensuring uninterrupted clinker
availability at optimized market freight rates to the
Guwahati Grinding Units.

Power cost

During the year under review, your Company continued
to meet the power requirements of its Lumshnong unit
through its wholly owned subsidiary, M/s. Star Cement
Meghalaya Limited, under a long-term arrangement
ensuring reliable supply of quality power at competitive
rates.

To mitigate the impact of rising fuel costs, particularly
due to the increase in coal prices and to optimize overall
power costs, your Company has sourced power for its
Grinding Unit at Guwahati and the integrated cement
plant at Lumshnong also through the Indian Energy
Exchange (IEX).

In line with its commitment to sustainability, your
Company has progressively increased procurement of
renewable power such as solar and wind energy, through
IEX. Additionally, the use of biomass and bamboo
as alternative energy sources has further reduced
dependence on fossil fuel-based electricity.

The Company has also entered into a new Fuel Supply
Agreement (FSA) with Coal India Limited for a period
of 10 years for its new clinker line, which will help to
ensure cost stability in coal procurement. Furthermore,
the successful commissioning of new Waste Heat
Recovery Boiler (WHRB) project is expected to contribute
significantly towards controlling power costs. The full
benefits of these initiatives will be realized in the years to
come.

KEY PERFORMANCE HIGHLIGHTS

> Consolidated cement production was at 46.97 lakh
MT. during the year as against 44.44 lakh MT. during
the previous financial year.

> Consolidated net sales at H2987.79 Crores during the
year under review as compared to H2888.17 Crores
during the FY 2023-24.

> Consolidated EBIDTA was at H589.21 Crores during
the year under review as compared to H582.77 Crores
during the immediate previous FY before exceptional
items.

> Consolidated profit before tax during the FY 2024-25
was at H225.67 Crores as against a profit of H423.57
Crores in the FY 2023-24.

> Consolidated Exceptional items during the FY was
NIL as against NIL recorded in previous FY.

OPPORTUNITIES & THREATS, RISKS AND
CONCERNS

Marketing strength of Star Cement lies on strong dealers
network. Company's aggressive marketing strategies and
strong branding network also contributed to establish its
position as the market leader in the region. Company's
new projects alongwith expansion plan would contribute
to strengthen its position in the market. Locational
advantages helped to procure raw materials at affordable
prices.

Opportunities:

(a) Growing Infrastructure Demand of the country led
by ongoing Government projects like Smart Cities,
PMAY (Pradhan Mantri Awas Yojana) and enhanced
focus on road, rail and port development are driving
demand of cement. The National Infrastructure
Pipeline (NIP) and initiatives like "Make in India"
have significantly opened plethora of opportunities
before cement industry. Increasing adoption of green
cement and low-carbon manufacturing processes
offers opportunity for innovation and market
leadership.

(b) Rising population and affordable housing initiatives
boost consumption of cement.

(c) Demand for low-carbon cement, alternative fuels
and eco-friendly technologies are increasing.

(d) Higher Central budget allocations for roads, railways
and industrial expansion fuel growth of the industry.

(e) Rapid Growth in rural infrastructure, warehousing
and small-town leads to increase in demand of
cement.

Threats:

(a) Cement and power industry is dependent on
availability of raw materials at affordable prices.

(b) The price volatility of coal, pet coke, gypsum and
limestone poses a threat to profitability of cement and
power industry. Stricter environmental compliances
and emission norms increasing manufacturing
costs and which may require significant capital
investments.

(c) The Indian cement market is highly competitive, with
both large-scale players and regional manufacturers,
leading to pricing pressure. Any macroeconomic
slowdown or disruptions (such as a global recession
or geopolitical tensions) may impact construction
activity and demand.

(d) The industry needs to adapt to new sustainable
practices such as alternative fuels, carbon capture
and digitalization to stay competitive.

(e) Cement plants often face social opposition due
to environmental and social impacts, requiring
companies to engage in responsible corporate
practices.

Risks & Concerns

As far risk is concerns cement and power manufacturing is
energy-intensive therefore it is vulnerable to fluctuations
in fuel prices. High logistics and transportation costs,
especially in a geographically vast country like India
impacted bottom line. Foreign trade policy could impact
domestic competitiveness. Distuptions due to extreme
weather conditions or disasters can affect the supply
chain and production facility.

(a) Cement is one of the largest contributors to CO2
emissions and increasing pressure to meet climate
goals raises sustainability concerns. Any major
changes in Environmental and Forest Laws may
impact availability of coal for the industry.

(b) The industry is capital-intensive requiring large
investments for capacity expansion, modernization
and compliance with sustainability norms.

(c) Uneven infrastructure development and housing
demand across the States can lead to underutilization
of capacities in certain regions.

(d) Despite the dominance of a few large players, a
fragmented market with many small-scale operators
leads to inconsistent quality and pricing issues.

(e) The industry's growth is highly dependent on
Government policies and spending on infrastructure,
making it vulnerable to fiscal constraints.

Addressing these risks through sustainable practices,
innovation and regulatory compliances are essential for
the long-term viability and sustainability of the cement
industry.

Your Company has evolved a risk management
framework to identify, assess and mitigate the key risk
factors of the business. The Board of Directors of the
Company is kept informed about the risk management
of the Company. The Board of Directors have formed a
Risk Management Committee inter alia, to oversee the
risk assessing and mitigation process of the Company
and advice the management in this regard.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on
March 31, 2025 was H40,41,80,417 divided into 40,41,80,417
equity shares of H1 each. During the year under review, the
Company has neither issued any shares with differential
voting rights nor granted stock options or sweat equity
shares.

SHARES IN SUSPENSE ACCOUNT

Disclosures of the shares lying in Company's Unclaimed
Shares Suspense Account are given in the Report of
Corporate Governance.

INVESTOR EDUCATION AND PROTECTION FUND

As per Companies Act 2013, dividends that are unclaimed/
unpaid for a period of seven (7) years from the date of
their transfer are required to be transferred to the Investor
Education and Protection Fund ('IEPF') administered by the
Central Government.

The tentative date for transfer of unclaimed and unpaid
dividends to the IEPF, declared by the Company are as
under:

Members who have not encashed their dividend so far
in respect of the aforesaid periods are requested to make
their claims to Maheshwari Datamatics Private Limited,
Registrar and Share Transfer Agent of the Company ('RTA')
or to the Company Secretary of the Company, at the
Company's Registered Office/ Corporate Office, well in
advance of the above due dates. Pursuant to the provisions

of IEPF Authority (IEPF) (Accounting, Audit, Transfer
and Refund) Rules, 2016 ('IEPF Rules'), the Company has
uploaded the details of unpaid and unclaimed amounts
lying with the Company as on September 26, 2024 (date
of the last AGM) on the website of the Company at www.
starcement.co.in and also on the website of the Ministry
of Corporate Affairs at www.mca.gov.in.

Further, pursuant to the provisions of Section 124 of the
Act, read with the relevant Rules made thereunder, shares
on which dividend has not been paid or claimed for
seven (7) consecutive years or more shall be transferred
to the IEPF Authority as notified by the Ministry of
Corporate Affairs. Accordingly, Dividend declared for the
FY 2017-18 which was unpaid for Seven (7) consecutive
years aggregating to H4,66,384 and the 54,877 equity
shares in respect of which dividend entitlements has
not been paid or claimed for seven (7) consecutive years
or more will be transferred by the Company to the IEPF
Authority after following the required provisions of Rules
on or before 6^th October, 2025. The Company is in the
process of sending intimation letters to the members and
will publish the advertisement in the newspapers. The
details will be available on the web site of the Company at
www.starcement.co.in

The Interim Dividend declared for the FY 2015-16 and
the underlying equity shares of the Company were
transferred to the IEPF Authroity. The details are available
on the web site of the Company at www.starcement.co.in

Further, the fractional shares entitlement account for
the FY 2016-17 aggregating to H50,460.50/- on which
the amount has not been paid or claimed for seven (7)
consecutive years or more has been transferred to the
IEFP Authority as notified by the Ministry of Corporate
Affairs.

The shareholders whose dividend/Fractional shares
amount/shares have been/ will be transferred to the IEPF
Authority may claim the shares or apply for refund by
making an application to the IEPF Authority by following
the procedure as detailed in the IEPF Rules and as
enumerated on the website of IEPF Authority at http://
www.iepf.gov.in/IEPF/refund.html.

ANNUAL RETURN

In terms of requirement of section 134(3)(a) read
with Section 92(3) of the Companies Act, 2013, the
Annual return of the Company has been placed on
the Company's website and can be accessed at the
web link: https://www.starcement.co.in/pdf/investor-
information/Annual-Return-2024-25.pdf

MEETINGS OF THE BOARD

During the year four (4) Board Meetings and four (4) Audit
Committee Meetings were convened and held on 22^nd
May, 2024, 09^th August, 2024, 8^th November, 2024 and 30^th
January, 2025 respectively. The intervening gap between
the Meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The details of the Board meeting and the Committee
meeting are provided in the Corporate Governance
Report.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent
Directors was held on 13^th March, 2025 wherein the
performance of the Non-Independent Directors and the
Board as a whole, its committees were reviewed. The
Independent Directors at their meeting also inter alia
assessed the quality, quantity and timeliness of flow of
information between the Company's management and
the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The composition and terms of reference of the Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders
Relationship Committee, Risk Management Committee
and Finance Committee have been furnished in the
Corporate Governance Report forming part of this
Annual Report. There has been no instance where the
Board has not accepted the recommendations of the
Audit Committee and Nomination and Remuneration
Committee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy/ Vigil
Mechanism as required under Section 177 of the
Companies Act, 2013 and as per Listing Obligations
and Disclosures Requirements Regulations, 2015
formulated by Securities and Exchange Board of India
(SEBI). The Vigil (Whistle Blower) mechanism provides a
channel to the employees and Directors to report to the
management, concerns about unethical behavior, actual
or suspected fraud or violation of the Code of Conduct or
policy. The mechanism provides for adequate safeguards
against victimization of employees and Directors to avail
the mechanism and also provide for direct access to the
Chairman of the Audit Committee in exceptional cases.
The said policy may be referred to at the Company's
website at the web link: https://www.starcement.co.in/
pdf/investor-information/VigilMechanism.pdf

POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT EMPLOYEES

The Board has framed a Remuneration Policy for
selection, appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management
Employees. The remuneration policy aims to enable
the Company to attract, retain and motivate highly
qualified members for the Board and at other executive
levels. The remuneration policy seeks to enable the
Company to provide a well-balanced and performance-
related compensation package, taking into account

shareholder interests, industry standards and relevant
Indian corporate regulations. The details on the same
are given in the Corporate Governance Report. The said
policy may be referred to at the Company's website at the
web link: https://www.starcement.co.in/pdf/investor-
information/RemunerationPolicy.pdf

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, your
Board has framed and adopted a Dividend Distribution
Policy. The object of the policy is to sharing profit of the
Company with the shareholders appropriately and also to
ensure funds are available for the growth of the Company.
The policy inter-alia describes the circumstances under
which the shareholders may or may not expect dividend,
the financial parameters that shall be considered while
declaring dividend, internal and external factors that
shall be considered for declaration of dividend, policy for
utilization of retained earnings and the parameters with
respect to different classes of shares for the purpose of
declaration of dividend. The said policy may be referred
to at the Company's website at the web link: https://
www.starcement.co.in/pdf/investor-information/
DividendDistributionPolicy.pdf

CODE OF CONDUCT

With intent to enhance integrity, ethics & transparency
in governance of the Company your Company
had adopted a Code of Conduct for Directors and
Senior Management Personnel. The Code has been
displayed on the Company's website at https://
www.starcement.co.in/pdf/investor-information/
SeniorMangementCodeofConductPolicy.pdf

COMPLIANCE WITH THE SECRETARIAL

STANDARDS AND INDIAN ACCOUNTING

STANDARDS (IND AS)

The Company has complied with the applicable
Secretarial Standards as recommended by the Institute
of Company Secretaries of India. The Company has also
complied with all relevant Indian Accounting Standards
(IND AS) referred to in Section 133 of the Companies Act,
2013 read with Companies (Indian Accounting Standards)
Rules, 2015 while preparing the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) read with
Section 134 (5) of the Companies Act, 2013, the Directors
hereby confirm and state that:

> In the preparation of Annual Accounts, the applicable
Accounting Standards have been followed along with
the proper explanation relating to material departures,
if any;

> The Directors have selected such accounting policies
and have 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 as at 31^st March, 2025 and
of the loss of the Company for the year under review;

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

> The Directors have prepared the annual accounts on
going concern basis;

> The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

> The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

AUDITORS & AUDITORS' REPORT
Statutory Auditors

M/s. Singhi & Co., Chartered Accountants (Firm
Registration Number: 302049E), Statutory Auditors of the
Company have been appointed by the members at the
Twenty-First Annual General Meeting of the members of
the Company and shall hold office for a period of 5 years
from the date of such meeting held on 27^th September,
2022.

The Statutory Auditors' Report "with an unmodified
opinion", given by M/s. Singhi & Co., on the Standalone
and Consolidated Financial Statements of the Company
for the Financial Year ended 31^st March, 2025, is appended
in the Financial Statements forming part of this Annual
Report.

The notes to the accounts referred to in the Auditors'
Report are self-explanatory and therefore, do not call for
any further comments.

Cost Auditors

Pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, the cost audit
records maintained by the Company in respect of its
manufacturing activity is required to be audited. Your
Directors have, on the recommendation of the Audit
Committee, appointed M/s. B. G. Chowdhury & Co., Cost
Accountants, (Firm Registration Number: 000064) as Cost
Auditors of the Company for the financial year ended
31^st March, 2025 in the Board Meeting held on 22^nd May,
2024. The remuneration proposed to be paid to them for
the FY 2024-25, as recommended by audit committee,
was ratified in the meeting of shareholders held on 26^th
September, 2024.

M/s. B. G. Chowdhury & Co., Cost Accountants, (Firm
Registration Number: 000064) have expressed their

willingness to be re-appointed as Cost Auditors of the
Company for ensuing financial year. The Board, on
recommendation of the audit committee has re-appointed
M/s. B. G. Chowdhury & Co., Cost Accountants, as Cost
Auditors of the Company for the FY 2025-26 subject to
ratification of their remuneration by shareholders in the
General Meeting of the Company.

As per the provisions of the Companies Act, 2013, the
remuneration payable to the Cost Auditors is placed before
the Members in a General Meeting for their ratification.
Accordingly, a Resolution seeking Members' ratification
for the remuneration payable to M/s. B. G. Chowdhury &
Co., Cost Auditors for the FY 2025-26 is included in the
Notice convening the Annual General Meeting.

The Cost Audit report for the FY 2023-24 was filed with
the Ministry of Corporate Affairs on 7^th September, 2024.

Secretarial Auditors

The Audit Committee and the Board of Directors at
their respective meetings held on 21^st May, 2025 have
considered and recommended the appointment
of M/s. MKB & Associates, a firm of Practicing
Company Secretaries, (Firm Registration Number.:
P2010WB042700) as the Secretarial Auditors of the
Company to conduct the secretarial audit, subject to the
approval of the members of the Company and to hold
office for a period of 5 (five) years from 1^st April, 2025 to
31^st March, 2030 in terms of amended requirement of
the SEBI (Listing Obligations & Disclosure Requirement)
Regulations, 2015.

M/s. MKB & Associates, a firm of Practising Company
Secretaries, is a peer reviewed firm and they have given
their consent for the proposed appointment as Secretarial
Auditors of the Company.

The Secretarial Audit Report for the FY 2024-25 is annexed
herewith and marked as Annexure-1. The report is self¬
explanatory and do not call for any further comments.

In terms of Regulation 24A of Listing Regulations, Star
Cement Meghalaya Limited, a material subsidiary is under
secretarial audit and report submitted by the Secretarial
Auditors for the FY 2024-25 is annexed herewith and
marked as Annexure - 1A. The report is self-explanatory
and do not call for any further comments.

REPORTING OF FRAUD

The Auditors of the Company have not reported any
fraud as specified under Section 143(12) of the Companies
Act, 2013.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

As required under Regulation 34 of Listing Regulations,
the Business Responsibility and Sustainability Report of
the Company for the financial year ended March 31, 2025
is attached as part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, your Company has not
made any investment or provided guarantee or security
in connection with a loan to any person exceeding the
limit specified in Section 186 of the Companies Act, 2013.

Details of Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013
are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions are entered on arm's
length basis, in the ordinary course of business and
are in compliance with the applicable provisions of the
Companies Act, 2013. There are no materially significant
related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or
other Designated Persons which may have a potential
conflict with the interest of the Company at large. In
terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, the particulars of the
material contract or arrangement entered into by the
Company with related parties as referred to in Section 188
in form AOC-2 is attached as Annexure-2 of this report.
However, the details of the transactions with the Related
Party are provided in the Company's financial statements
in accordance with the Indian Accounting Standards.

All Related Party Transactions are presented to the Audit
Committee and the Board. Omnibus approval is obtained
for the transactions which are foreseen and repetitive
in nature. A statement of all related party transactions
is presented before the Audit Committee on a quarterly
basis, specifying the nature, value and terms and
conditions of the transactions.

A policy on 'Related Party Transactions' has been
devised by the Company which may be referred to
at the Company's website at the weblink: https://
www.starcement.co.in/pdf/investor-information/
RelatedPartyTransactionsPolicy.pdf

RESERVES

During the year under review no amount was transferred
to reserves.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated in Section 134(3)(m) of the Act and rules framed
there under is mentioned below:

(A) Steps taken toward Conservation of energy:

The Company remains committed to sustainable
and energy-efficient operations. During FY 2024¬
25, several initiatives were undertaken to optimize
energy usage and reduce carbon footprint:

1. Commissioning of 12 MW Waste Heat Recovery
System (WHRS) thereby utilizing waste gases from
the kiln and clinker cooler to generate electricity.
This initiative significantly reduces dependency
on fossil fuels-based power sources, reduction
power cost and reduction in carbon foot print;

2. Installation of Variable Frequency Drives (VFDs)
across multiple process areas to optimize fan
operations and reduce energy demand:

> Mill Reject Bag Filter Fan (561FN1): 30 KW
VFD - savings 10KW/hr.(running at 30Hz);

> Mill Feed Circuits (531FN1 & 531FN2): 2X 37
KW VFDs - saving 16 KW/hr;

> Fly Ash Circuit (K21FNE & K21FNA): 30 KW &
37 KW VFDs - saving 13 KW/hr;

> Clinker Unloading Bag Filters (491FN5 &
491FN1): 30 KW & 55 KW VFDs - savings 28
KW/hr;

> (This saving is against to Damper based
control Vs RPM Based Control on Draft
maintain -137mmwc);

3. Improvement in Power Factor from 0.9860 to
0.9945 by installing APFC panels;

4. Operational Efficiency:

> RABH RA Fan operation shifted to differential
pressure mode, reducing daily run-time by
3.5-4 hours and cutting excess energy usage.

5. Energy-Efficient HVAC:

> Replaced conventional air conditioners with
inverter-based 1.5T and 2.0T units, resulting
in estimated energy savings of ~ 120,000
units/year.

6. Reactive Power Compensation:

Installed LT capacitor banks to enhance KVAR
and maintain PF at 0.99, resulting in energy bill
rebates.

B. Steps taken toward Technical Absorption:

(i) Steps taken towards Technical Innovation:

a. Installation of bin weighing system for bulk
cement loading bins, enhancing operational
accuracy and efficiency.

b. Installation of 55 KW VFD for Cement Mill
1 Main Bag Filter Fan, improving airflow
regulation and reducing power consumption.

c. Commissioned 2 Nos. Air Dryers to eliminate
moisture from compressed air systems,
enhancing pneumatic reliability in the
cement mill and packing plant .

d. Kiln Cooler DCS upgraded with high-speed
CPU and IO modules for better real-time
response.

e. Roller Press PLC software modified in
collaboration with OEM to improve drive
synchronization and minimizing downtime.

(ii) Steps taken towards Technical Absorption:

Replacement of obsolete MV Drive with a new
2700 KW MV Drive for the Bag House Fan,
improving reliability and reducing downtime.

(iii) Steps taken towards Technical Adoption:

Modified tachometer mounting on clinker and
gypsum weigh feeders, reducing maintenance
and preventing frequent stoppages.

Installed RCBOs (Residual Current Breaker with
Overcurrent protection) in colony electrical
distribution for enhanced personnel safety.

> The Company has developed a Research
& Development cell for carrying out R&D
Projects in the plant with specific objective of
development of advanced systems for quality
improvement. During the year under review,
your Company incurred Capital expenditure
of H186.97 Lakhs (P.Y. H9.35 Lakhs) and
Revenue Expenditure of NIL (P.Y. H0.37 Lakhs)
in Research & Development.

(B) Foreign Exchange Earnings And Outgo:

During the period under review, Foreign Exchange
Earning was NIL (PY - NIL) and the Foreign Exchange
Outgo was H789.05 Lakhs (PY H808.43 Lakhs).

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES (CSR)

Star Cement Ltd has consistently been a frontrunner in
Corporate Social Responsibility (CSR) initiatives across
the North-Eastern and Eastern regions of the country.
Since its inception, the Company has adopted a CSR
policy that emphasizes need-based, sustainable and
holistic development of the surrounding communities.
In line with this commitment, Star Cement continues
to provide a range of community welfare services in the
areas of Health, Education, Livelihood, Environment
and Biodiversity, Rural Infrastructure Development and
Emergency Response. Throughout the FY 2024-25, these
efforts aim to enhance the quality of life and overall well¬
being of residents in the vicinity of its plant operations.

Your Company has always been a pioneer in various
social welfare initiatives, consistently undertaking
meaningful activities aimed at the betterment of
the community at large. In its pursuit of long-term
stakeholder value creation, the Company remains
committed to respecting the interests of and being
responsive to its key stakeholders - particularly
communities from socially and economically
disadvantaged backgrounds including women, children,
the elderly and other underprivileged and marginalized
groups.

Importantly, the Company's CSR initiatives extend well
beyond statutory obligations, as evidenced by the fact
that any excess contributions made in previous years are
not set off against future CSR liabilities. This underscores
the Company's genuine commitment to inclusive,
sustainable development rather than mere compliance.

Pursuant to Section 135 of the Companies Act, 2013 read
with Schedule VII thereof and Rules made thereunder,
your Company's social responsibility policy is offering
number of community welfare services in the field
of Health, Education, Livelihood, Environment and
Biodiversity, Rural infrastructure development and
emergency response etc., for the local inhabitants of plant
operational areas to improve the quality and standard of
living. Your Company undertook various activities during
the FY 2024-25 under review in line with its CSR Policy.

The composition of CSR Committee of your Company,
attendance at the said Meeting, terms of reference of the
CSR Committee and other relevant details have been
provided in the Corporate Governance Report forming
part of the Annual Report. The CSR Committee has
confirmed that the implementation and monitoring
of CSR Policy is in conformity with CSR objectives and
policy of the Company and in compliance with Section
135 of the Companies Act, 2013.

Your Company's Policy on Corporate Social Responsibility
can be accessed on the Company's website at httpsV/www.
starcement.co.in/pdf/investor-information/CSRPolicy.pdf

Annual Report on CSR as required to be annexed in terms
of requirement of Section 135 of Companies Act, 2013
and rules framed thereunder is annexed herewith and
marked Annexure-3.

EVALUATION OF THE BOARD'S PERFORMANCE

In accordance with the requirements of the Companies
Act 2013, the performance evaluation of the Board was
carried out during the year under review. The Board
follows a formal mechanism for the evaluation of the
performance of the Board as well as Committee. The
evaluation reflected the overall engagement of the Board
and the Committee.

A structured questionnaire was prepared after taking
into consideration inputs received from the Directors,
covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance
of specific duties, obligations and governance etc.

The Nomination and Remuneration Committee at its
meeting established the criteria based on which the
Board evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the
performance of individual Directors including the
Chairman of the Board, on parameters such as level
of engagement and contribution, independence of

judgment, safeguarding the interest of the Company
and its minority shareholders, etc. The performance
evaluation of the Non-Independent Directors and Board
as a whole was also carried out by the Independent
Directors.

The Directors had expressed their satisfaction over the
evaluation process and results thereof.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Rajendra Chamaria,
Vice Chairman & Managing Director of the Company
have resigned from the post w.e.f. close of business hours
of 27^th January, 2025. The board record their appreciation
for the valuable services, guidance and contributions
given by him during his association with the Company
as the member of the Board.

The tenure of Mr. Amit Kiran Deb and Mr. Deepak Singhal
Independent Directors of the Company were due to expire
on 31^st March, 2025 and 28^th June, 2025 respectively. On
the recommendation of Nominaton & Remuneration
Committee, the Board at its meeting held on 09^th August,
2024, re-appointed Mr. Amit Kiran Deb and Mr. Deepak
Singhal as the Independent Directors of your Company
for further period of three years with effect from 1^st April,
2025 and 29^th June, 2025 till 31^st March, 2028 and 28^th June,
2028 respectively. The Company in its Annual General
Meeting held on 26^th September, 2024 has taken approval
of the shareholders for the above re-appointments.

In accordance with the provisions of Companies Act,
2013 and in terms of the Memorandum and Articles of
Association of the Company, Mr. Sanjay Agarwal (DIN:
00246132) and Mr. Pankaj Kejriwal (DIN: 00383635) will
retire by rotation and being eligible, offer themselves for
re-appointment. In view of their considerable experience,
your Directors recommend the re-appointment of
Mr. Sanjay Agarwal and Mr. Pankaj Kejriwal as Directors
of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and they
have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and the Listing
Regulations. Mr. Nirmalya Bhattacharyya, Mrs. Ibaridor
Katherine War, Mrs. Plistina Dkhar, Mr. Amit Kiran Deb,
Mr. Deepak Singhal, Mr. Vivek Chawla, Mr. Jagdish
Chandra Toshniwal and Mr. Ramit Budhraja are
Independent Directors on the Board of your Company.
In the opinion of the Board and as confirmed by these
Directors, they fulfill the conditions specified in section
149 of the Act and the Rules made thereunder and the
Listing Regulations about their status as Independent
Director of the Company.

Your Board of Directors formed an opinion that the
Independent Directors of the Company are maintaining

highest standard of integrity and possessing expertise,
requisite qualifications and relevant experience in the
fields of Administration, General management, Accounts
& Finance, Audit , Internal Audit, Taxation, Risk, Board
procedures, Governance etc., for performing their role
as Independent Directors of the Company. Regarding
proficiency, all Independent Directors have registered
themselves in the Data Bank maintained with the Indian
Institute of Corporate Affairs (IICA), Manesar. In terms of
Section 150 of the Companies Act, 2013 read with Rule
6(4) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all the Independent Directors
of the Company have confirmed that they have a valid
registration with the Independent Directors' databank
maintained by the Indian Institute of Corporate Affairs
(IICA) and have also completed the online proficiency
test conducted by the IICA, if not exempted.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In order to enable the Independent Directors to
perform their duties optimally, the Board has devised a
familiarization programme for the Independent Directors
to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry
in which the Company operates, business model of the
Company, etc. They are periodically updated about the
development which takes place in the Company. Periodic
presentations are made at the Board and Committee
Meetings, updates of the Company, business strategy and
risks involved. Site visits are arranged, whenever required.
At the time of appointment of an Independent Director,
the Company issues a formal letter of appointment
setting out in detail, the terms of appointment, duties,
responsibilities and commitments etc. The familiarization
program is available on the Company's website under the
web link: https://www.starcement.co.in/pdf/investor-
information/FamilarizationProgrammePolicy.pdf

BOARD DIVERSITY

Your Company believes that a diverse Board is essential
for success of an organization. A diverse Board influences
eradicating differences in knowledge, skills, gender, age,
geographical differences, cultural background etc., this
ultimately effects competitive advantages. The Board
has adopted the Board Diversity Policy which sets out
the approach to the diversity of the Board. The said
Policy is available on your Company's website at https://
www.starcement.co.in/pdf/investor-information/
BoardDiversityPolicy.pdf

SUBSIDIARIES AND ASSOCIATE COMPANY

M/s. Star Cement Meghalaya Limited, M/s. Star Century
Global Cement Private Limited, M/s. Star Smart Building
Solutions Limited [formerly, Star Cement (I) Limited], and
M/s. Star Cement North East Limited continue to remain
subsidiaries of the Company.

Further, during the year under review M/s. Ri Pnar Cement
Private Limited and M/s. Kopili Cement (I) Private Limited
have been incorporated as the wholly owned subsidiary
companies.

M/s. Star Cement Meghalaya Limited, a material
subsidiary, is engaged in manufacturing of Cement
Clinker and has a Clinkerization plant with an installed
capacity of 1.8 MTPA. During the year under review,
the Company manufactured of 16,35,763 MT clinker as
against 20,44,837 MT in FY 2023-24.

M/s. Star Cement North East Limited, a subsidiary
Company having 2 MTPA Cement Grinding plant, during
the year under review, the Company manufactured
of 17,97,591 MT of cement as against 88,328 MT in
FY 2023-24.

M/s. Star Century Global Cement Private Limited, a
wholly-owned subsidiary in Myanmar, M/s. Ri Pnar
Cement Private Limited & M/s. Kopili Cement (I) Private
Limited are yet to commence operations.

M/s. Star Smart Building Solutions Limited [formerly, Star
Cement (I) Limited] subsidiary is commissioning a AAC
Block plant and a chemical plant. AAC Block plant which
is in completion stage and commercial production is
expected to start by first quarter of FY 26

CHANGES IN NATURE OF BUSINESS, IF ANY

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

BOARD POLICIES

The Board of Directors of your Company, from time to
time have framed and revised various Polices as per the
applicable Acts, Rules, Regulations and Standards for
better governance and administration of the Company.
The Policies are made available on the website of the
Company at https://www.starcement.co.in/investors-
information/codes-and-policies. The policies are
reviewed periodically by the Board and updated based on
need and requirements.

AUDITED FINANCIAL STATEMENTS OF THE
COMPANY'S SUBSIDIARIES

Pursuant to Section 129(3) of the Act, the statement
containing the salient features of the financial statement
for the year ended 31^st March, 2025 for each of the
Company's subsidiaries viz. M/s. Star Cement Meghalaya
Limited, M/s. Star Century Global Cement Private Limited,
M/s. Star Smart Building Solutions Limited [formerly, Star
Cement (I) Limited], M/s Star Cement North East Limited,
M/s. Ri Pnar Cement Private Limited and M/s. Kopili
Cement (I) Private Limited are annexed in the Form AOC
- 1 and marked as Annexure-4.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
have been prepared in accordance to requirements of the

Companies Act, 2013 and IND AS as prescribed by the
Institute of Chartered Accountants of India and has been
included as a part of this Annual Report.

The detailed financial statements and audit reports of
each of the subsidiaries of the Company are available
for inspection at the Registered Office of the Company
during office hours between 11:00 A.M. and 01:00 P.M. The
Company will arrange to send the financial statements of
the subsidiaries upon written request from a shareholder
to the registered address of the said shareholder.

In accordance with Section 136 of the Act, the audited
financial statements, including consolidated financial
statements and related information of your Company and
audited accounts of each of its subsidiaries, are available
on website of your Company at www.starcement.co.in.

DEPOSITS

During the year under review, the Company has not
accepted any deposits from public or from any of the
Directors of the Company or their relatives falling under
ambit of Section 73 of the Companies Act, 2013.

SIGNIFICANT MATERIAL ORDERS PASSED BY
THE COURTS / TRIBUNAL OR REGULATORS

(i) The Company had filed Compounding Application
before the Regional Controller of Mines, Indian
Bureau of Mines (IBM), Guwahati for compounding
of certain alleged offences for contravention
of Rule 11(1) of MCDR, 2017 in respect of Wah-
Pynkon Limestone Mine. Accordingly, the Regional
Controller of Mines, Indian Bureau of Mines (IBM),
Guwahati vide its order dated 26^th March, 2025
has compounded the alleged offence. The total
compounding fees of H10,00,000 (Rupees Ten Lakhs),
has been paid by the Company.

(ii) The Company had received a demand notice
dated February 19, 2020 from the Director of
Mineral Resources, Meghalaya, for payment of
royalty, MEPRF, VAT/GST for H4,184.06 lakhs in
pursuance to the National Green Tribunal (NGT)
order dated January 17, 2020 for alleged illegal coal
procurement. By passing the said order NGT had
accepted the recommendation of 5^th Interim Report
of the Independent Committee set up by NGT, which
then suggested imposition of penalty on cement
companies and thermal power plants in Meghalaya.

The Company did not purchase any illegal coal and
had complied with all disclosure requirements of
the various Government Departments. The Report
of NGT Committee was based on the assumptions
& views of the Committee and not on hard facts.
Moreover neither the Company has been issued
a show-cause nor was any opportunity of being
heard given to the Company before submitting the
Interim reports by the Independent Committee to
NGT. Further NGT did not serve any notice on the

Company before passing the impugned order which
is a clear violation of principles of natural justice.

In the previous year on an appeal by the Company,
the Apex Court vide it's order dated May 2, 2023
restored the proceeding back to NGT, at the stage, as
it stood prior to the passing of the judgement dated
January 17, 2020. Subsequently the matter has been
transferred to the NGT, Eastern Zone Bench, and the
Company has filed necessary affidavits and the matter
is subjudice. No provision has been considered
necessary at this stage . [Refer Note No 45(a) of Notes
to Accounts].

(ii) As reported in the earlier year, the Company
had received a demand notice dated March 20,
2023 from the Divisional Mining Officer (DMO),
Directorate of Mineral Resources, Meghalaya, Jowai
towards outstanding dues of royalty & Cess on Coal,
Sandstone, Clay and Shale procured/consumed by
the Company in certain specific periods between F.Y.
2009-10 to F.Y. 2022-23 amounting to H2650.31 lakhs
(including H1552.61 lakhs towards Penal Interest)
against which a provision amounting to H439.92 lakhs
had been made in the books of accounts till the last
years on account of abundant precaution. As per the
provisions of the Mines and Minerals (Development
and Regulation) Act, 1957, the liability for payment of
royalty in respect of any mineral removed/ consumed
from the mining lease area arises on the holder of
the mining lease and not on the purchaser of such
mined minerals. Hence, there is no obligation of the
Company to pay royalty/cess in case the minerals are
procured from third party vendors. Further during the
year, the office of DMO has withdrawn and issued no
dues certificates towards its demand for payment of
Royalty & Cess on Clay and Sandstone and waived off
/reduced the penal interest on Sandstone and coal
respectively. Thereby the above demand amounting
to H2650.31 lakhs (including H1552.61 lakhs towards
Penal Interest) has been reduced to amounting to
H549.90 lakhs (including H109.98 lakhs towards Penal
Interest). Based on the same and since the liability
to pay royalty & cess itself is not applicable to the
company, no provision of demand on royalty on coal
of H109.98 lakhs has been provided and shown as
contingent liability.

The office of DMO in its correspondences during the
year, has again raised the demand towards Royalty
& Cess on Shale & Clay amounting to H428.97 lakhs
for the period Feb'2020 to May'2024 without giving
detailed breakup of the same. Even though, the same
office of DMO has already withdrawn and issued no
dues certificates towards its demand for payment
of Royalty & Cess on Clay and Shale for the period
Feb'2020 to Dec'2022 and Feb'2020 to Jan'2024
respectively before raising the above demand.
Since the company had already applied for no due
certificate for the remaining period and expected to

receive in due course, no provision has been made in
the books of accounts in this regard.

Based on the legal opinion received in this regard, the
Company has disputed the demand and believe that
the said demand is not tenable and the matter shall be
disposed of in the favour of the Company. [Refer Note
No 45 (b) of Notes to Accounts].

(iii) The Company had received a demand notice
from the Director General of Goods & Service Tax
Intelligence (DGGI), Shillong towards non-payment
of GST under reverse charge mechanism (RCM)
amounting to H861.23 Lakhs on payment of Royalty,
DMF, NMET & Mineral cess and H239.23 Lakhs
towards ineligible input tax credit (ITC) availed by the
company under RCM during certain specific periods
between July 2017 to December 2018 (along with
penalty amounting to H861.23 & 239.23 Lakhs and
interest thereon).

The Company has made the adequate payment of
GST under RCM amounting to H239.23 Lakhs @ 5%
applicable rate, before the issuance of demand notice,
which has not been taken in cognizance by DGGI and
imposed a demand of H861.23 Lakhs based on a higher
rate of 18% based on CBIC circular no. 164/20/2021-
GST dated 6^th October 2021 with retrospective effect.
By giving a reference of a Tribunal decision on a
similar case in the favour of assessee, the company
has submitted its reply to DGGI and sought for disposal
of the matter in its favour and no communication has
been received from DGGI since then and the matter is
pending. The company considers the above demand
non tenable and deserves to be set aside. Based on
the legal opinion received, the Company believes that
it has a good case in this matter and no provision is
required at this stage. [Refer Note No 45(c) of Notes to
Accounts].

Other than the aforesaid, there have been no
significant and material orders passed by the Courts/
Regulators impacting the going concern status and
future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

No material changes or commitments have occurred
between the end of the financial year and the date of
this Report which affect the financial statements of the
Company in respect of the reporting year.

CREDIT RATINGS

Your Company enjoys a sound reputation for its prudent
financial management and its ability to meet financial
obligations. CRISIL has re-affirmed the short term & long
term fund based limits rating as CRISIL A1 (pronounced
as CRISIL A One Plus) and 'CRISIL AA/Stable' (pronounced
CRISIL double A). The outlook for long term fund based
limits are stable.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the
Audit Committee of the Board.

The Board of Directors of the Company on the
recommendation of the Audit Committee, appointed
an in-house team of employees headed by Mr. Anik
Chakrabarty, Chartered Accountant as the Internal
Auditors of the Company to conduct Internal Audit for the
FY 2024-25. The Internal Auditors monitors and evaluates
the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function,
process owners undertake corrective action in their

respective areas and thereby strengthen the controls.
Significant audit observations and recommendations, if
any, along with corrective actions thereon are presented
to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL
REPORTING

The Company has in place adequate internal financial
controls commensurate with the size, scale and
complexity of its operations. During the year, such
controls were tested and no reportable material weakness
in the design or operations were observed. The Company
has policies and procedures in place for ensuring proper
and efficient conduct of its business, the safeguarding
of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable
financial information.

DETAILS OF SIGNIFICANT CHANGES (I.E., CHANGES OF 25% OR MORE) IN KEY FINANCIAL RATIO
AND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS

MANAGERIAL REMUNERATION AND
PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of
Directors and employees as required under Section 197 of
Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 along with a statement containing
particulars of employees as required under Section 197
of Companies Act, 2013 read with Rule 5 (2) and (3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith
and marked as Annexure- 5 and forms part of this report.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending
against the company under the Insolvency and
Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE IN VALUATION

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

POLICY ON PREVENTION OF SEXUAL
HARASSMENT

The Company values the integrity and dignity of its
employees. The Company has put in place a 'Policy
on Prevention of Sexual Harassment' as per the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("Sexual Harassment
Act") and has constituted the Committee with internal
and external members. We affirm that adequate access
has been provided to any complainants who wish to
register a complaint under the policy. No complaint was
received during the year.

The policy on Prohibition, Prevention & Redressal of
Sexual Harassment is available on the website of the
Company at https://www.starcement.co.in/investors-
information/codes-and-policies

CORPORATE GOVERNANCE

The Company has complied with the corporate
governance requirements as stipulated under the Listing
Obligations and Disclosures Requirements Regulations,
2015 formulated by Securities and Exchange Board of
India (SEBI). A separate section on corporate governance,
along with a certificate from the auditors confirming the
compliance, is annexed and forms part of the Annual
Report. This certificate will be forwarded to the Stock
Exchanges along with the Annual Report of the Company.

DY. MANAGING DIRECTOR (DMD) /CHIEF
FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing
Obligations and Disclosures Requirements Regulations,
2015 formulated by Securities and Exchange Board
of India (SEBI), the DMD/CFO certification has been
submitted to the Board and a copy thereof is contained in
this Annual Report.

RISK MANAGEMENT

Risk management refers to the practice of identifying
potential risks in advance, analyzing them and taking
precautionary steps to reduce the risk. The Company
has evolved a risk management framework to identify,
assess and mitigate the key risk factors of the business.
The Board of the Company is kept informed about the
risk management of the Company.

The Risk Management policy is available on the website
of the Company at https://www.starcement.co.in/pdf/
investor-information/RiskManagementPolicy.pdf

HUMAN RESOURCE DEVELOPMENT &
INDUSTRIAL RELATIONS

At Star Cement Limited, our people remain the
cornerstone of our success. In FY 2024-25, the Human
Resources function undertook several strategic and
employee-centric initiatives to enhance capability,

engagement and workplace culture across the
organization.

In line with our focus on digital transformation, we
introduced HR Digi Buddy—an AI-powered employee
engagement platform. This tool enables real-time
feedback and insights into employee sentiments,
empowering HR and business leaders to take timely and
data-driven actions to improve engagement.

A critical priority for the year was to build a strong internal
and external talent pool aligned with future business
needs. We onboarded Executive Trainees through a
structured manpower planning, hiring and onboarding
process bringing in fresh talent with the potential to
evolve into future leaders. To enhance the quality of
hiring decisions, we implemented Competency-Based
Hiring Interviews.

Celebrating milestones and loyalty, we felicitated 52
employees with Long Service Awards acknowledging
their dedication, loyalty, and sustained contribution to the
organization during the Independence Day celebration
reinforcing our value of appreciation and recognition.

We have taken significant strides to embed a culture of
continuous learning across all levels of the organization.
A structured Integrated Learning Platform was
institutionalized to capture the developmental needs of
employees. This platform offered targeted skill-specific
learning interventions.

Our consistent efforts towards fostering an inclusive,
engaging and progressive work environment have
been widely recognized. Star Cement Limited has been
recognized as a 'Most Preferred Workplace for FY 2024¬
25' by India Today in association with Business Standard
— a prestigious honor that reflects our unwavering
commitment to a people-first philosophy and an
inclusive, high-performing work culture. We were also
recognized as one of the 'Top 50 Happy Companies to
Work For' by the World HRD Congress, reaffirming our
commitment to employee well-being, engagement and
organizational culture.

Industrial Relations have been effective with several
interventions & good practices. During the year gone
by, there has not been any material changes in human
resources and industrial relations as proactively employee
welfare related aspects across plant locations were
addressed and taken care of.

AWARDS AND ACCOLADES

Star Cement not only believes in selling high quality
cement but also believes in high ethics and values. The
company is recognized as the most employee friendly
company across the industry and has been awarded as
the one of the Top 50 Preferred Workplace for FY 2024-25
at 33 World HRD Congress held in Mumbai. Additionally,
during the years Star Cement has garnered several

other awards which includes Red Carpet Experiential
Marketing Awards for Best Use of Technology for Dhalai
Master Cement Launch; Best Online Entertainment for
Star Cement Theme Song; Best Product Launch for Star
Weather Shield Cement Launch Campaign; Best Use of AI
in Experiences for Star Weather Shield Cement Launch.
In 2024 Star Cement Ltd was also honoured to win three
prestigious awards at the 11^th Edition of Exchange 4Media
Indian Marketing Awards 2024! The Awards are:

Gold - Brand Identity/Packaging (Star Weather Shield
Cement)

Silver - Category Creation (Star Weather Shield Cement -
Super Premium Cement)

Silver - Best Use of Segmentation (Star Weather Shield
Cement)

Additionally, The brand has also won awards such as Best
Dealer Meet - ADC Star Cement "Sitaron Ka Milan 2024",
Mumbai; Indian Marketing Awards 2024; Most Effective
Campaign for Return on Investment on Branding at the
3^rd Influencer Awards 2024; Best CSR Performance 2024
award at the 2^nd North East CSR Forum 2024; India's Most
Admired & Valuable Company in Corporate Governance
2024 & the Inspiring Business Leadership Award at the
13^th Annual ILC Power Brand Awards 2024; Brand of the
Decade Awards 2024 in the cement category; "India's
Rising Star Award & Social Impact Award; Assam Rising
Award for Corporate Social Responsibility 2023-24.

GREEN INITIATIVES IN CORPORATE
GOVERNANCE

Ministry of Corporate Affairs has permitted Companies
to send copies of Annual report, Notices, etc., electronically
to the email IDs of shareholders. Your Company has
arranged to send the soft copies of these documents to
the registered email IDs of the shareholders, wherever
applicable. In case, any shareholder would like to receive
physical copies of these documents, the same shall be
forwarded upon receipt of written request in this respect.

The Ministry of Corporate Affairs has taken 'Green
Initiative in the Corporate Governance' by allowing
paperless compliances by the Companies and has
issued circulars stating that service of notice/documents
including Annual Report can be sent by e-mail to
its members for the financial year 31^st March, 2025.

A newspaper advertisement in this regard is being
published.

Your Company prefers e-demand module for
transportation of material through Indian Railways
which helps for carbon saving. It is the amount of saving
of carbon emission in Tonnes of CO2 on account of
transportation of goods by railways instead of road.

CAUTIONARY STATEMENT

Statements in this report describing the Company's
objectives, expectations or predictions, may be forward
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement. Important factors that
could influence the Company's operations include: global
and domestic demand and supply conditions affecting
selling prices, new capacity additions, availability of
critical materials and their cost, changes in Government
policies and tax laws, economic development of the
country, our business, the businesses of our customers,
vendors and partners and other factors which are material
to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their
deep sense of gratitude to Banks, Central and State
Governments and their departments and the local
authorities, customers, vendors, business partners/
associates for their continued guidance and support.

Your Directors would also like to place on record their
sincere appreciation for the commitment, dedication
and hard work put in by every member of the Company
and dedicates the credit for the Company's achievements
to them. Last but not least, your Directors express
their gratitude to the shareholders of the Company for
reposing their confidence and faith in the Management
of the Company and look forward for their support in
future.

For and on behalf of the Board of Directors

Sajjan Bhajanka

Place: Kolkata Chairman & Managing Director

Date: 21^st May, 2025 (DIN: 00246043)