Performance Highlights

The key aspects of your Company's operational performance
during the FY25 are as follows:

Ý Consolidated income, comprising Revenue from Operations
and other income, for the FY 2024-25 was I 22,834.74 crore
as against I 20,451.77 crore in FY 2023-24.

Ý Consolidated Profit before Tax for the FY 2024-25 was
I 3,126.78 crore vis-a-vis I 2,757.36 crore in FY 2023-24.

Ý Consolidated Profit after Tax for the FY 2024-25 was
I 2,402.27 crore compared to I 2,335.08 crore in FY 2023-24.

Ý Cement production is 29.52 Million tonnes in
FY 2024-25 as against 29.27 Million tonnes in 2023-24.

Ý Cement Sales volume is 38.99 Million tonnes in
FY 2024-25 as against 35.26 Million tonnes in 2023-2024.

Ý The Consolidated Net Sales in Cement including RMX is
I 20,672.15 crore in FY 2024-25 as against I 19,573.58
crore in FY 2023-24.

The detailed operational performance of your Company
has been comprehensively discussed in the Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

Credit Rating

Your Company's financial discipline and prudence is
reflected in the strong credit ratings ascribed by rating
agencies. The details of credit rating are disclosed in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Dividend and Reserves
Dividend

Your Company has a robust track record of rewarding its
shareholders with a generous dividend payout. The Board
of Directors of your Company ("Board”) has recommended a
dividend of I 7.50 [75%] per Equity Share of I 10 each for the
period ended FY25. This represents a pay-out ratio of 5.81 %.

The dividend is subject to approval of shareholders at
the ensuing Annual General Meeting (AGM) and shall be
subject to deduction of tax at source. The dividend, if
approved by the shareholders, would involve a cash outflow
of I 140.84 crore.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy, in
terms of Regulation 43A of the SEBI Listing Regulations is
available on your Company's website and link for the same
is given in Annexure-A of this report.

Unclaimed Dividends

Details of outstanding and unclaimed dividends previously
declared and paid by the Company are given under the
Corporate Governance Report which forms part of this
Integrated Annual Report.

Transfer to Reserves

As permitted under the Act, the Board does not propose
to transfer any amount to General Reserves. The closing
balance of the retained earnings of your Company for
FY25, after all appropriations and adjustments, was
I 14,714.31 crore.

Share Capital

During the year under review, there was no change in the
authorised and paid-up share capital of your Company.
The authorised equity share capital of your Company is
I 225 crore and the authorised preference share capital
of your Company is I 100 crore. The paid-up equity share
capital of your Company is I 188 crore. During the year,
your Company has not issued any shares or convertible
securities. Your Company does not have any scheme
for the issue of shares, including sweat equity to the
Employees or Directors of the Company.

Public Deposits

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY 25 or the previous financial
years. Your Company did not accept any deposit during the
year under review.

Particulars of loans, guarantees or investments

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers) Rules,
2014 are given in the Notes to the Financial Statements.
(Refer Note No. 50).

Subsidiaries, Joint Ventures and Associate
Companies

A list of subsidiaries/associates/joint ventures of your
Company is provided as part of the notes to the consolidated
financial statements.

During the year under review ACC Mineral Resources Limited
(AMRL), wholly owned subsidiary of your Company acquired
100% stake in several Special Purpose Vehicles (SPVs) and
accordingly the said SPVs became the step-down subsidiaries
of your Company, which includes West Peak Realtors Private
Limited, Foresite Realtors Private Limited, Krutant Infra
Private Limited, Anantroop Infra Private Limited, Eqacre
Realtors Private Limited, Kshobh Realtors Private Limited,
Prajag Infra Private Limited, Satyamedha Realtors Private
Limited, Trigrow Infra Private Limited, Vanang Realtors Private
Limited, Victorlane Proj Private Limited, Vihay Realtors Private
Limited, Vrushak Realtors Private Limited, Akkay Infra Private
Limited and Pearlytic Projects Private Limited.

During the year under review, none of the entities ceased
to be subsidiary/joint venture/associate of your Company.

Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your Company has
prepared consolidated financial statements of the
Company and a separate statement containing the salient
features of financial statement of subsidiaries, joint
ventures and associates in Form AOC-1, which forms part
of this Integrated Annual Report.

The annual financial statements and related detailed
information of the subsidiary and joint venture companies
shall be made available to the shareholders of the
subsidiary companies and joint venture companies seeking
such information on all working days during business
hours. The financial statements of the subsidiary and joint
venture companies shall also be kept for inspection by any
shareholders during working hours at your Company's

registered office and that of the respective subsidiary and
joint venture companies concerned. 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 and joint venture companies, are available
on website of the Company (www.acclimited.com).

Material Subsidiaries

Based on Financial Statement as on March 31, 2025,
your Company does not have any material subsidiary
company. Your Company has formulated a policy for
determining material subsidiaries. The policy is available
on your Company's website and link for the same is given
in Annexure - A of this report.

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are
covered in the Management Discussion and Analysis
Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of 31^st March, 2025, your Company's Board has 8
(eight) members comprising of three Non-Executive
Non Independent Directors (including one Nominee
Director), one Executive Director and four Non-Executive
Independent Directors including one Woman Director.
The details of Board and Committee composition,
tenure of directors, and other details are available in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations,
the Board has identified core skills, expertise, and
competencies of the Directors in the context of your
Company's business for effective functioning. The key
skills, expertise and core competencies of your Board of
Directors are detailed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in Designation of
Directors

During the year under review there were no changes in the
Board of your Company.

Appointment / Re-appointment of Directors and Key
Managerial Personnel (KMPs)

1. In accordance with the provisions of Section 152 of
the Act, read with rules made thereunder and Articles
of Association of your Company, Mr. Arun Kumar
Anand ((DIN:08964078 ) is liable to retire by rotation
at the ensuing AGM and being eligible, offers himself
for re-appointment.

The Board recommends the re-appointment of
Mr. Arun Kumar Anand as a Director for your approval.

2. Based on the recommendations of the Nomination
and Remuneration Committee (the "NRC”), the Board
of Directors at their meeting held on March 28, 2025
approved the following:

(a) Appointment of Mr. Vinod Bahety (DIN: 09192400)
(who had been serving as Chief Financial Officer
of your Company since September 16, 2022)
as Wholetime Director & CEO (Key Managerial
Personnel) for a term of three (3) years effective
from April 1, 2025, subject to the approval of
Members. Consequently, he relinquished his
position as Chief Financial Officer of your Company
with effect from close of business hours on
March 31, 2025. Your Company has also received
a Notice under Section 160 of the Act from a
Member in writing proposing his candidature for
appointment as a Wholetime Director & CEO.

(b) Reappointment of Mr. Sandeep Singhi
(DIN: 01211070), Mr. Nitin Shukla (DIN: 00041433) and
Mr. Rajeev Agarwal (DIN: 07984221) as Independent
Directors for a second term of three (3) years with
effect from September 16, 2025. They were appointed
as Independent Directors of your Company pursuant
to Section 149 of the Act, read with the Companies
(Appointment and Qualification of Directors) Rules,
2014 ("the Appointment Rules”) by the Board for initial
term of three years, effective September 16, 2022, to
hold office up to September 15, 2025. The NRC, after
taking into account their performance evaluation
during their first term of 3 (three) years and
considering their knowledge, acumen, expertise,
experience, substantial contribution and time
commitment, has recommended to the Board
about their reappointment for a second term of
3 (three) years. The NRC and the Board are of the
view that they possess the requisite skills and
capabilities, which would be of immense benefits to
the Company, and hence, it is desirable to reappoint
them as independent directors. Further, they fulfil
the conditions as specified in the Act, and Rules
made thereunder and SEBI Listing Regulations
for their reappointment as Independent Directors
of your Company and they are independent of the
Management of your Company.

The Board recommends the reappointment
of Mr. Sandeep Singhi, Mr. Nitin Shukla and
Mr. Rajeev Agarwal as Independent Directors
of the Company, for a second term of 3 (three)
years effective from September 16, 2025 to
September 15, 2028 (both days inclusive).

(c) Mr. Rakesh Tiwary was appointed as a Chief
Financial Officer (Key Managerial Personnel) of
the Company with effect from April 1, 2025.

Declaration from Independent Directors:

Your Company has received declarations from all the
Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI Listing Regulations and there has been no change
in the circumstances which may affect their status as an
Independent Director. The Independent Directors have
also given declaration of compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

Following changes took place in the Key Managerial Personnel:

Ý Mr. Manish Mistry resigned as a Company Secretary
& Compliance Officer of the Company w.e.f. close of
business hours on January 31, 2025.

Ý Mr. Bhavik Parikh has been appointed as a Company
Secretary & Compliance Officer of the Company w.e.f.
February 1, 2025.

Ý Mr. Ajay Kapur resigned as a Wholetime Director & CEO
w.e.f. close of business hours on March 31, 2025.

Ý Mr. Vinod Bahety resigned as a Chief Financial Officer
w.e.f. close of business hours on March 31, 2025.

Following changes in Key Managerial Personnel took place
after completion of Financial Year:

Ý Mr. Vinod Bahety appointed as Wholetime Director &
CEO w.e.f. April 1, 2025.

Ý Mr. Rakesh Tiwary appointed as Chief Financial Officer
w.e.f. April 1, 2025.

As on the date of this report, following are the Key
Managerial Personnel ("KMPs”) of your Company as per
Sections 2(51) and 203 of the Act:

Ý Mr. Vinod Bahety, Wholetime Director & CEO

Ý Mr. Rakesh Tiwary, Chief Financial Officer

Ý Mr. Bhavik Parikh, Company Secretary & Compliance Officer

Committees of Board

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various Statutory
Committees. Additionally, your Board has formed other
governance committees and subcommittees to review
specific business operations and governance matters
including any specific items that the Board may decide to

delegate. As on March 31, 2025, your Board has constituted
the following committees/sub-committees.

Statutory Committees:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders' Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Governance Committees:

Ý Corporate Responsibility Committee

Ý Information Technology & Data Security Committee

Ý Legal, Regulatory & Tax Committee

Ý Reputation Risk Committee

Ý Mergers and Acquisition Committee

Ý Commodity Price Risk Committee

Ý Public Consumer Committee

Details of all the committees such as terms of reference,
composition, and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Number of meetings of the Board

Your Board met 6 (Six) times during the year under
review. The intervening gap between the meetings did
not exceed 120 days, as prescribed under the Act and
SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Independent Directors' Meeting

The Independent Directors met on March 28, 2025
without the attendance of Non-Independent Directors
and members of the management. The Independent
Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along
with the performance of the Chairman of your Company,
taking into account the views of Executive Directors
and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between
the management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.

Board Evaluation

Your Company engaged an independent external agency
"Talentonic HR Solutions Private Limited” ("Talentonic”) to
facilitate the evaluation and effectiveness process of the
Board, its committees and individual Directors for FY25.

A detailed Board effectiveness assessment questionnaire was
developed by Telentonic based on the criteria and framework
adopted by the Board. Virtual meetings were organised with
the Directors and discussions were held on five key themes
i.e. Fiduciary Role of the Board, Board involvement in strategy,
quality of Board discussions, Board leadership and organisation
health and talent and Board Structure & Capability.

The results of the evaluation showed high level of
commitment and engagement of Board, its various
committees and senior leadership. The recommendations
arising from the evaluation process were discussed at the
Independent Directors' meeting held on March 28, 2025
and also at the NRC meeting and Board meeting held on
March 28, 2025. The suggestions were considered by the
Board to optimise the effectiveness and functioning of the
Board and its committees.

Board Familiarisation and Training Programme

Your Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board is
also updated on the operations, key trends and risk universe
applicable to your Company's business. These updates help
the Directors to keep abreast of key changes and their
impact on your Company. An annual strategy retreat is
conducted by your Company where the Board provides its
inputs on the business strategy and long- term sustainable
growth for your Company. Additionally, the Directors
also participate in various programmes/meetings where
subject matter experts apprise the Directors on key global
trends. The details of such programmes are provided in
the Corporate Governance Report, which forms part of this
Integrated Annual Report.

Policy on Directors' appointment and
remuneration

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy”)
which is available on the website of the Company and link
for the same is given in Annexure-A of this report.

The Remuneration Policy for selection of Directors
and determining Directors' independence sets out
the guiding principles for the NRC for identifying the
persons who are qualified to become the Directors.

Your Company's Remuneration Policy is directed towards
rewarding performance based on review of achievements.
The Remuneration Policy is in consonance with existing
industry practice.

We affirm that the remuneration paid to your Directors is
as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognises and embraces the importance
of a diverse board in its success. Your 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 and link for the same is given in
Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management.
The NRC implements this mechanism in concurrence
with your Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the management of your
Company, confirm that:

a. in the preparation of the Annual Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

b. t hey have selected such accounting policies and
applied them consistently and judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company at the end of the financial year and of the
profit of the Company for that period;

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

d. the annual financial statements have been prepared
on a going concern basis;

e. they have laid down internal financial controls
to be followed by your Company and that such
internal financial controls are adequate and
operating effectively;

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

Internal financial control system and their
adequacy

The details with respect to internal financial controls
and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management
Framework, designed to identify, assess and mitigate risks
appropriately. Your Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the
risk management plan for your Company. The RMC is
responsible for reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and
controls. The major risks identified by the businesses are
systematically addressed through mitigation actions on a
continual basis. Further, details on the Risk Management
activities, including the implementation of risk management
policy, key risks identified and their mitigations are covered
in Management Discussion and Analysis Report, which
forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance
Mechanism providing guidance on broad categories of
applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted
an online compliance management system within the
organisation to monitor compliances and provide update
to the senior management on a periodic basis. The Audit
Committee and the Board periodically monitor the status
of compliances with applicable laws.

Board policies

The details of various policies approved and adopted by
the Board as required under the Act and SEBI Listing
Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The CSR policy is available on
the website of your Company and the link for the same is
given in Annexure-A of the report.

The Annual report on CSR Activities is annexed and forms
part of this report as Annexure - B.

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY25 have been
utilised for the purpose and in the manner approved by
the Board of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI Listing
Regulations, is presented in a section forming part of this
Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards
of corporate governance practices. The Corporate
Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report
along with the required certificate from a Practicing
Company Secretary, regarding compliance of the conditions
of corporate governance, as stipulated.

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
your Company ("Code of Conduct”), who have affirmed the
compliance thereto. The Code of Conduct is available on
the website of the Company and the link for the same is
given in Annexure-A of this report.

Business Responsibility & Sustainability
Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for
the FY 25, describing the initiatives taken by your Company
from an environment, social and governance (ESG) perspective,
forms part of this Integrated Annual Report. In addition to
BRSR, the Integrated Annual Report of the Company provides
an insight on various ESG initiatives adopted by the Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance
with Section 92(3) of the Act is made available on the
website of your Company and link for the same is given
in Annexure-A of this report.

Transactions with Related Parties

All transactions with related parties are placed before the
Audit Committee for its approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm's length basis and in
the ordinary course of business and in accordance with
the provisions of the Act and the rules made thereunder,
the SEBI Listing Regulations and your Company's Policy
on Related Party Transactions.

The Audit Committee comprise solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, your Company has not entered into any
contracts, arrangements or transactions that fall under
the scope of Section 188 (1) of the Act. Accordingly, the
prescribed Form AOC-2 is not applicable to your Company
for FY25 and hence, does not form part of this report.

During the year, the material Related Party Transactions
pursuant to the provisions of SEBI Listing Regulations had
been duly approved by the shareholders of the Company
through Postal Ballot on May 18, 2024 and March 30, 2025.

Your Company did not enter any related party transactions
during the year under review, which could be prejudicial to
the interest of minority shareholders.

The Policy on Related Party Transactions is available on
your Company's website and can be accessed using the
link given in Annexure - A of the report.

Pursuant to the provisions of Regulation 23 of the
Regulation 23 of SEBI Listing Regulations, your Company
has filed half yearly reports to the stock exchanges, for the
related party transactions.

Statutory Auditors & Auditors* Report

Pursuant to Section 139 of the Act read with rules made
thereunder, as amended, M/s. S R B C & Co. LLP, Chartered
Accountants (Firm Registration No.: 324982E/E300003)
were appointed as the Statutory Auditors of your Company
for the first term of five years till the conclusion of
91^st Annual General Meeting (AGM) of your Company to be
held in the year 2027. The Statutory Auditors have confirmed
that they are not disqualified to continue as Statutory
Auditors and are eligible to hold office as Statutory Auditors
of your Company. A representative of the Statutory Auditors
of your Company attended the previous AGM of the Company
held on 26^th June 2024.

Statutory Auditors have provided their unmodified opinion
on the Standalone and Consolidated Financial Statements
and their reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers. The Notes to
the financial statements referred in the Auditor's Report are
self-explanatory. The Auditor's Report is enclosed with the
financial statements forming part of this Annual Report.

Secretarial Auditors and Secretarial Auditors
Report

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder, the Board re-appointed
M/s. Mehta & Mehta, Practicing Company Secretary,

to undertake the Secretarial Audit of your Company for
FY 25. The Secretarial Audit Report for the year under
review is provided as Annexure - C of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing
Regulations, and subject to your approval being sought at
the ensuing AGM, M/s Mehta & Mehta, Practicing Company
Secretary (C. P. No. 2486; Peer reviewed certificate no.
3686/2023) has been appointed as a Secretarial Auditors
to undertake the Secretarial Audit of your Company for the
first term of five (5) consecutive years from FY 2025-26 till
2029-30. Secretarial Auditors have confirmed that they are not
disqualified to be appointed as a Secretarial Auditor and are
eligible to hold office as Secretarial Auditor of your Company.

Explanation to Secretarial Auditors' Comments:

In their report, the Secretarial Auditors have commented
about certain delays in the statutory compliances.
The Company submits that the said delays were inadvertent
and not material in nature. The processes have been
strengthen to ensure timely compliances in future.

Secretarial Standards

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Cost Records and Cost Auditors

During the year under review, in accordance with Section
148(1) of the Act, your Company has maintained the
accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject
to audit by M/s. D. C. Dave & Co., Cost Accountants, Mumbai
(Firm Registration No 000611), to conduct the cost audit of
your Company for the financial year ended March 31, 2025.

Your Board at its meeting held on April 24, 2025 has
appointed M/s. P. M. Nanabhoy & Co., Cost Accountants,
Cost Auditors (FRN:000012) as Cost Auditors of
the Company in place of M/s. D. C. Dave & Co., Cost
Accountants, for conducting Cost Audit for the FY 2025-26.
A resolution seeking approval of the Shareholders for
ratifying the remuneration payable to the Cost Auditors for
FY 2025-26 is provided in the Notice of the ensuing Annual
General Meeting.

Particulars of Employees

Your Company had 3,171 employees as on March 31, 2025.

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel (KMP) to the median of employees' remuneration
are provided in Annexure-D of this report.

The statement containing particulars of employees, as required
under Section 197 of the Act, read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. However, in terms of Section 136
of the Act, the Integrated Annual Report is being sent to the
shareholders and others entitled thereto, excluding the said
annexure, which is available for inspection by the shareholders
at the Registered Office of your Company during business
hours on working days of your Company. If any shareholder is
interested in obtaining a copy thereof, such shareholder may
write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment (POSH) Policy and
has constituted Internal Complaints Committees (ICs), at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external members with relevant experience. The ICs,
presided by senior women, conduct the investigations and
make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace.
The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
mandatory training/certification on POSH to sensitise
themselves and strengthen their awareness.

During the year under review your Company received two
(2) complaints under POSH, out of which One (1) complaint
was resolved during the year under review.

All new employees go through a detailed personal
orientation on POSH policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for directors
and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate

reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for
adequate safeguards against victimisation of whistle
blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in
exceptional cases.

No person has been denied access to the Chairman of
the Audit Committee. The said policy is uploaded on the
website of your Company and the link for the same is given
in Annexure -A of this report.

During the year under review, your Company has received
76 complaints under the vigil mechanism, out of which
67 complaints were duly resolved. Further details are
mentioned in Corporate Governance Report / BRSR, which
is part of this Integrated Annual Report.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with rule
8 of the Companies (Accounts) Rules, 2014, as amended is
provided as Annexure-E of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines
to network, application and the data.

During the year under review, your Company did not face any
incidents or breaches or loss of data breach in Cyber Security.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("PIT
Code”) to regulate, monitor and report trading in your
Company's shares by Company's designated persons
and their immediate relatives as per the requirements
under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be
followed by designated persons while trading/dealing
in Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI”). The PIT Code covers
Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and handling
of UPSI, and the process to familiarise with the sensitivity

of UPSI. Further, it also includes code for practices and
procedures for fair disclosure of unpublished price
sensitive information which has been made available on
your Company's website and link for the same is given in
Annexure - A of this report.

The employees undergo mandatory training/certification
on this Code to sensitise themselves and strengthen
their awareness.

General Disclosures

Neither the Chairman nor the Wholetime Director & CEO of
your Company received any remuneration or commission
from any of the subsidiary of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (including sweat
equity shares) to employees of your Company
under any scheme.

3. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and your Company's operation in future.

4. No application was made and no proceeding was pending
under the Insolvency and Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from the
Banks or Financial Institutions.

6. There were no revisions made in the financial
statements and Directors' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance,
support and assistance received from the Government of
India, Governments of various states in India, concerned
Government Departments, Financial Institutions and
Banks. Your Directors thank all the esteemed shareholders,
customers, suppliers and business associates for their faith,
trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure
that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Karan Adani

Place: Ahmedabad Chairman

Date: April 24, 2025 (DIN: 03088095)