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:

(H in Lakhs)

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 202425 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 202526, 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 ultralow-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 202425, 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 subdealers 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 and also on the website of the Ministry of Corporate Affairs at .

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

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

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 .

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:

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:

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:

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:

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

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 selfexplanatory 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:

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 202425, 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 wellbeing 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

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:

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

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 . 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 .

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

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

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 202425' 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