Dalmia Bharat Ltd

Dear Members,

Your Directors have pleasure in presenting their 10th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2022-23.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

FINANCIAL HIGHLIGHTS

(Rs. Crore)

OVERVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE

On a standalone basis, your company recorded net revenue of Rs. 132 crore for the FY 2022-23 registering a marginal decline of 2.55% as compared to the net revenue of Rs.135 crore in the FY 2021-22; Earnings before Finance Costs, Depreciation and Taxes stood at Rs. 214 crore in FY 2022-23 as compared to Rs.235 crore in FY 2021-22 and earned profit before tax of Rs.205 crore during the FY 2022-23 as compared to Rs.195 crore profit earned in the FY 2021-22.

The consolidated performance of the Company, its subsidiaries, associate and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

Your company achieved a significant milestone in the financial year 2022-23. On a consolidated basis, the net revenue reached Rs.13,540 crore, marking a notable growth of 20% compared to the previous financial year's net revenue of Rs.11,286 crore. However, there was a slight decline in the earnings before finance costs, depreciation, and taxes, which stood at Rs.2,454 crore in FY 2022-23, representing a decrease of 5.11% compared to Rs.2,586 crore in FY 2021-22.

Despite this decline, the company performed well in terms of profit. The profit before tax in FY 2022-23 amounted to Rs.1,325 crore, registering a growth of 15.02% when compared to Rs.1,152 crore earned in the financial year 2021-22. Moreover, the profit after tax for FY 2022-23 reached Rs.1,079 crore, showing an impressive growth rate of 27.69% compared to Rs.845 crore earned in FY 2021-22.

(i) Composite Scheme of Murli Industries Limited

The Composite Scheme of Arrangement and Amalgamation, approved and sanctioned by the Honorable National Company Law Tribunal, Chennai Bench, through its Order(s) dated June 10, 2022, involved the following steps:

(a) Demerger: The Paper and Solvent Extraction Undertakings of Murli Industries Limited were demerged into two wholly owned subsidiaries of Dalmia Cement (Bharat) Limited (Rs.DCBLRs.), namely Ascension Mercantile Private Limited and Ascension Multiventures Private Limited.

(b) Amalgamation: Subsequently, Murli Industries Limited having remaining business was amalgamated with DCBL.

The implementation of this Composite Scheme took effect from July 1, 2022, with the appointed date being March 31, 2020 (at close of business hours). As a result of the Scheme's implementation, Murli Industries Limited merged with DCBL.

(ii) Amalgamation of Dalmia DSP Limited

The National Company Law Tribunal (NCLT), Kolkata and NCLT, Chennai, have granted their approval for the Scheme of Amalgamation between Dalmia DSP Limited and DCBL. NCLT, Kolkata approved it on February 15, 2022, while the NCLT, Chennai approved it on June 10, 2022.

Effective from July 1, 2022, with the appointed date being March 31, 2020 (at close of business hours), the Scheme of Amalgamation was implemented. As a result, Dalmia DSP Limited merged with DCBL.

(iii) Dalmia Bharat Green Vision Limited:

Dalmia Bharat Green Vision Limited, a wholly owned subsidiary of DCBL, was incorporated to set up three green field cement projects in Tuticorin, South Chennai and North Bihar to add 5.5 MnTPA cement capacity. The North Bihar project with capacity of 2.5 MnTPA is deferred for the time-being. Except the North Bihar project, the capacity in other two plants are expected to be added in FY 2024.

(iv) Capacity Enhancement(s) / Acquisitions / Divestment

During the year under review, DCBL, wholly owned subsidiary of the Company, entered into a Definitive Agreements for the acquisition of Clinker, Cement and Power Plants from Jaiprakash Associates Limited and its associate having total cement capacity of 9.4 MnT (along with Clinker capacity of 6.7MnT and Thermal Power plants of 280MW) at an Enterprise Value of Rs.5,836 Crore. These assets are situated in the states of Madhya Pradesh, Uttar Pradesh & Chhattisgarh.

During the year, DCBL has also enhanced its Cement capacity to 38.6 MnT; Clinker Capacity to 21.7 MnT; Solar Power capacity to 100 MW and West Heat Recovery System Power to 66 MW. In addition to that, 2nd Cement line at Jharkhand Bokaro Cement Manufacturing Works with 2.5 MnT capacity has been set up and trial production and sales invoicing begun.

In a bid to exit from the non-core business, on April 25, 2023, DCBL has sold its entire investment of 1,87,23,743 equity Shares of Rs.10 each (42.36% of share capital) of Dalmia Bharat Refractories Limited, an associate company, at a consideration of Rs.800 crore to M/s Sarvapriya Healthcare Solutions Private Limited (Sarvapriya), a promoter group company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Rs.Listing RegulationsRs.) is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business, risks and concerns and material developments during the financial year under review.

DIVIDEND

The Board of Directors at their meeting held on April 25, 2023, has recommended payment of Rs.5/- (@250%) per equity share of the face value of Rs.2/- each as final dividend for the financial year ended March 31, 2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the AGM.

During the year under review, the Board of Directors of the Company at their meeting held on November 2, 2022, also declared an Interim dividend of Rs.4/- (@200%) per equity share of the face value of

Rs.2/- each. The interim dividend was paid to the shareholders on November 21, 2022.

The total dividend for the financial year 2022-23, including the proposed final dividend, amounts to Rs.9/- (@450%) per equity share of the face value of Rs.2 each consistent with the dividend of Rs.9/- (@450%) per equity share of the face value of Rs.2 each paid for the previous financial year 2021-22.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at:

assets/pdf/dbl-industries/Dividend-Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

Your Directors have not proposed to transfer any amount to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and form an integral part of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2023, the Company had 30 Direct and Indirect subsidiaries and 7 Direct and Indirect Associate Companies and 2 Joint Ventures.

A report containing the salient features of the financial statements of the Company's subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2023 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

During the year under review, Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited (Formerly known as Calcom Cement India Limited) are the material unlisted subsidiaries of the Company in terms of the Listing Regulations as amended from time to time and the Company's Policy for determining material subsidiary.

The said policy may be accessed at the Company's website at https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/ pdf/dbl-industries/Policy-on-Material-Subsidiaries.pdf

The changes in the subsidiaries during the financial year 2022-23 are as under:

* Pursuant to implementation of the scheme(s) from July 01, 2022.

The Financial Statements of the Company/its subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Company's website www.dalmiabharat.com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member desirous of obtaining a copy of the same may write to the Company Secretary.

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met Six (6) times, i.e., on May 9, 2022, June 16, 2022, August 4, 2022, November 2, 2022, December 12, 2022 and February 4, 2023. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

I. Retirement by rotation and subsequent reappointment:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sh. Yadu Hari Dalmia, Non-Executive Director of the Company, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting ('AGM') and being eligible offers himself for reappointment. Appropriate resolution for his reappointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Sh. Yadu Hari Dalmia and other related information as stipulated under Regulation 36 (3) of the Listing Regulations, is appended in the Notice of AGM.

II. Appointment/Resignation/Cessation:

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the following were the Key Managerial Personnel of the Company as on March 31, 2023

1. Mr. Gautam Dalmia, Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive Officer

3. Mr. Dharmender Tuteja, Chief Financial Officer

4. Mr. Rajeev Kumar, Company Secretary

III. Declaration of Independence from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the Listing Regulations and they have registered their names in the Independent Director's Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees of the Board namely (a) Audit Committee (b) StakeholdersRs. Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee

The details with respect to the compositions, number of meetings held during the financial year 2022-23 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

Apart from above, the Board constitutes several operational committees from time to time.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective -

(a) To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

(b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

(c) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

(d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) Align the growth of the Company and development of employees and accelerate the performance;

(iv) to adopt best practices to attract and retain talent by the Company; and

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https://www.dalmiacement.com/wp-content/uploads/2023/06/2.- DBL-Nomination-and-Remuneration-Policy.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2022-23.

The Board's functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation

was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

DIRECTORSRs. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) In preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

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

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

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

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2022-23.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time are provided

in the prescribed format and is attached and marked as Annexure - 2 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission, except sitting fees for attending meetings and Mr. Yadu Hari Dalmia as Advisor, from the Subsidiary Company of your Company.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 2022-23 forms an integral part of this Annual Report. The requisite certificate from Mr. R Venkatasubramanian, Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is also attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has allotted 1,11,688 equity shares of Rs.2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post such allotment of shares, the Issued, Subscribed and Paid up equity share capital of the Company is Rs.37.49 crore constituting of 18,74,80,361 equity shares of Rs.2/- each.

EMPLOYEESRs. STOCK OPTION SCHEME

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the "DBL ESOP Scheme 2018" of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company's website at

ESOP-Disclosure-as-on-March-31-2023.pdf

A certificate from the Secretarial Auditor of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder's resolution will be made available electronically for inspection by the members during the AGM.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2023 is available on the Company's website at https://www.dalmiacement.com/wp-content/uploads/2023/06/ DBL-Annual-Return-2022-2023.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Group has been following the concept of giving back and sharing with the under privileged sections of the society for more than eight decades. The CSR of the Group is based on the principal of Gandhian Trusteeship. For over eight decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our CSR policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Board of Directors of your Company has formulated and adopted a policy on CSR. The said policy was revised during the year keeping in view the changes in related provisions. The said policy can be accessed at: https://www.dalmiacement.com/wp-content/ uploads/2022/09/Corporate-Social-Responsibility-Policy.pdf

During the year under review, the Company has spent an aggregate amount of Rs.2.58 Crore towards CSR activities as against the spending requirement of Rs.96.83 lakhs, being 2% of average net profit. As a result, the excess amount spent would be carried forward for set off in next financial year(s).

The annual report on CSR activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent Rs.17.50 crore in FY 2022-23 towards CSR.

Please refer to CSR Report and Social and Relationship Capital section in the IR for further details.

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be

considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholdersRs. approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said policy is available on Company's website at https://www.dalmiacement.com/wp-content/uploads/2022/09/ Policy-on-Related-Party-Transactions.pdf

RISK MANAGEMENT

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company has Risk Management Committee which monitors and reviews the risk management plan / process. The Company has also appointed a Chief Risk Officer and has adequate risk management procedures in place. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organisation could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions such as Human Resource, Logistics, material movement, legal Compliances, SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically

the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations as amended from time to time, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimisation to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's website at https://www.dalmiacement.com/wp-content/ themes/DalmiaCement/assets/pdf/dbl-industries/Whistleblower- Policy-and-Vigil-Mechanism.pdf

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

Your Company is committed to ensure that all are treated with dignity and respect. Company has zero tolerance towards any action of any executive which may fall under the ambit of 'sexual HarassmentRs. at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Human Resource and the Legal department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2022-23, no complaint was received by ICC.

LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Your Company has given loans and guarantees, provided security and made investments in other Companies with the requisite approval and in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no 35.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Foreign Exchange earnings and outgo

Rs. In crore

A. Statutory Auditors and their report

M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co. LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the AuditorsRs. Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) Profit before tax from continuing operations for the financial year ended March 31, 2023 was lower by Rs.203 Crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (b) accounting of the composite scheme of arrangement and amalgamation from the appointed date i.e. closing business hours of March 31, 2020 as approved by the HonRs.ble National Company Law Tribunal, though the scheme has become effective on July 1, 2022 and restatement of comparative for the previous year by the management of DCBL.

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(iii), and note no 59(b) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2023, which are self-explanatory and

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2022-23.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 2022-23 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited (Formerly known as Calcom Cement India Limited) material subsidiaries, has also been carried out. Copy of Secretarial Audit Report(s) of said material subsidiaries is available at Company's website at www.dalmiabharat.com.

C. Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposits under Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2023 and the date of the report.

NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

NO 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.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

P.K. Khaitan

PART - A: SUBSIDIARIES

(Rs. in crore)

(Rs. in crore)

Names of subsidiaries which are yet to commence operation: Nil

Names of subsidiaries which were liquidated or sold during the year - Refer sub note (a) & (b) below

PART - B: ASSOCIATE AND JOINT VENTURES

Statement pursuant to section 129 (3) of the Companies Act, 2013 related to associate companies and joint ventures

(Rs. in crore)

(Rs. in crore)

* Refer note 5 (i) of the consolidated financial statement;

# Refer note 5 (ii) of the consolidated financial statement

Notes:

(a) (a) The Scheme of Amalgamation of Dalmia DSP Limited ('Dalmia DSP')a wholly owned subsidiary of Dalmia Cement (Bharat) Limited ('DCBL'), with DCBL has been approved by the National Company Law Tribunal, Kolkata and Chennai, by order(s) dated February 15, 2022 and June 10, 2022, respectively. Upon filing of the said order(s) by the respective companies with the Registrar of Companies and compliance with the other conditions of the Scheme, same has become effective on July 1, 2022 and has been given effect in the standalone financials of DCBL from the Appointed date, i.e., closing business hours of March 31, 2020. Hence, Dalmia DSP is not included in the Annexure above.

(b) The Composite Scheme of Arrangement and Amalgamation for (a) demerger of Paper and Solvent Extraction Undertakings of Murli Industries Limited ('MIL') to Ascension Mercantile Private Limited and Ascension Multiventures Private Limited, respectively, followed by (b) amalgamation of MIL having remaining business with DCBL has been sanctioned by the National Company Law Tribunal, Mumbai and Chennai, by order(s) dated May 5, 2022 and June 10, 2022, respectively. Upon filing of the said order(s) by the respective companies with the Registrar of Companies and compliance with the other conditions of the Scheme, same has become effective on July 1, 2022 and has been given effect in the standalone financials of DCBL from the Appointed date, i.e., closing business hours of March 31, 2020. Hence, MIL is not included in the Annexure above.

(c) There is significant influence due to percentage (%) of equity share capital.

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23.

Details of the ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23 are as under:

Note:

*till his resignation date of June 22, 2022.

# drew nil remuneration from the Company as he was drawing remuneration from Dalmia Cement (Bharat) Limited. wholly owned subsidiary of the Company.

1. The median remuneration of employees of the Company during the financial year 2022-23 is Rs.24,37,297/- (last year Rs.8,02,038/-)

2. Percentage increase in the median remuneration of employees in the financial year is 203.89% (last year (-) 25.18%).

3. The number of permanent employees on the rolls of the Company at the end of the financial year was 38.

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year 2022-23 is 9.6%. The remuneration to the Managing Directors have been approved by the shareholder. There is no change in the rate of sitting fees or commission to the non-executive Directors.

5. It is hereby affirmed that the remuneration paid to Directors, Key Managerial Personnel and senior management personnel is as per the Nomination & Remuneration Policy of the Company.

ANNEXURE-2A

Statement of Pariculars of Employees pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23

*Mr. Puneet Yadu Dalmia is son of Mr. Y.H. Dalmia accordingly both Directors are related to each other.

# The remuneration includes perquisite value of shares alloted under DBL ESOP scheme.

Notes:

1. None of the employees held 2% or more of the equity shares of the Company by himself or alongwith his spouse and dependent children.

2. Mr. Gautam Dalmia and Mr. Puneet Yadu Dalmia have been appointed as the Managing Director(s) of the Company for a period of five years.

1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY.

The vision of our company, Dalmia Bharat Limited ("Company") is to unleash the potential of everyone we touch. As we seek to do that, we aim at sustainable and inclusive growth, by making definitive triple bottom-line (social, economic and environmental) impact. While we have always had a strong commitment to comply with the law, we seldom hesitate to go beyond the limits laid under law and put in an extra effort to achieve the status of a responsible corporate citizen in tune with the Dalmia Group's values. Aiming at creating shared values for all stakeholders, we seek to integrate corporate social responsibility ("CSR") into our businesses processes.

In compliance with the provisions of section 135 of the Companies Act, 2013 ("Act") including Schedule VII thereof, and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("Rules"), the Company shall undertake its CSR

2. COMPOSITION OF THE CSR COMMITTEE.

activities, projects, programmes (either new or ongoing) in a manner compliant with the Act and the Rules ("Projects").

Our approach towards CSR is based on our Company's core values, which include fostering inclusive growth by sharing some of the wealth we create with the society at large. CSR has always been and shall always be an integral and strategic part of our business process. It is a vital constituent of our Company's commitment to sustainability. True to the spirit of our vision, we strive to utilise the potential of human and natural capital around us in a manner that facilitates social, economic and environmental progress. The main objective of this Policy is to lay down guidelines for the Company to make CSR a key business process for sustainable development of the society. The Company aims to be a good corporate citizen by subscribing to the principles of integrating its economic, environmental and social objectives, and effectively utilising its own resources towards improving the quality of life and building capacities of the local communities and society at large.

As per the Companies Act, 2013, the Company has constituted CSR Committee consisting of following directors:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

https://www.dalmiacement.com/investor/dalmia-bharat-limited/

4. Provide the executive summary along with the web-link(s) of Impact Assessment of CSR Project carried out in pursuance of sub- rule(3) of rule 8, if applicable.

N.A.

(e) CSR amount spent or unspent for the Financial Year:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: NIL

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Yes No. V

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries).

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135.

SECRETARIAL AUDIT REPORT For the Financial Year Ended 31.03.2023

(Pursuant to Section 204(1) of the Companies Act 2013, and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To

The Members,

Dalmia Bharat Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dalmia Bharat Limited (herein after called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided to me digitally by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31.03.2023 complied with the statutory provisions listed here under and also that the Company has proper Board - processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the digital copies of books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31.03.2023 made available to me by email/online mode according to the provisions of:

(i) The Companies Act, 2013 (The Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('sCRARs.) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and the External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('sEBI ActRs.):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not

Applicable as the Company has not issued and listed any debt securities during the financial year under review)

e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not Applicable as the Company is not registered as Registrar to an issue and Share Transfer Agent during the financial year under review)

f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;(Not Applicable as there was no reportable event during the period under review) and

g) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018;(Not Applicable as there was no reportable event during the period under review)

h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015;

i) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,2021;

j) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations,2021; (Not Applicable as there was no reportable event during the period under review)

(vi) And other applicable laws like Factories Act, 1948, Employees State Insurance Act, 1948, Minimum Wages Act, 1948,The Payment of Gratuity Act, 1972, Workmen Compensation Act, 1923 etc

We have also examined compliance with the applicable clauses of the following:

(1) Secretarial Standards with regards to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

(2) Listing Agreement entered into by the Company with Bombay Stock Exchange and National Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards etc. mentioned above;

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

I further report and certify, based on the certificate(s) provided by individual Directors, that none of the Directors on the Board of the Company have been barred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.

Adequate Notice is given to all Directors to schedule the Board meetings and Committee meetings, Agenda and detailed notes on Agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. There have been two board meetings and one stakeholder relationship committee meeting called at a shorter notice for which the mandatory provisions as per the Act and Secretarial Standards as applicable as on date were adhered to. There have been two resolutions by circulation passed by the Board for which also the mandatory provisions as per The Act and Secretarial Standards were adhered to. All decisions were passed with requisite majority.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliances with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has managed to continue normal business activities and conduct regular Committee meetings, Board meetings and Annual General meeting through video conferencing thereby complying with all statutory and procedural requirements, filing of ROC forms and maintenance of all relevant and required documents to the extent possible under the circumstances.

I report that the following are the significant events that happened during FY 2022 - 2023.

1. Resignation of Dr. Sanjeev Gemawat, Group General Counsel and Company Secretary.

2. Appointment of Shri. Rajeev Kumar as Company Secretary.

3. Issue and allotment of 1,11,688 equity shares of Rs.2 each on exercise of stock options by the employees under Stock Option Plan of the Company.

This report is to be read with my letter of even date which is annexed as Annexure-A and forms an integral part of this report.

To

The Members

Dalmia Cement (Bharat) Limited

My report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable basis for my opinion.

ANNEXURE- A

3. I have not verified the correctness and appropriateness of financial records and book of accounts of the Company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company.