Interim report
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RAMCO 5 November 2025 Scrip Code : 500260Symbol: RAMCQCEM Dear Sirs, i. ii. Registered Office: ‘Ramamandiram’, Rajapalayam - 626 117. Tamil Nadu. National Stock Exchange of India Limited, Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051. As required under Regulation 33(2)(c) of LODR, we also enclose copies of the Limited Review Reports given by the Auditors on the Unaudited Standalone and Consolidated Financial Results for the quarter and six months ended 30.09.2025. The Auditors have expressed an unmodified opinion. BSE Limited, Floor 25, "P.J.Towers", Dalal Street, Mumbai - 400 001. Corporate Office: Auras Corporate Centre, V Floor, 98-A, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004, India. Tel: +91 44 2847 8666 Fax: +91 44 2847 8676 Website: www.ramcocements.in Corporate Identity Number: L26941TN1957PLC003566 S THE RAMCO CEMENTS LIMITED Sub: Outcome of the Board Meeting - Unaudited Standalone and Consolidated Financial Results for the quarter and six months ended 30.09.2025 & Limited Review Reports of the Auditors thereon. Approval of draft scheme of amalgamation of Ramco Windfarms Limited with The Ramco Cements Limited i. As required under Regulation 33(3)(a) and (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [LODR], we enclose the Unaudited Standalone and Consolidated Financial Results for the quarter and six months ended 30.09.2025, as approved by the Board of Directors at their meeting held today (05.11.2025). ii. Based on the recommendation of the Audit Committee at its meeting held today (i.e.) 5th November 2025, the Board of Directors of the Company ("Board") at its meeting held today, inter-alia, considered and approved the draft Scheme of Amalgamation of Ramco Windfarms Limited, a wholly owned subsidiary company ('Transferor Company') with its holding company. The Ramco Cements Limited ('Transferee Company'). The Draft Scheme will be implemented in terms of Sections 230 to 232 of the Companies Act, 2013 and will be submitted to National Company Law W0J Vis— --- - . _ . ----- — .......
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X THE RAMCO CEMENTS LIMITEDRAMCO The Scheme will be implemented upon receipt of approval from NCLT. Kindly take the same on record. Thanking you. pH' Encl: as above Registered Office: ‘Ramamandiram’, Rajapalayam - 626 117. Tamil Nadu. / K.SELVANAYAGAM SECRETARY iii. As required under Annexure 5 of SEBI Circular No: SEBI/HO/CFD/CFD- PoD2/CIR/P/2024/185 dated 31st December 2024, we wish to inform the following: Tribunal (NCLT) for their approval and to stock exchanges for relevant disclosures. Time of commencement of the Board Meeting Time of completion of the Board Meeting 04.30 PM 05.46 PM Yours faithfully. For THE RAMCO CEMENTS LIMITED, The disclosure required under Sub-para 1, Para A of Part A of Schedule III of SEBI LODR, 2015 read with Annexure 18 of SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated llth November 2024 is enclosed. Corporate Office: Auras Corporate Centre, V Floor, 98-A, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004, India. Tel: +91 44 2847 8666 Fax: +91 44 2847 8676 Website: www.ramcocements.in Corporate Identity Number: L26941TN1957PLC003566 \nvi J lx!
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RAMCO SEPTEMBER 2025 ParticularsS.No 1 Total Income 2,241.89 2,076.61 2,049.50 4,318.50 4,146.37 8,539.10 2 Total Expenses 2,141.65 1,960.14 2,014.53 4,101.79 4,063.24 8,413.19 3 216.71Profit before exceptional items and tax (1 * 2) 100.24 116.47 34.97 83.13 125.91 4 Exceptional Items (Refer Note No.6) 339.83 5 Profit before tax (3 * 4) 100.24 116.47 34.97 216.71 83.13 465.74 6 0.95 0.95 24.98 30.46 55.44 25.93 30.46 9.39 56.39 22.05 7 Net Profit after tax (5 - 6) 74.31 86.01 25.58 160.32 61.08 417.39 8 Other Comprehensive Income, net of tax (Refer Note No.9) (1.33) 5.78 (0.70) 4.45 (0.70) (8.62) 9 Total Comprehensive Income after tax for the period (7 * 8) 72.98 91.79 24.88 164.77 60.38 408.77 10 Paid-up Equity Share Capital 23.63 23.63 23.63 23.63 23.63 23.63 Other Equity11 7,587.59 7,121.74 7,470.13 12 3.14 3.64 1.08 6.78 2.58 17.65 2 Expenses (a) (i) Cost of Materials Consumed (ii) Inter unit clinker transfer - Freight & handling (b) Change in Inventories of Finished goods and Work in progress (c) Employee Benefits Expenses (d) Finance Costs (e) Depreciation and amortisation Expenses (f) Transportation & Handling (g) Power and Fuel (h) Other Expenditure Income (a) Revenue from Operations (b) Other Income Basic & Diluted Earnings per share of Re.1/* each (In Rs.p) (Not Annualized) THE RAMCO CEMENTS LIMITED Regd.Office: "Ramamandiram", Rajapalayam - 626 117. Corporate Office: 98-A, Dr.Radhakrishnan Salai, Chennai 600 004. CIN :L26941TN1957PLC003566; Website : www.ramcocements.in 2,234.84 7.05 364.15 88.27 44.74 144.82 111.38 182.34 475.05 467.87 263.03 2,070.13 6.48 360.61 74.16 (75.97) 141.98 104.74 182.91 427.51 503.02 241.18 2,038.21 11.29 325.15 80.19 (4-11) 135.95 119.87 168.55 457.11 503.14 228.68 0.01 0.05 9.33 4,304.97 13.53 724.76 162.43 (31.23) 286.80 216.12 365.25 902.56 970.89 504.21 4,126.58 19.79 655.48 181.10 (71.59) 272.66 232.92 335.26 920.94 1,069.73 466.74 4.38 0.05 17.62 8,495.10 44.00 1,377.95 390.81 (47.04) 527.80 458.76 691.18 1,952.02 2,077.72 983.99 Tax Expenses - Current Tax - Current Tax adjustments of earlier years - Deferred Tax - Deferred Tax adjustments of earlier years Total Tax Expenses 0.28 50.99 (2.92) 48.35 Un-Audited 30-09-2025 Half Year Ended Un-Audited 30-09-2025 Rs. In Crores Year Ended Audited 31-03-2025 Quarter Ended Un-Audited 30-06-2025 Un-Audited 30-09-2024 Un-Audited 30-09-2024 STANDALONE UN-AUDITED STATEMENT OF PROFIT AND LOSS FOR THE QUARTER AND HALF YEAR ENDED 30™ xl 1 * XQ
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Page 2 SEPTEMBER 2025 Particulars ASSETS Non Current Assets (A) 1,134.78 1,015.04 Current Assets (B) ASSETS (A) + (B) EQUITY & LIABILITIES Equity (C) Non Current Liabilities (D) Current Liabilities (E) EQUITY & LIABILITIES (C)+(D)+(E) In Include Current maturities of Long term Borrowings 799.29 | 1,025.61 | ....3 12,163.80 1,067.47 282.71 365.80 45.36 1,128.48 0.61 11,659.27 1,352.72 292.04 386.53 33.77 1,273.05 0.44 CURRENT LIABILITIES Financial Liabilities (a) Borrowings (*) (b) Lease Liabilities (c) Trade Payables - Total outstanding dues of micro enterprises and small enterprises - Total outstanding dues of creditors other than micro enterprises and small enterprises (d) Other Financial Liabilities Other Current Liabilities Provisions Deferred Government Grants CURRENT ASSETS Inventories Financial Assets (a) Trade Receivables (b) Cash and Cash Equivalents (c) Bank balances other than Cash and Cash Equivalents (d) Loans (e) Other Financial Assets Current Tax Assets (Net) Other Current Assets EQUITY Equity Share Capital Other Equity NON-CURRENT LIABILITIES Financial Liabilities (a) Borrowings (b) Lease Liabilities Provisions Deferred Tax Liabilities (Net) Deferred Government Grants NON-CURRENT ASSETS Property, Plant and Equipment Capital Work in Progress Investment Property Intangible Assets Intangible Assets under Development Financial Assets (a) Investments in Subsidiaries and Associates (b) Other Investments (c) Loans (d) Other Financial Assets Other Non Current Assets 103.81 0.01 24.61 71.86 149.24 14,274.67 707.54 85.33 36.56 23.57 160.18 27.04 170.37 2,345.37 16,620.04 3,548.08 21.98 94.97 1,132.10 10.12 4,807.25 103.53 31.62 29.05 66.29 188.47 14,143.29 721.91 170.80 36.58 19.50 106.39 20.16 140.43 2,230.81 16,374.10 23.63 7,470.13 7,493.76 3.48 813.93 2,037.96 153.93 60.75 2.43 4,201.57 16,620.04 23.63 7,587.59 7,611.22 4.63 930.26 1,832.72 211.93 50.25 2.43 4,305.71 16,374.10 3,379.05 22.07 86.24 1,075.92 11.35 4,574.63 30-09-2025 Un-Audited Rs. in Crores 31-03-2025 Audited STANDALONE BALANCE SHEET AS AT 30™
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Page 3 Particulars 83.13216.71 (600.61) (543.87) .... 4 365.25 3.19 0.06 (6.42) 5.83 5.95 335.26 (0.33) 2.11 6.67 1.06 (3-12) Net decrease in Cash and Cash equivalents Opening balance of Cash and Cash equivalents, net of cash credit Closing balance of Cash and Cash equivalents, net of cash credit CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant & Equipment, Intangible Assets and Investment Properties (Including movements in CWIP, Intangible Assets under Development, Capital Advances and payable for capital goods) Proceeds from Sale of Property,Plant & Equipment & Investment Properties Interest received Dividend received Loans (given) / repaid by Subsidiaries & Associates Investment in Equity Shares of Subsidiary Proceeds from Sale of investments measured at FVTOCI Expenditure incurred in connection with disposal of investments Lease Rental Receipts____________________________________________________________ Net Cash used in Investing Activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Proceeds from Short Term Borrowings, net Payment of principal portion of lease liabilities Payment of Dividend including TDS on Dividends Interest paid including interest on lease liabilities Net Cash used in Financing Activities. CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax Adjustments to reconcile profit before tax to net cash flows: Depreciation & Amortization ProfiV(Loss) on sale of Property, Plant & Equipment and Investment Property, net Bad Debts written off Interest Income Dividend Income Grant Income Lease Rental Receipts Finance costs Provisions / Other non-cash adjustments__________________________________ Operating Profit before Working Capital changes Movements in Working capital Inventories Trade receivables and other assets Trade payables and other liabilities________________________________________ Cash generated from Operations Direct Taxes paid______________________________________ ________________ Net Cash generated from Operating Activities (103.98) 170.37 66.39 0.98 (0.28) 36.90 (0.10) 4.62 (546.71) 539.25 (599.30) 63.24 (0-17) (47.31) (158.64) (202.93) (119.74) (58.66) 28.23 653.49 (7-83) 645.66 (1-22) (4.62) 216.12 14.59 803.66 85.33 18.94 66.39 50.00 (0.39) 4.55 (482.99) 490.26 (252.21) 0.06 (0.22) (59.13) (182.61) (3.85) (227.24) 189.14 (152.94) 464.00 (18.86) 445.14 100.26 46.72 53.54 (8.37) (1.06) (1-22) (4.55) 232.92 19.26 655.04 (41.70) 95.24 53.54 Notes: (a) The cash flows from operating activities under the above Statement of Cash flows has been prepared under the 'Indirect Method' as set out in the Ind AS 7 on Statement of Cash flows. (b) For the purpose of Statement of Cash Flows, Cash and Cash Equivalents comprise of the following: Cash and cash equivalents Less: Cash Credit_________________________________ Cash and Cash Equivalents for Statement of Cash Flows 30-09-2025 Un-Audited SEPTEMBER 2025 Rs. in Crores 30-09-2024 Un-Audited STANDALONE UN-AUDITED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 30th NjyHetgSy
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Page 4 Particulars 50.59 50.59 50.59 50.59 50.59 50.59 5 8) The formulae for computation of ratios are given below: (a) Debt Equity Ratio = Total Borrowings / Total Equity (b) Debt Service Coverage Ratio = (Profit before Interest and Depreciation but after current tax) / (Principal Debt Repayment excluding prepayments towards debt replacement + Gross Interest) (c) Interest Service Coverage Ratio = Profit before Interest and Depreciation but after current tax / Gross Interest (d) Current Ratio = Total Current Assets I (Total Current Liabilities - Security deposits payable on demand - Current maturities of Long term debt) (e) Long Term Debt to Working Capital = (Long Term Debt + Current maturities of Long Term Debt) / (Total Current Assets - (Total Current Liabilities - Security deposits payable on demand - Current maturities of Long term debt)) (f) Bad Debts to Account Receivable Ratio = Bad debts written off / Average Trade receivables (g) Current Liability Ratio = (Total Current Liabilities - Security deposits payable on demand - Current maturities of Long term debt) / Total Liabilities (h) Total Debts to Assets = (Long Term Borrowings + Short Term Borrowings) / Total Assets (i) Debtors Turnover Ratio = 365 Days / (Revenue from Sale of Products / Average Trade Receivables), Annualized (j) Inventory Turnover Ratio = 365 Days / (Revenue from Sale of Products / Average Inventories), Annualized (k) Operating Margin = Profit before exceptional items, interest, depreciation and tax / Total Income (l) Net Profit Margin = Net Profit After Tax / Total Income (m) Asset cover ratio for Secured Non-Convertible Debentures = Assets pledged for Secured NCDs / Outstanding Secured Debt (including accrued interest) 24% 29% 29 49 19% 4% 2.24 23% 32% 32 49 16% 1% 2.00 23% 32% 32 48 16% 1% 2.00 (a) Debt-Equity Ratio (In Times) (b) Debt Service Coverage Ratio (In Times) (c) Interest Service Coverage Ratio (In Times) (d) Capital Redemption Reserve (Rs.in Crores) (e) Net worth (Rs.in Crores) (f) Net Profit After Tax (Rs. in Crores) (g) Basic Earnings per Share (In Rs.p) Not Annualized (h) Diluted Earnings per Share (In Rs.p) Not Annualized (i) Current Ratio (In Times) (j) Long Term Debt to Working Capital (In Times) (k) Bad Debts to Account Receivable Ratio (In %) (l) Current Liability Ratio (In %) (m) Total Debts to Total Assets (In %) (n) Debtors Turnover Ratio (In Days), Annualized (o) Inventory Turnover Ratio (In Days), Annualized (p) Operating Margin (%) (q) Net Profit Margin (%) (r) Asset cover ratio for Secured NCDs (In Times)_____ (s) Debenture Redemption Reserve (Rs.in Crores) (t) Securities Premium (Rs.in Crores) The Company created and maintains security in respect of Secured Non-Convertible Debentures by Pari-Passu first charge by way of hypothecation on the movable fixed assets of the Company (both present and future), excluding vehicles, for all series of NCDs issued by the Company. Un-Audited 30-09-2025 _______ 0.61 _______ 1.18 _______ 3.24 _______ 1.63 7,611.22 74.31 _______ 3.14 _______ 3.14 _______ 1.11 ______ 18.42 0.01% _______ 23% _______ 28% _________ 29 _________ 44 18% ________ 3% 2.25 Quarter Ended Un-Audited 30-06-2025 _________ 0.62 _________ 0.79 _________ 3.22 _________ 1.63 7,585.55 ________ 86.01 3.64 _________ 3.64 _________ 1.06 36.07 Un-Audited 30-09-2024 _______ 0.73 _______ 1.97 _______ 2.33 _______ 1.63 7,145.37 ______ 25.58 _______ 1.08 _______ 1.08 _______ 1.09 26.77 Half-Year Ended Un-Audited 30-09-2025 _______ 0.61 _______ 0.94 _______ 3.23 _______ 1.63 7,611.22 160.32 _______ 6.78 _______ 6.78 _______ 1.11 ______ 18.42 0.01% _______ 23% _______ 28% _________ 30 _________ 46 _______ 18% ________ 4% 2.25 Year Ended Audited 31-03-2025 ________0.62 1.29 3.04 ________1.63 7,493.76 417.39 _______17.65 _______17.65 ________1.05 39.51 0.01% _______ 24% _______ 28% _________ 34 43 15% 5% 2.22 Un-Audited 30-09-2024 _______ 0.73 ________1.24 _______ 2.40 ________1.63 7,145.37 ______ 61.08 _______ 2.58 _______ 2.58 ________1.09 26.77 ■ Notes: 1) The above un-audited financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules thereunder and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The said financial results were reviewed by the Audit Committee and approved by the Board of Directors at their Meetings held on 05-11-2025. The Statutory Auditors have carried out limited review of the above results and expressed an unmodified audit opinion. 2) The company's business operation comprises of single operating segment viz. cement & cement related products. 3) The Central Government has published The Code on Social Security, 2020 and Industrial Relations Code,2020 ("the codes") in the Gazette of India, interalia, subsuming various existing labour and industrial laws which deals with employees including post employment period. The effective date of the code and the rules are yet to be notified. The impact of the legislative changes if any will be assessed and recognised post notification of relevant provisions. 4) The Competition Commission of India (CCI) vide its order dated 31-08-2016 had imposed a penalty of Rs.258.63 Crores on the company towards alleged cartelisation. Our appeal alongwith the appeals of other cement companies had been dismissed by NCLAT vide its order dated 25-07-2018. Against the order, the company appealed to the Hon'able Supreme Court, which by its order dated 05-10-2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly the company re-deposited Rs.25.86 Crores being 10% of the penalty.The Company backed by legal opinion, believes that it has a good case and hence no provision is made. 5) The Company has acquired 28.5% equity shareholding from its existing shareholders in Ramco Windfarms Limited (RWL), for a total consideration of Rs.0.28 crores, thereby increasing its shareholding from 71.5% to 100% and making RWL a wholly owned subsidiary with effect from 21-08-2025. Subsequently, the Board of Directors of the Company, at its meeting held today, has approved a Draft Scheme of Amalgamation of RWL with the Company, in compliance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and Section 2(1B) and other applicable provisions of the Income Tax Act, 1961, as amended. The Appointed Date for the Scheme is April 1, 2026. The Scheme, inter alia, provides for the amalgamation of RWL with the Company and consequent cancellation of the entire paid-up share capital of RWL. The Scheme is subject to requisite approvals from the shareholders, creditors, and regulatory authorities including the National Company Law Tribunal (NCLT) and such other approvals as may be required. Upon the Scheme becoming effective, RWL shall stand amalgamated with the Company, and all its assets, liabilities, rights, and obligations shall be transferred to and vested in the Company with effect from the Appointed Date. 6) Exceptional items for the year ended 31-03-2025 comprises of Profit on sale of investments amounting to Rs.290.12 Crores and Profit on sale of surplus lands amounting to Rs.49.71 Crores. 7) The disclosures as per Regulation 52(4), 54(2) & (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as below: Ku
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Page 5 9) Other Comprehensive Income comprises of items that will not be reclassifed to profit or loss as given below: Particulars (6.62) (1-33) 5.78 (0.70) 4.45 (0.70) (2.00) Total (1-33) 5.78 (0-70) 4.45 (0-70) (8.62) 10) The previous period figures have been re-grouped/re-stated wherever necessary. For THE RAMCO CEMENTS LIMITED MT.FAROOQUI CHAIRMAN Chennai 05-11-2025 S' (a) Remeasurement losses on defined benefit obligations, net of tax_________________________________________________ (b) Gain / (loss) on equity investments through OCI, net of tax Un-Audited 30-09-2025 Quarter Ended Un-Audited 30-06-2025 Un-Audited 30-09-2024 Half-Year Ended Un-Audited 30-09-2025 Rs. In Crores Year Ended Audited 31-03-2025 Un-Audited 30-09-2024 K * vx
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ParticularsS.No 1 Total Income 2,245.28 2,080.00 2,053.94 4,325.28 4,155.59 8,559.57 2 Total Expenses 2,145.45 1,965.13 2,019.45 4,110.58 4,073.56 8,439.67 Profit before exceptional items and tax (1 - 2)3 99.83 114.87 34.49 214.70 82.03 119.90 4 Exceptional Items (Refer Note No.8) 199.41 Profit before tax (3 + 4)5 99.83 114.87 34.49 214.70 82.03 319.31 6 0.95 0.95 30.46 30.46 9.17 21.97 84.417 Net Profit for the period before share of profit of Associates (5 - 6) 75.80 25.32 160.21 60.06 268.14 8 Share of Profit of Associates, net of tax 2.08 0.15 0.45 2.23 2.28 1.43 9 Profit for the period (7 + 8) 77.88 84.56 25.77 162.44 62.34 269.57 10 11 Other Comprehensive Income, net of tax (Refer Note No.11) (2.19) 5.80 (2.63) 3.61 (2.60) (9-79) 12 13 Total Comprehensive Income aftertax for the period (9 + 11) 75.69 90.36 23.14 166.05 59.74 259.78 14 15 Paid up Equity Share Capital 23.63 23.63 23.63 23.63 23.63 23.63 16 Other Equity 7,536.67 7,215.41 7,418.02 17 3.27 3.60 1.12 6.87 2.75 11.53 2 Other Comprehensive Income for the period attributable to - - Equity shareholders of the Parent - Non-controlling Interest Total Comprehensive Income for the period attributable to - - Equity shareholders of the Parent - Non-controlling Interest Expenses (a) (i) Cost of Materials Consumed (ii) Inter unit clinker transfer - Freight 8< handling (b) Purchase of Stock-in-trade (c) Change in Inventories of Finished goods and Work in progress (d) Employee Benefits Expenses (e) Finance Costs (f) Depreciation and amortisation Expenses (g) Transportation & Handling (h) Power and Fuel (i) Other Expenditure Profit for the period attributable to - - Equity shareholders of the Parent - Non-controlling Interest Income (a) Revenue from Operations (b) Other Income 2,238.74 6.54 2,074.02 5.98 4,137.68 17.91 THE RAMCO CEMENTS LIMITED Regd.Office: "Ramamandiram", Rajapalayam - 626 117. Corporate Office: 98-A, Dr.Radhakrishnan Salai, Chennai 600 004. CIN :L26941TN1957PLC003566; Website : www.ramcocements.in 364.15 88.27 0.16 44.74 151.25 111.38 183.34 475.01 462.67 264.48 77.34 0.54 75.16 0.53 (2.18) (0.01) 360.61 74.16 0.39 (75.97) 147.07 104.74 183.90 427.49 500.24 242.50 85.03 (0.47) 90.80 (0.44) 5.77 0.03 2,044.13 9.81 325.15 80.19 0.38 (4.11) 142.89 119.87 169.53 457.08 498.87 229.60 25.70 0.07 23.08 0.06 (2.62) (0.01) 0.01 0.05 9.11 4,312.76 12.52 724.76 162.43 0.55 (31.23) 298.32 216.12 367.24 902.50 962.91 506.98 162.37 0.07 165.96 0.09 3.59 0.02 655.48 181.10 0.60 (71.59) 285.35 232.92 337.21 920.88 1,063.59 468.02 62.86 (0.52) 60.27 (0.53) 4.38 0.05 17.54 (2.59) (0.01) 8,518.40 41.17 1,377.95 390.81 2.84 (47.04) 550.04 458.76 695.05 1,951.90 2,069.74 989.62 272.65 (3.08) 262.88 (3-10) (9.77) (0.02) Tax Expenses -Current Tax - Current Tax adjustments of earlier years - Deferred Tax - Deferred Tax adjustments of earlier years Total Tax Expenses 54.86 (1-32) 54.49 24.40 (132) 24.03 0.29 50.71 0.17 51.17 Un-Audited 30-09-2024 Un-Audited 30-09-2024 Un-Audited 30-09-2025 Quarter Ended Un-Audited 30-06-2025 Half Year Ended Un-Audited 30-09-2025 CONSOLIDATED UN-AUDITED STATEMENT OF PROFIT AND LOSS FOR THE QUARTER AND HALF YEAR ENDED 30™ SEPTEMBER 2025 _ ________________________ Rs. in Crores Year Ended Audited 31-03-2025 Basic & Diluted Earnings per share of Re.1/- each (In Rs.p) (Not Annualized) __________________ Note: Treasury shares of 1.48 Lacs were deducted from the total number of equity shares for the purpose of computation of Earnings per Share for the quarter ended 30- 09-2025 1
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Page 2 SEPTEMBER 2025 Particulars ASSETS Non Current assets (A) 1,136.24 1,016.18 Current assets (B) ASSETS (A) + (B) EQUITY & LIABILITIES Equity (C) Non Current Liabilities (D) Current Liabilities (E) EQUITY & LIABILITIES (C)+(D)+(E) Include Current maturities of Long term Borrowings 799.29 | 1,025.61 | 3 12,255.89 1,067.47 194.77 365.72 45.36 56.34 1,128.48 0.61 11,753.72 1,352.72 203.75 386.43 33.77 55.44 1,273.05 0.44 CURRENT LIABILITIES Financial Liabilities (a) Borrowings (*) (b) Lease Liabilities (c) Trade Payables - Total outstanding dues of micro enterprises and small enterprises - Total outstanding dues of creditors other than micro enterprises and small enterprises (d) Other Financial Liabilities Other Current Liabilities Provisions Deferred Government Grants CURRENT ASSETS Inventories Financial Assets (a) . Trade Receivables (b) Cash and Cash Equivalents (c) Bank balances other than Cash and Cash Equivalents (d) Loans (e) Other Financial Assets Current Tax Assets (Net) Other Current Assets NON-CURRENT LIABILITIES Financial Liabilities (a) Borrowings (b) Lease Liabilities Provisions Deferred Tax Liabilities (Net) Deferred Government Grants NON-CURRENT ASSETS Property, Plant and Equipment Capital Work in Progress Investment Property Intangible Assets Intangible Assets under Development Investments in Associates accounted using equity method Financial Assets (a) Other Investments (b) Loans (c) Other Financial Assets Deferred Tax Assets (net) Other Non Current Assets EQUITY Equity Share Capital Other Equity Equity attributable to the Equity shareholders Non-controlling Interest 3.48 816.96 2,039.37 154.91 62.74 2.43 4,208.98 16,576.43 0.01 12.22 71.86 2.26 149.29 14,221.19 713.57 88.76 36.56 16.84 163.62 28.13 171.52 2,355.24 16,576.43 23.63 7,536.67 7,560.30 0.30 7,560.60 3,548.08 21.98 94.97 1,131.70 10.12 4,806.85 4.63 934.80 1,832.79 213.25 51.77 2.43 4,313.16 16,329.50 34.62 15.70 66.29 0.40 188.51 14,091.35 729.59 172.57 36.58 12.76 109.01 20.61 140.85 2,238.15 16,329.50 23.63 7,418.02 7,441.65 0.49 7,442.14 3,379.05 22.07 86.24 1,075.49 11.35 4,574.20 30-09-2025 Un-Audited Rs. In Crores 31-03-2025 Audited CONSOLIDATED BALANCE SHEET AS AT 30™
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Page 3 Particulars 214.70 82.03 (600.61) (543.89) 4 5.83 4.96 0.01 337.21 (0.33) 2.11 5.87 1.07 (0.49) Net decrease in Cash and Cash equivalents Opening balance of Cash and Cash equivalents, net of cash credit Closing balance of Cash and Cash equivalents, net of cash credit Notes: (a) The cash flows from operating activities under the above Statement of Cash flows has been prepared under the 'Indirect Method' as set out in the Ind AS 7 on Statement of Cash flows. (b) For the purpose of Statement of Cash Flows, Cash and Cash Equivalents comprise of the following: Cash and cash equivalents Less: Cash Credit________________________________ Cash and Cash Equivalents for Statement of Cash Flows CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Proceeds from Short Term Borrowings, net Payment of principal portion of lease liabilities Payment of Dividend including TDS on Dividends Interest paid including interest on lease liabilities Net Cash used in Financing Activities CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax Adjustments to reconcile profit before tax to net cash flows: Depreciation & Amortization Profit/(Loss) on sale of Property, Plant & Equipment and Investment Property, net Bad Debts written off Interest Income Grant Income Lease Rental Receipts Finance costs Provisions / Other non-cash adjustments_________________________________ Operating Profit before Working Capital changes Movements in Working capital Inventories Trade receivables and other assets Trade payables and other liabilities_____________________________________ Cash generated from Operations Direct Taxes paid____________________________________________________ Net Cash generated from Operating Activities CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant & Equipment, Intangible Assets and Investment Properties (Including movements in CWIP, Intangible Assets under Development, Capital Advances and payable for capital goods) Proceeds from Sale of Property,Plant & Equipment & Investment Properties Interest received Dividend received Loans given to Associates, net Investment in Equity Shares of Subsidiary Proceeds from Sale of investments measured at FVTOCI Expenditure incurred in connection with disposal of investments Lease Rental Receipts_________________________________________________________ Net Cash used in Investing Activities (0.28) 40.47 (0.10) 4.59 (545.13) 539.25 (599.30) 63.24 (0-17) (47.31) (158.64) (202.93) (102.32) 172.14 69.82 (120.06) (58.57) 27.74 654.24 (8.50) 645.74 367.24 3.19 0.06 (5.44) (1-22) (4.59) 216.12 15.07 805.13 88.76 18.94 69.82 490.26 (252.21) 0.06 (0.22) (59.13) (182.61) (3.85) (227.26) 187.57 (155.03) 463.50 (19.99) 443.51 50.00 (0.39) 4.52 (481.20) (7-58) (1.22) (4.52) 232.92 19.71 658.22 102.07 46.72 55.35 (41.54) 96.89 55.35 30-09-2025 Un-Audited SEPTEMBER 2025 Rs. In Crores 30-09-2024 Un-Audited CONSOLIDATED UN-AUDITED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 30™
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Page 4 D 2) Particulars 5) 6) 7) 8) 9) Particulars 50.59 50.59 50.59 50.59 50.59 50.59 5 3) 4) Exceptional items for the year ended 31-03-2025 comprises of Profit on sale of investments (after consolidation adjustments) amounting to Rs.149.70 Crores and Profit on sale of surplus lands amounting to Rs.49.71 Crores. The disclosures as per Regulation 52(4), 54(2) & (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as below: Total Income______ Net Profit before tax Net Profit after tax The standalone financial results of the company are available on the Bombay Stock Exchange website www.bseindia.com, the National Stock Exchange website www.nseindia.com and on the Company's website www.ramcocements.in The Central Government has published The Code on Social Security, 2020 and Industrial Relations Code,2020 ("the codes") in the Gazette of India, interalia, subsuming various existing labour and industrial laws which deals with employees including post employment period. The effective date of the code and the rules are yet to be notified. The impact of the legislative changes if any will be assessed and recognised post notification of relevant provisions. The Company has acquired 28.5% equity shareholding from its existing shareholders in Ramco Windfarms Limited (RWL), for a total consideration of Rs.0.28 crores, thereby increasing its shareholding from 71.5% to 100% and making RWL a wholly owned subsidiary with effect from 21-08-2025. Subsequently, the Board of Directors of the Company, at its meeting held today, has approved a Draft Scheme of Amalgamation of RWL with the Company, in compliance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and Section 2(1B) and other applicable provisions of the Income Tax Act, 1961, as amended. The Appointed Date for the Scheme is April 1, 2026. The Scheme, inter alia, provides for the amalgamation of RWL with the Company and consequent cancellation of the entire paid-up share capital of RWL. The Scheme is subject to requisite approvals from the shareholders, creditors, and regulatory authorities including the National Company Law Tribunal (NCLT) and such other approvals as may be required. Upon the Scheme becoming effective, RWL shall stand amalgamated with the Company, and all its assets, liabilities, rights, and obligations shall be transferred to and vested in the Company with effect from the Appointed Date. The Competition Commission of India (CCI) vide its order dated 31-08-2016 had imposed a penalty of Rs.258.63 Crores on the company towards alleged cartelisation. Our appeal alongwith the appeals of other cement companies had been dismissed by NCLAT vide its order dated 25-07-2018. Against the order, the company appealed to the Hon'able Supreme Court, which by its order dated 05-10-2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly the company re-deposited Rs.25.86 Crores being 10% of the penalty.The Company backed by legal opinion, believes that it has a good case and hence no provision is made. 24% 29% 29 49 19% 4% 2.24 23% 32% 32 49 16% 1% 2.00 23% 32% 32 48 16% 2% 2.00 (a) Debt-Equity Ratio (In Times) (b) Debt Service Coverage Ratio (In Times) (c) Interest Service Coverage Ratio (In Times) (d) Capital Redemption Reserve (Rs.in Crores) (e) Net worth (Rs.in Crores) (f) Net Profit After Tax (Rs. in Crores) (g) Basic Earnings per Share (In Rs.p) Not Annualized (h) Diluted Earnings per Share (In Rs.p) Not Annualized (i) Current Ratio (In Times) (j) Long Term Debt to Working Capital (In Times) (k) Bad Debts to Account Receivable Ratio (In %) (l) Current Liability Ratio (In %) (m) Total Debts to Total Assets (In %) (n) Debtors Turnover Ratio (In Days), Annualized (o) Inventory Turnover Ratio (In Days), Annualized (p) Operating Margin (%) (q) Net Profit Margin (%) (r) Asset cover ratio for Secured NCDs (In Times) (s) Debenture Redemption Reserve (Rs.in Crores) (t) Securities Premium (Rs.in Crores)________________________________________________________________________ The Company created and maintains security in respect of Secured Non-Convertible Debentures by Pari-Passu first charge by way of hypothecation on the movable fixed assets of the Company (both present and future), excluding vehicles, for all series of NCDs issued by the Company. Un-Audited 30-09-2025 2,241.89 100.24 74.31 Quarter Ended Un-Audited 30-06-2025 ________ 0.63 ________ 0.79 ________ 3.22 ________ 1.63 7,532.50 _______ 85.03 ________ 3.60 ________ 3.60 _________1.06 35.62 Un-Audited 30-09-2024 2,049.50 34.97 25.58 Half Year Ended Un-Audited 30-09-2025 4,318.50 216.71 160.32 Half Year Ended Un-Audited 30-09-2025 _______ 0.62 _______ 0.94 _______ 3.23 _______ 1.63 7,560.60 162.37 _______ 6.87 _______ 6.87 _______ 1.11 ______ 18.23 0.01% _______ 23% _______ 28% _________31 _________46 _______ 18% 4% 2.25 Rs. in Crores Year Ended Audited 31-03-2025 8,539.10 ______ 465.74 417.39 Year Ended Audited 31-03-2025 _______ 0.63 _______ 1.18 _______ 2.77 _______ 1.63 7,442.14 272.65 ______ 11.53 ______ 11.53 _______ 1.05 ______ 39.55 0.01% _______ 24% _______ 28% _________34 _________43 _______ 15% 3% 2.22 Un-Audited 30-09-2025 _______ 0.62 _______ 1.18 _______ 3.25 _______ 1.63 7,560.60 77.34 3.27 _______ 3.27 _______ 1.11 ______ 18.23 0.01% _______ 23% _______ 28% _________30 _________44 _______ 18% ________ 3% 2.25 Quarter Ended Un-Audited 30-06-2025 2,076.61 _______116.47 86.01 Un-Audited 30-09-2024 _______ 0.72 _______ 1.97 _______ 2.33 _______ 1.63 7,242.10 25.70 1.12 1.12 1.09 26.28 Un-Audited 30-09-2024 4,146.37 ______ 83.13 61.08 Un-Audited 30-09-2024 ______ 0.72 _______ 1.24 _______ 2.40 _______ 1.63 7,242.10 ______ 62.86 _______ 2.75 _______ 2.75 1.09 26.28 Notes: The above un-audited financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules thereunder and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The said financial results were reviewed by the Audit Committee and approved by the Board of Directors at their Meetings held on 05-11-2026. The Statutory Auditors have carried out limited review of the above results and expressed an unmodified audit opinion. The said financial results include the standalone results of the parent company, The Ramco Cements Limited, its subsidiaries viz. Ramco Windfarms Limited and consolidated result of Ramco Industrial and Technology Services Limited, collectively referred as 'Group' and its Associates viz. Madurai Trans Carrier Limited and consolidated results of Ramco Systems Limited, Ramco Industries Limited and Rajapalayam Mills Limited. The company's business operation comprises of single operating segment viz. cement 8> cement related products. Key standalone financial information
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Page 5 Particulars (6.75) (1.38) 6.33 (0.72) 4.95 (0.72) (2-14) 12) The previous period figures have been re-grouped/re-stated wherever necessary For THE RAMCO CEMENTS LIMITED 10) The formulae for computation of ratios are given below: (a) Debt Equity Ratio = Total Borrowings / Total Equity (b) Debt Service Coverage Ratio = (Profit before Interest and Depreciation but after current tax) / (Principal Debt Repayment excluding prepayments towards debt replacement + Gross Interest) (c) Interest Service Coverage Ratio = (Profit before Interest and Depreciation but after current tax) / Gross Interest (d) Current Ratio = Total Current Assets / (Total Current Liabilities - Security deposits payable on demand - Current maturities of Long term debt) (e) Long Term Debt to Working Capital = (Long Term Debt + Current maturities of Long Term Debt) / (Total Current Assets - (Total Current Liabilities - Security deposits payable on demand - Current maturities of Long term debt)) (f) Bad Debts to Account Receivable Ratio = Bad debs written off / Average Trade receivables (g) Current Liability Ratio = (Total Current Liabilities - Security deposits payable on demand - Current maturities of Long term debt) / Total Liabilities (h) Total Debts to Assets = (Long Term Borrowings + Short Term Borrowings) / Total Assets (I) Debtors Turnover Ratio = 365 Days / (Revenue from Sale of Products / Average Trade Receivables), Annualized (j) Inventory Turnover Ratio = 365 Days / (Revenue from Sale of Products / Average Inventories), Annualized (k) Operating Margin = Profit before exceptional items, interest, depreciation and tax / Total Income (l) Net Profit Margin = Net Profit After Tax / Total Income (m) Asset cover ratio for Secured Non-Convertible Debentures = Assets pledged for Secured NCDs I Outstanding Secured Debt (including accrued interest) M.F.FAROOQUI CHAIRMAN Chennai 05-11-2025 (a) Remeasurement losses on defined benefit obligations, net of tax____________________ ______________________________ (b) Gain / (loss) on equity investments through OCI, net of tax (0.81) (2.19) (0.53) 5.80 (1.91) (2.63) (1-34) 3.61 (1.88) (2.60) (0.90) (9-79) (c) Share of OCI of Associates, net of tax Total Un-Audited 30-09-2024 Rs. In Crores Year Ended Audited 31-03-2025 11) Other Comprehensive Income comprises of items that will not be reclassifed to profit or loss as given below: __ Quarter Ended Un-Audited 30-06-2025 Un-Audited 30-09-2025 Half Year Ended Un-Audited 30-09-2025 Un-Audited 30-09-2024 to
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1. 2. 3. We have reviewed the accompanying statement of unaudited standalone financial results of THE RAMCO CEMENTS LIMITED (the "Company") for the quarter ended 30th September, 2025 and year to date results for the period from 01st April, 2025 to 30th September, 2025 (the "Statement"), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). To The Board of Directors THE RAMCO CEMENTS LIMITED Independent Auditor's Review Report on Standalone Quarterly and Year to date Unaudited Financial Results of The Ramco Cements Limited Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended This Statement is the responsibility of the Company's management and has been approved by the Board of Directors, which has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. Shar‘thi'‘|V:c’J? \c>V 2 ? .jo'j'-y ^7/
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4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable Indian Accounting Standards (Ind AS) and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement. 5. The Company has closed the operations of its foreign branch in Sri Lanka in view of its un viability, with effect from 27th July 2021. The strike-off application for de-registration of the said branch has been approved by the Registrar of Companies, Colombo vide its communication dated 23.10.2023. The application for de-activation of taxpayer identification number (TIN) with the Inland Revenue Department is under process. The Branch Auditors in Srilanka has advised that there is no necessity to prepare the audited accounts in respect of the said foreign branch in these circumstances. The Management has assessed that, there is no material impact on the financial statements on account of the winding up of the branch. The interim financial results of the above foreign branch included in the interim standalone unaudited financial results reflect total assets of Rs. 1.29 Crores as at 30th September 2025 and total revenues of Rs. Nil and Rs. Nil, total net profit after tax of Rs. 0.04 Crores and Rs. 0.02 Crores, total comprehensive income of Rs. 0.04 Crores and Rs. 0.02 Crores for the quarter ended 30th September 2025 and for the period from 01st April 2025 to 30th September 2025 respectively, and net cash inflows of Rs. 0.02 Crores for the period from 01st April 2025 to 30th September 2025. The financial information of branch located outside India have been prepared in accordance with accounting policies generally accepted in their country and the management has converted this financial information to Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 and other accounting policies generally accepted in India and we have reviewed these conversion adjustments made by the management. Our conclusion in so far as it relates to the amounts and disclosures included in respect of the foreign branch is based solely on the report of the management and the procedures performed by us as stated in para 3 above and reviewed by us. Our conclusion is not modified in respect of this matter. '/■v/ V (XI Nari.T “ ‘V I * \Madu— ina/ yA
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6. We draw attention to Note No. 4 to the statement which describes the following matter: Our conclusion on the statement is not modified in respect of this matter. For SRSV & Associates Chartered Accountants Firm Registration No.: 015041S Place: Chennai Dated: 05th November 2025 The Competition Commission of India (CCI) vide its order dated 31-08-2016 had imposed a penalty of Rs. 258.63 Crores on the company towards alleged cartelisation. Our appeal a long with the appeals of other cement companies had been dismissed by NCLAT vide its order dated25-07-2018. Against the order, the company appealed to the Hon'able Supreme Court, which by its order dated 05-10-2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly, the company re-deposited Rs. 25.86 Crores being 10% of the penalty. The Company backed by legal opinion, believes that it has a good case and hence no provision is made. For Ramakrishna Raja And Co Chartered Accountants Firm Registration No.: 005333S V. Rajeswaran > Partner Membership No.: 020881 UDIN No.: 25020881BMKQOC4460 O’ V C. Kesavan ' Partner Membership No.: 227833 UDIN No.: 25227833BMJVIZ9303 Chennai yj’ ig\FRN015041S^ 7^' 1D ' y / Shanthtr\ \C>V <r/ 6, R;jtnu • ‘Y 1O|| Na.ta* Buatl I *11 L* kwadunf !3?t'
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1. 2. 3. To The Board of Directors of THE RAMCO CEMENTS LIMITED Independent Auditor's Review Report on Consolidated Quarterly and Year to date Unaudited Financial Results of The Ramco Cements Limited Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended We have reviewed the accompanying Statement of Unaudited Consolidated financial results of THE RAMCO CEMENTS LIMITED ("The Parent") and its Subsidiaries (The Parent and its subsidiaries together referred to as the "Group"), and its share of net profit after tax and total comprehensive income of its associates for the quarter ended 30th September 2025 and year to date results for the period from 01st April 2025 to 30th September 2025 ("the Statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended(the 'Listing Regulations'). We conducted our review of the statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI). This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. This Statement which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" (Ind AS 34), prescribed under Section 133 of the Companies Act, 2013 as amended read with relevant rules issued there under and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review. ‘na' iousL? Shanthini-p’.an \ V 2 6XW ? I\ Madu:a< 002/ (qH FRN ^7/
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4. Relationship Ramco Windfarms Limited Subsidiary Ramco Industrial and Technology Services limited Subsidiary Ramco Industries Limited Associate Ramco Systems Limited Associate Rajapalayam Mills Limited Associate Madurai Trans Carrier Limited Associate 5. 6. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing obligations and Disclosure Requirements) regulations, 2015 as amended, to the extent applicable. Based on our review conducted and procedures performed as stated in paragraph 3 above, and based on the consideration of the review reports of the other auditors referred to in paragraph 8 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. The Statement includes the results of the following Subsidiaries and Associates: Name of the entity The Company has closed the operations of its foreign branch in Sri Lanka in view of its un viability, with effect from 27th July 2021. The strike-off application for de-registration of the said branch has been approved by the Registrar of Companies, Colombo vide its communication dated 23.10.2023. The application for de-activation of taxpayer identification number (TIN) with the Inland Revenue Department is under process. The Branch Auditors in Srilanka has advised that there is no necessity to prepare the audited accounts in respect of the said foreign branch in these circumstances. The Management has assessed that, there is no material impact on the financial statements on account of the winding up of the branch. The interim financial results of the above foreign branch included in the interim standalone unaudited financial results reflect total assets of Rs. 1.29 Crores as at 30th September 2025 and total revenues of Rs. Nil and Rs. Nil, total net profit after tax of Rs. 0.04 Crores and Rs. 0.02 Crores, total comprehensive income of Rs. 0.04 Crores and Rs. 0.02 Crores for the quarter ended 30th September 2025 and for the period from 01st April 2025 to 30th September 2025 respectively, and net cash inflows of Rs. 0.02 Crores for the period from 01st April 2025 to 30th September 2025. The financial ’Df^/ Shanthm^etop \-U <£/ 6, Rath.n..<fv |O|I Nadar I'*// Madurai u."j 00?/tQfj FRN:OO5333S/ CheiUall^
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8. These consolidated interim unaudited financial results also include the group share of net profit after tax of Rs. 2.04 Crores and Rs. 2.25 Crores and total comprehensive income of Rs. 1.23 Crores and Rs. 0.91 Crores for the quarter ended 30th September 2025 and for the period from 01st April 2025 to 30th September 2025 respectively, as considered in the consolidated unaudited financial results in respect of Two associates, Out of this, one associate has been reviewed by both of us and one associate has been reviewed by other auditor whose reports have been furnished to us by the management and our conclusion on the statement, in so far as it relates to the amounts and disclosures included in respect of that associate is based solely on the reports of the other auditor and the procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of these matters. We did not review the interim unaudited financial results of Two associates included in the consolidated unaudited financial results, whose interim financial statements reflect the Group's share of net profit/(loss) after tax of Rs. 0.04 Crores and Rs. (0.02 Crores) and total information of branch located outside India have been prepared in accordance with accounting policies generally accepted in their country and the management has converted this financial information to Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 and other accounting policies generally accepted in India and we have reviewed these conversion adjustments made by the management. Our conclusion in so far as it relates to the amounts and disclosures included in respect of the foreign branch is based solely on the report of the management and the procedures performed by us as stated in para 3 above and reviewed by us. Our conclusion is not modified in respect of this matter. Tvwmal V 7. We did not review the interim unaudited financial results of Two Subsidiaries included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. 33.22 Crores as at 30th September 2025 and total revenues of Rs. 18.38 Crores and Rs. 32.46 Crores, total net profit/(loss) after tax of Rs. 1.64 Crores and Rs. 0.04 Crores, total comprehensive income/(loss) of Rs. 1.52 Crores and Rs. 0.43 Crores for the quarter ended 30th September 2025 and for the period from 01st April 2025 to 30th September 2025 respectively and net cash inflows of Rs. 1.66 Crores for the period from 01st April 2025 to 30th September 2025 as considered in the respective consolidated unaudited financial results. These interim financial results of the two subsidiaries have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of those two subsidiaries, is based solely on the reports of the management and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of this matter. Shanthin-kretan \q\i <1 6, RathinifL/’Y |O|| O-l Nadar Rwd l '*|| XMaduYa’1'625 O02/ c?// 7/cttnna?^ lWRNW50/7S
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9. We draw attention to Note No. 7 to the statement which describes the following matter: For SRSV & Associates Chartered Accountants Firm Registration No.: 01504IS Place: Chennai Dated: 05th November 2025 The Competition Commission of India (CCI) vide its order dated 31-08-2016 had imposed a penalty of Rs. 258.63 Crores on the company towards alleged cartelisation. Our appeal alongwith the appeals of other cement companies had been dismissed by NCLAT vide its order dated 25-07-2018. Against the order, the company appealed to the Hon'able Supreme Court, which by its order dated 05-10-2018 admitted the appeal and directed to continue the interim order passed by NCLAT. Accordingly, the company re-deposited Rs. 25.86 Crores being 10% of the penalty. The Company backed by legal opinion, believes that it has a good case and hence no provision is made. Our conclusion on the statement is not modified in respect of this matter. comprehensive income/(loss) of Rs. 0.04 Crores and Rs. (0.02 Crores) for the quarter ended 30th September 2025 and for the period from 01st April 2025 to 30th September 2025 respectively. These interim financial results have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these associates, is based solely on the reports of the management and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of this matter. C. Kesavan Partner Membership No.: 227833 UDIN No.: 25227833BMJVJA3551 V. Rajeswaran Partner Membership No.: 020881 UDIN No.: 25020881BMKQOD2899 For Ramakrishna Raja And Co Chartered Accountants Firm Registration No.: 005333S ' shanthimketan V <r| e, Rathin^-|O|| Nada* ‘toad j * 11 {* \Madura. 6^' 007 «// i\cx. \ r rn on'- i ’ ’y £■// 'vf Chennai iMFRNDISWyfj
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RAMCO Registered Office: 'Ramamandiram', Rajapalayam - 626 117. Tamil Nadu. DETAILS OF DRAFT SCHEME OF AMALGAMATION OF RAMCO WINDFARMS LIMITED WITH THE RAMCO CEMENTS LIMITED As on 31st March 2025, the total assets and revenue (audited standalone) of TRCL and RWF are as hereunder: The disclosure required under Sub-Para 1 Para A of Part A of Schedule III of SEBI-LODR, 2015 read with Annexure 18 of SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024. Corporate Office: Auras Corporate Centre, V Floor, 98-A, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004, India. Tel: +91 44 2847 8666 Fax: +91 44 2847 8676 Website: www.ramcocements.in Corporate Identity Number: L26941 TN 1957PLC003566 |q <9 No a) _________ Particulars________ Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as size, turnover etc.; % 8 THE RAMCO CEMENTS LIMITED _______________Details_______________ THE RAMCO CEMENTS LIMITED ("Transferee Company / TRCL") (CIN : L26941TN1957PLC003566) is a public limited company, incorporated on 3rd July 1957 under the provisions of Companies Act, 1956. The Registered Office of TRCL is situated at "Ramamandiram", Rajapalayam - 626 117, Virudhunagar District, Tamil Nadu. IXL/l ) RAMCO WINDFARMS LIMITED ("Transferor Company / RWF") (CIN : U40109TN2013PLC093905) is an unlisted public limited company incorporated on 26th November 2013, under the provisions of Companies Act, 1956. The Registered Office of RWF is situated at "Auras Corporate Centre", 5th Floor, No:98-A, Dr.Radhakrishnan Road, Mylapore, Chennai - 600 004, Tamil Nadu. RWF is a wholly owned subsidiary of the Transferee Company.
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RAMCO DetailsParticularsNo No b) c) Registered Office: ‘Ramamandiram’, Rajapalayam - 626 117. Tamil Nadu. Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"; Area of business of the entity(ies); However, the transaction shall not attract the requirements of Section 188 of the Companies Act, 2013 pursuant to the clarifications provided in General Circular No: 30/2014 dated 17th July 2014, issued by the Ministry of Corporate Affairs. Also, pursuant to Regulation 23(5)(b) of LODR, the provisions of related party transactions are not applicable to the Scheme, as the same is between the holding company and its wholly owned subsidiary. Total Assets and The Corporate Office: Auras Corporate Centre, V Floor, 98-A, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004, India. Tel: +91 44 2847 8666 Fax: +91 44 2847 8676 Website: www.ramcocements.in Corporate Identity Number: L26941 TNI957PLC003566 1 2 16,374.10 9.94 Name of the Company TRCL RWF s THE RAMCO CEMENTS LIMITED (Rs. in Crores) Revenue from Operations 8,539.10 8.03 Kl ) TRCL is primarily engaged in the business of manufacture and marketing of Portland Cement Products Construction Chemical Products. Company has also established windfarms and is generating electrical energy, which is being used for captive consumption for its manufacturing operations. RWF is a wholly owned subsidiary company and as such related party to each other.
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RAMCO ParticularsNo d) a. c. Registered Office: ‘Ramamandiram’, Rajapalayam - 626 117. Tamil Nadu. Rationale for amalgamation/ merger; The merger will significantly reduce legal, administrative, regulatory, and compliance costs associated with maintaining a separate subsidiary. Statutory filings, audits, and related compliances will be consolidated under a single company. Corporate Office: Auras Corporate Centre, V Floor, 98-A, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004, India. Tel: +91 44 2847 8666 Fax: +91 44 2847 8676 Website: www.ramcocements.in Corporate Identity Number: L26941TN1957PLC003566 _______________Details_______________ RWF has windfarms established in the state of Tamil Nadu and is generating electrical energy, which is being sold to the Holding Company. 5 S THE RAMCO CEMENTS LIMITED b. The merger will bring the wind power business directly under Transferee Company, thereby simplifying the corporate structure and eliminating the need for maintaining a separate legal company. The entire wind power generated by Transferor Company is used by Transferee Company for its manufacturing operations. The merger will consolidate and align the ownership of the wind power generation assets with the actual power consumption by the transferee company. d. The merger is proposed to be structured so that it qualifies as an "Amalgamation" under Section 2(1B) of the Income-tax Act, 1961. This will enable Transferee Company to avail '/./ v/'V JP* i k
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RAMCO ParticularsNo f. e) Registered Office: ‘Ramamandiram’, Rajapalayam - 626 117. Tamil Nadu. In case of cash consideration - amount or otherwise share exchange ratio; Corporate Office: Auras Corporate Centre, V Floor, 98-A, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004, India. Tel: +91 44 2847 8666 Fax: +91 44 2847 8676 Website: www.ramcocements.in Corporate Identity Number: L26941TN1957PLC003566 5 8 THE RAMCO CEMENTS LIMITED Further, the investment of the Company in the shares of RWF, appearing in the books of accounts of the Company shall, without any further act or deed, stand cancelled. It is clarified that no new shares of the Company shall be issued, nor payment shall be made in cash whatsoever by the Company in lieu of cancellation of such shares of RWF. / iCl ’ J31 fri X? i Economies of scale, greater integration and greater flexibility, in utilization of power generated by the windfarms.______________________ RWF is a wholly owned subsidiary company. Upon the Scheme coming into effect, the entire paid-up share capital of RWF shall stand cancelled in its entirety without being required to comply with the provisions of Section 66 of the Companies Act, 2013. ___________ Details_______________ the benefit of carry forward and set off of accumulated losses and unabsorbed depreciation of Transferor Company, subject to fulfilment of applicable conditions under the Income-tax Act. e. The merger will also enable Transferee Company to directly own and manage the wind power assets thereby optimizing on maintenance cost, man-power cost, power costs and focus on sustainability initiatives.
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Particulars DetailsNo f) Registered Office: 'Ramamandiram’, Rajapalayam - 626 117. Tamil Nadu. r i With effect from the Appointed Date and receipt of certified order from NCLT, all the assets and liabilities of the Transferor Company, as a going concern, shall stand vested in or transferred to the Transferee Company. The authorised share capital of the Transferor Company will get added to that of the Transferee Company. Brief details of change in shareholding pattern (if any) of listed entity. There will not be any change in the shareholding pattern of TRCL pursuant to the aforesaid amalgamations. Corporate Office: Auras Corporate Centre, V Floor, 98-A, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004, India. Tel: +91 44 2847 8666 Fax: +91 44 2847 8676 Website: www.ramcocements.in Corporate Identity Number: L26941 TN 1957PLC003566ft4MCO~| THE RAMCO CEMENTS LIMITED