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Directors Report of Rain Industries Ltd.

Dec 31, 2022

Your Directors have pleasure in presenting the 48^th Annual Report and the Audited Financial Statements (standalone and consolidated) for the Financial Year ended December 31, 2022:

Financial Results A) Standalone

The Standalone performance for the Financial Year ended December 31, 2022 is as under:

The Financial Summary
				('' in Million)
	Sl. No. Particulars		December 31, 2022	December 31, 2021
1		Revenue from operations	540.74	535.47
2		Profit before finance cost, depreciation and tax expense	410.76	478.00
3		Finance Cost	80.16	80.95
4		Profit before depreciation and tax expense	330.60	397.05
5		Depreciation and amortisation expense	6.73	6.23
6		Profit before Tax Expense	323.87	390.82
7		Tax Expense	46.40	79.18
8		Profit After Tax Expense	277.47	311.64
9		Add: Surplus at the beginning of the year	453.25	509.12
10		Total Available for appropriation	730.72	820.76
		Appropriations:
11		Dividend including taxes	336.35	336.35
12		Transfer to general reserve	0.00	31.16
13		Surplus carried to Balance Sheet	394.37	453.25
B)	Consolidated The Consolidated performance for the Financial Year ended December 31, 2022 is as under:
The Financial Summary
				('' in Million)
	Sl. No. Particulars		December 31, 2022	December 31, 2021
1		Revenue from operations	210,109.97	145,267.82
2		Profit before finance cost, depreciation and amortisation expense, impairment loss, share of (loss)/profit of associates and tax expense	36,875.98	25,708.39
3		Finance cost	5,237.40	4,789.14
4		Profit before depreciation and amortisation expense, impairment loss, share of (loss)/profit of associates and tax expense	31,638.58	20,919.25
5		Depreciation and amortisation expense	7,903.10	7,981.53
6		Profit before impairment loss, share of (loss)/profit of associates and tax expense	23,735.48	12,937.72
7		Impairment loss	465.64	168.07
8		Profit before share of (loss)/profit of associates and tax expenses	23,269.84	12,769.65
9		Share of profit/(loss) of associates (net of income tax)	2.83	(5.45)
10		Profit before tax expense	23,272.67	12,764.20

('' in Million)
Sl. No. Particulars		December 31, 2022	December 31, 2021
11	Tax expense	7,503.70	5,828.79
12	Profit after tax expense	15,768.97	6,935.41
13	Non-controlling interests	1,382.52	1,133.83
14	Profit after tax expense after non-controlling interests	14,386.45	5,801.58
15	Add: Surplus at the beginning of the year	56,730.62	51,296.55
16	Total Available for appropriation	71,117.07	57,098.13
Appropriations:
17	Dividend including taxes	336.35	336.35
18	Transfer to general reserve	0.00	31.16
19	Surplus carried to the Balance Sheet	70,780.72	56,730.62

State of the Company''s Affairs

During the year under review, the Company achieved revenue of '' 541 million and net profit of '' 277 million on a standalone basis. During the same period, the consolidated revenue was '' 210,110 million and net profit was '' 14,386 million.

The global economy rebounded after the significant impact of Coronavirus (COVID-19) pandemic in 2021. Beginning 2022, pent-up demand resulted in robust sales of nearly all our products, helping us in generating strong revenues and EBITDA. However, by end of the year, new challenges emerged including whether an overtaxed global supply chain could keep up with rising demand and our ability to source key raw materials such as green petroleum coke and coal tar pitch in an increasingly tight market. Also, during the year, we have seen soaring energy costs in Europe, which impacted our performance to some extent. However, we have implemented proactive measures to minimise the risk to our production facilities in the western Europe in the event that the Russia-Ukraine conflict disrupts natural gas flows. We have also responded to high energy prices by hedging a good portion of our natural gas contracts into the second quarter, and we are pursuing measures to reduce the energy intensity of our plants and preserve the margins in our business in these extreme conditions.

Business Outlook Cautionary Statement

RAIN Industries Limited along with its subsidiary companies in India and abroad are together referred to as "RAIN Group" or "the Company".

Statements in this business outlook describing RAIN Group''s estimates and expectations may be forward-looking statements. Actual results may differ materially from those expressed or implied. Important factors that could impact RAIN Group''s operations include economic conditions affecting demand and supply for the products manufactured by RAIN Group; price conditions in the domestic and overseas markets in which RAIN Group operates; changes in government regulations, tax laws and statutes; and other incidental factors.

Overview

RAIN Group is one of the world''s largest producers of calcined petroleum coke and coal tar pitch. The Company operates in three key business verticals: Carbon, Advanced Materials and Cement. RAIN Group has 16 manufacturing facilities in seven countries across three continents and continues to grow through capacity expansions and mergers and acquisitions throughout the world across all business segments.

Our Carbon business segment converts the by-products of oil refining (i.e., green petroleum coke or "GPC") and metallurgical coke production (i.e., coal tar) into high-value carbon-based products [i.e., calcined petroleum coke (or "CPC"), coal tar pitch (or "CTP") and other carbon products (or "OCP")] that are critical raw materials for the aluminium, graphite, carbon black, wood preservation, titanium dioxide, refractory, and other global industries.

Our Advanced Materials business segment carries out the innovative downstream transformation of a portion of our carbon output, petrochemicals and other raw materials into high-value materials that are critical to the specialty chemicals, coatings, construction, automotive, petroleum, energy storage and other global industries.

Our Cement business segment produces high-quality ordinary Portland cement (or "OPC") and portland pozzolana cement (or "PPC") consumed largely by the civil construction and infrastructure industries within South India.

Our scale and process sophistication provide us the flexibility to capitalise on market opportunities by selecting raw materials from a wide range of sources across various geographies, adjusting the composition of our product mix and producing products that meet stringent customer specifications, including several specialty products.

Our global manufacturing footprint and our integrated worldwide logistics network have strategically positioned us to capitalise on market opportunities by addressing raw material supply and product demand on a global basis in both established (mainly North America and Europe) and emerging markets (mainly Asia and the Middle East).

Revenue and operating profit contributions from our three business segments for the year 2022 are as follows:

1. Carbon

Our Carbon business segment consists of calcined petroleum coke ("CPC"), coal tar pitch ("CTP") and derivates of coal tar distillation including carbon black oil, creosote oil, naphthalene oil, other aromatic oils and co-generated energy from waste-heat recovery.

This segment contributed approximately 74% of the consolidated revenue of RAIN Group for CY 2022.

The Carbon business converts the by-products of oil refining and metallurgical coke production into high-value, carbon-based products that are crucial for the manufacturing of aluminium, graphite, carbon black, wood preservation, titanium dioxide, refractory and other global industries.

Environment-friendly and energy-efficient practices have made RAIN Group''s Carbon business highly efficient and sustainable. The Carbon business co-generates energy

at five calcined petroleum coke plants with a combined power generation capacity of approximately 112 MW. Further, the Company has made substantial investments in flue-gas desulphurisation ("FGD") to reduce emissions at its Carbon segment''s plants in India and in the United States. These strategic investments give RAIN Group a competitive advantage in the CPC industry and play a critical role in our sustainability efforts.

1.1. Calcined Petroleum Coke ("CPC")

RAIN Group carries on the business of manufacturing and selling of CPC through its wholly owned subsidiaries in India and the USA. RAIN Group has six CPC manufacturing plants in the United States and two in India with an aggregate production capacity of approximately 2.4 million tonnes per annum.

CPC is produced from GPC, a granular black solid that is a by-product of the crude-oil refining process, through a process known as "calcining". This process removes moisture and volatile matter from the GPC at a very high temperature.

CPC is produced in two primary qualities:

(i) anode-grade CPC (a raw material essential to the aluminium smelting process), and

(ii) industrial-grade CPC (for use in the manufacturing of titanium dioxide and other industrial applications).

Anode-grade CPC represents approximately 78% of global CPC production, and industrial-grade CPC represents the remaining 22%. For every tonne of primary aluminium produced, approximately 0.4 tonnes of CPC is required.

Worldwide CPC production for CY 2022 was about 30.4 million tonnes, 72% of which was produced in China and North America, comprising 62% of global demand. China continues to play a dominant role in the CPC industry, and its share of the world''s CPC production is estimated to remain at 57-60% in the near term. China and North America will maintain a positive surplus. Due to a large gap between production and demand in the Middle East, Asian calciners are expected to increase their focus on the region for the surplus capacity.

As per recent industry estimates, worldwide demand for CPC reached 30.3 million tonnes in 2022, and it is expected to grow to 33.1 million tonnes by 2027, representing a CAGR of 1.8%. Worldwide production of CPC aggregated to 30.4 million tonnes in 2022, and it is expected to grow to 33.1 million tonnes by 2027, representing a CAGR of 1.7%.

At the same time, the availability of high-quality raw materials continues to be a challenge - especially low-sulphur, anode-grade GPC for our calcination business. In terms of GPC pricing, decreased Chinese GPC production has prompted China to import more GPC, triggering increased competition and higher costs on the seaborne market. We will be watching the Chinese production and energy situation, which could continue to experience volatility well into 2023.

In late 2021, CPC production at the vertical shaft calciner began to ramp up and during 2022 the plant ran available lines at high capacity and we have seen the positive response from the customers. Looking ahead, we continue to work with Indian authorities to secure a specific GPC import allocation for the vertical shaft calciner.

Regarding anhydrous carbon pellet (ACP) production facility, we are confident about the product and have supplied industrial trial samples to a few of our customers during the year, who have provided positive feedback and requested additional ACP to run follow-up trials. We believe that this proprietary and value-added calcinable product has a promising future, thanks to its energy-savings and emissions-reduction potential as well as its ability to improve our GPC utilisation. However, we view ACP as an evolving product, and it will take time to get to commercial output and contribution to the bottom line.

Threats & Challenges - CPC

The main, on-going threat for the CPC industry remains the availability of suitable-quality GPC. GPC is a byproduct of the oil refining process and is not produced to meet the supply needs or quality specifications of CPC or aluminium producers. Changes in the economics of processing sour crudes over the past 15-20 years have resulted in a trend towards refining more sour crudes. While petroleum refineries continue to build refining capacity (and therefore, indirectly increase GPC production), the global supply of traditional anode-grade GPC is expected to grow at a slower pace as refineries are processing more sour crude, which results in the production of lower-quality (fuel-grade) GPC. Thus, global CPC producers have experienced, and may continue to experience, a decline in the availability of high-quality anode-grade GPC. In addition, the global transition to electric vehicles could result in reduced demand for gasoline, thereby impacting the amount of available GPC, regardless of quality.

CPC quality directly influences anode quality in the performance of aluminium smelters. To meet the aluminium industry''s demand for consistent quality

of anode-grade CPC, RAIN Group works closely with smelters to expand existing quality specifications, allowing the use of more non-traditional anode coke ("NTAC") in blends for the production of anode-grade CPC without compromising on quality. RAIN Group''s patented Isotropic Coke Experiment ("ICE") technology is one method of utilising grades of GPC previously not considered acceptable to produce anode-grade CPC.

Our proprietary ACP is another product innovation to address the expected future shortfall in availability of anode-grade GPC.

It is expected that India will continue to lead CPC demand growth in the world (excluding China) as a result of capacity expansions by major aluminium producers in the country over next few years.

With the restrictions on the import of GPC by calciners and on the import of CPC by aluminium smelters, capped at 1.40 million tonnes per annum and 0.50 million tonnes per annum respectively by the Hon''ble Supreme Court of India, the additional requirement of both calciners and smelters will have to be met from domestic supplies within India. Further, the Hon''ble Supreme Court of India has directed the Ministry of Environment to finalise the standards of emissions from calciners during September 2019. The Ministry of Environment has issued the draft emission standards for calciners on May 31, 2022 and the final emission standards are not yet issued. RAIN Group - with its flue-gas desulphurisation systems at its existing calciner in Visakhapatnam and the new vertical-shaft calciner, is complying with the draft emission standards announced by the Ministry of Environment and RAIN Group is the only calciner in India that is complying with the draft emission standards regulations compared to all other calciners in India. However, in the absence of any favorable rulings we would not expect any increase in capacity utilisation during 2023.

Another threat which currently the market is viewing is about new inert anode technology replacing the carbon-anode technology. However, we are closely monitoring the technology developments in the experimental inert anode space. As we understand, inert anode technology still has some significant barriers to overcome before it could become a commercially viable alternative to carbon anode technology. For instance, it appears that the production of inert anodes requires a significantly higher energy-intensive process than carbon anodes. Developers will need to solve that issue before an inert anode could be commercially viable. Another significant challenge is that producers will need to construct new inert anode-specific smelters as it does not appear current smelters can be retrofitted. Obviously, producers

would need to make significant capital investments and work though the regulatory and technology challenges of building new smelters just to transition to an alternative anode product. At this point, we are in alignment with the industry''s current expectations that it will be 2030 or beyond before we see real progress. That said, there should be no immediate or midterm impact to Rain''s current business.

1.2. Coal Tar Pitch ("CTP") and Other Carbon Products

RAIN Group operates four coal tar distillation facilities in Belgium, Canada, Germany and Russia, with an aggregate primary coal tar distillation capacity of approximately 1.3 million tonnes per annum. Coal tar distillation is carried out in Belgium, Canada and Germany through wholly owned subsidiaries, and coal tar distillation is carried out in Russia through a joint venture.

Coal tar is a liquid by-product derived from the conversion of metallurgical coal into metallurgical coke. During this conversion, approximately 80% of the coal volume is processed into metallurgical coke. Metallurgical coke is an important reducing agent and energy source in blast furnaces that produce pig iron and steel. Consequently, the supply of coal tar is correlated to pig iron production, which, in turn, is driven by steel production.

Every tonne of metallurgical coke produced yields on average 0.04 tonnes of coal tar by-product. Coal tar is the main raw material in the coal tar distillation process. The coal tar distillation process can be categorised into two stages: (i) primary coal tar distillation ("primary distillation") and (ii) downstream processing of selected products of primary distillation into co-generated refined products ("downstream").

With a distillation yield of approximately 48%, CTP is the main end-product in the coal tar distillation business and therefore crucial for its growth. Coal tar distillation also yields naphthalene oil (approximately 12%) and aromatic oils (approximately 40%).

Coal Tar Pitch:

As per recent industry estimates, global demand for CTP aggregated to approximately 7.7 million tonnes in CY 2022. This is expected to grow to approximately 8.4 million tonnes by CY 2027, representing a CAGR of 1.7%. Global production of CTP aggregated to approximately 7.7 million tonnes in CY 2022 and is expected to grow to approximately 8.4 million tonnes by CY 2027, representing a CAGR of 1.7%.

Geographically, CTP production is led by China, followed by Europe and other Asian countries with these three markets having an estimated aggregate share of 93% during CY 2022.

Seventy-one percent of the world''s CTP production is used as an essential raw material required to produce carbon anodes for aluminium smelting. For every tonne of primary aluminium produced, approximately 0.1 tonne of CTP is required. Therefore, production of primary aluminium is an important determinant of demand for CTP. The second-largest CTP end-user, consuming approximately 10% of global production, is graphite electrode producers. Graphite electrodes are used in the manufacturing of steel, silicon metal, alloys, and other key global materials, using electric arc furnaces. Elsewhere, demand for CTP is increasing as a key component in the production of lithium-ion batteries and solar panels.

The aluminium industry is the largest consumer of calcined petroleum coke and coal tar pitch. Global demand for primary aluminium aggregated to approximately 68.9 million tonnes in CY 2022 and is expected to grow to approximately 76.1 million tonnes by CY 2027, representing a CAGR of 2.0%. Global production of primary aluminium aggregated to 69.1 million tonnes in CY 2022 and is expected to grow to 76.2 million tonnes by CY 2027, representing a CAGR of 2.0%.

Of the total production of Aluminium during CY 2022, it is estimated that 58% was from China, 13% from Europe (including Russia) and 9% from North America. Production of primary aluminium is growing in Asia (excluding China) and the Middle East, and these two markets contributed 6% and 5% of global primary aluminium production during CY 2022.

The demand for aluminium is expected to be driven by electrical conductors, construction, increased usage in automobiles and significant growth in the packaging industry.

Aluminium continues to chip away at steel''s position as the metal of choice for the automotive industry. Due to more stringent regulations and societal pressure to improve fuel economy, automobile manufacturers are increasing their use of lighter materials such as aluminium for the structural shell of vehicles as well as closing panels such as the hood, trunk and doors. Aluminium producers will continue to innovate with new alloys and production processes to meet the automotive industry''s demand.

Other Carbon Products (Naphthalene and other Aromatic Oils):

Naphthalene is used both in the production of dispersants by the construction industry, and as superplasticisers to produce concrete and gypsum. Therefore, demand for naphthalene is correlated to construction industry.

Naphthalene is also used in the production of phthalic anhydride (PA) as a substitute for ortho-xylene as it is more cost-effective. RAIN Group''s Advanced Materials segment produces phthalic anhydride, and a majority of the raw material (naphthalene) is supplied internally.

Aromatic oils, such as creosote oil and carbon black oil are sold to a variety of industries. Creosote oil is used by the wood-treatment industry for the impregnation and preservation of wood. The majority of this production is sold to the North American market as the European market has seen decreased demand due to environmental restrictions.

Carbon black oil is primarily sold to the carbon black industry, which produces carbon black for the tyre and rubber industries. Therefore, demand for our carbon black oil is dependent on these end industries.

Threats & Challenges - CTP and Other Carbon Products The main threat to the distillation business remains the on-going availability of reliable quantities of coal tar from the steel industry. With approximately 10% of global coal tar production coming from the EU''s 27 countries, the region''s supply of coal tar meets most of the coal tar requirements for RAIN Group''s distillation operations, which are located predominantly in Europe.

Steel production using electric arc furnaces is becoming more prevalent due to various factors including its superior technology and lower emissions compared to traditional blast furnaces. As a result, coal tar production is limited to the existing capacities of metallurgical coke ovens.

Although the aluminium industry has experienced production and consumption growth on a long-term basis, there may continue to be cyclical periods of weak demand that could result in decreased primary aluminium production. RAIN Group''s sales have historically declined during such cyclical periods of weak global demand for aluminium.

Increasing demand from traditional end customers as well as demand from more recent applications such as lithium-ion batteries and solar panels are gradually

tightening the global balance for supply of CTP. In the event of future coal tar and CTP shortages, petroleum pitch would be the most reliable alternative for the aluminium industry, as it can be blended with coal tar pitch for preparing the carbon anodes.

Naphthalene and aromatic oils (other by-products in primary distillation) are subject to the demand and supply dynamics of the construction and automotive industries and changes in prices of correlated commodities. Any decrease in prices of fuel oil and ortho-xylene could reduce margins and competitiveness of naphthalene and aromatic oils.

1.3. Co-generated Energy

RAIN Group is committed to environmental compliance at all of its facilities. As part of this commitment, RAIN Group has made significant investments in waste-heat recovery ("WHR") systems, primarily in the Carbon segment at its CPC plants, and additionally in the Advanced Materials and Cement segments. RAIN Group co-generates energy through waste heat recovered in the calcining process. Currently, RAIN Group has cogeneration energy plants at five Carbon segment CPC plants with an aggregate capacity of 112 MW.

The operation of these waste-heat recovery units reduces greenhouse gas emissions by offsetting the use of fossil fuels that otherwise would be required to produce an equivalent amount of energy. This significantly reduces RAIN Group''s carbon footprint.

As further evidence of RAIN Group''s commitment to the environment and sustainability, it has made substantial investments in flue-gas desulfurisation at its CPC plants in India and USA to significantly reduce the emission of Sulphur-dioxide to meet all regulatory requirements for air-quality standards.

Threats & Challenges - Energy

Energy production from CPC production is proportional to the waste heat produced during calcination process. The output is subject to the volume and quality of raw material being processed in calcination. Any decrease in capacity utilisation in calcination or change in raw material quality will directly influence the generation of energy. A substantial part of the energy produced is sold to external customers for industrial use.

Availability of alternate economical sources of energy, such as solar energy, to these industries in the future could cause a reduction in sales of energy by RAIN Group.

A trend of moderating tariffs in India continues to impact revenues from the sale of energy. Part of the energy generated at our CPC plants, as well as our phthalic anhydride and cement operations, is captively used to power those operations, mitigating the risk of fluctuating energy tariffs. Energy revenues in USA are less subject to fluctuations as much of these sales are under long-term agreements with fixed prices.

2. Advanced Materials

RAIN Group is a global leader in the production of advanced materials through the innovative downstream transformation of a portion of our carbon output, petrochemicals and other raw materials into high-value materials that are critical to the specialty chemicals, coatings, construction, automotive, petroleum and other global industries. RAIN Group operates advanced materials production facilities in Belgium, Germany, Canada and Poland.

RAIN Group produces 0.65 million tonnes of advanced materials product per annum. Its products have applications ranging from rubber tyres to adhesive, and from energy storage to pharmaceutical products. To expand and diversify the segment, RAIN Group now operates a hydrogenated hydrocarbon resins ("HHCR") plant at its integrated carbon and advanced materials site in Castrop-Rauxel, Germany with an initial capacity of 30,000 tonnes. This plant will produce various advanced resin products with full flexibility of operations using special proprietary and patented technology of RAIN Group.

RAIN Group produces advanced materials in two parallel production processes:

- Downstream processing and refining of aromatic distillates

- Petroleum derivatives, such as C9 and C10, which serve as raw materials for the production of a range of advanced material products

About 19% of RAIN Group''s consolidated revenue for CY 2022 was from this segment. The Advanced Materials business can be classified broadly into three sub-product categories: engineered products, chemical intermediates and resins.

2.1. Engineered Products

RAIN Group''s innovative CARBORESÂ® binder, an engineered pitch product, combines the advantages of coal tar pitch products and phenolic resins. Coal tar pitch contains polycyclic aromatic hydrocarbons (PAHs)

that require special safety precautions during its use. CARBORESÂ® is a substitute binder used in carbon-containing refractory products and graphite products, created with reduced concentration of PAHs. While designed for refractory products, the chemical profile of CARBORESÂ® also allows it to be substituted for standard coal tar pitch in other applications.

The Company''s portfolio of engineered products also includes PETRORESÂ®, which is used in specialty applications such as lithium-ion batteries and energy storage.

2.2. Chemical Intermediates

Our main chemical intermediates are BTX products (Benzene, Toluene and Xylene) and Phthalic Anhydride. BTX is produced from the secondary distillation of crude benzene, a liquid by-product derived during the conversion of metallurgical coal into metallurgical coke used for pig iron and steel production. Substantially all of the crude benzene we use as raw material is procured from third parties. Benzene, Toluene and crude Xylene are critical inputs for several chemical-based substances, including solvents for inks and paints. Our main naphthalene derivative product is Phthalic Anhydride (PA), which is used in construction, plastics and as specialty chemicals in other industries.

2.3. Resins

RAIN Group manufactures aromatic hydrocarbon resins and hydrogenated hydrocarbon resin products based on either petrochemical or coal tar distillate raw materials. Coal tar based resins are used primarily for applications in coatings and rubber tyres while petrochemical based resins are used primarily for applications in adhesives and printing inks. The Company introduced a family of colourless resins used in colour-sensitive applications such as tape and book bindings.

The Company also produces phenolics, which are used for applications in leather treatment, electric wire enamels and pharmaceuticals.

In addition, the waste heat generated by the Company''s exothermic PA production process is captured and converted into steam for in-house use as a sustainable alternative to generating steam from additional fossil fuels.

Outlook

In 2023, we expect to benefit from increasing demand for our CARBORESÂ® engineered product, which is used in refractory and graphite products, as well as our PETRORESÂ® specialty coating for lithium-ion batteries.

We also anticipate that sales volumes of the rest of our Advanced Materials products will remain stable, with Resins business having good demand.

A particular focus in the coming year will be on optimising the productivity of our HHCR facility. Due to unprecedented increase in the energy prices, we temporarily shut-down the plant in September 2022. However, with energy prices softening beginning 2023, we are evaluating the scenarios to re-start the plant at the earliest.

As with the Carbon distillation business, this segment faces the continued challenge of coal tar availability and rising cost for the raw material. Moreover, soaring energy prices in Europe could remain an issue in the near term as process of these segment products are more energy intensive compared to our distillation products.

In response, we are pursuing measures to reduce the energy intensity of our plants and preserve the margins in our business to the extent possible in these extreme conditions.

Threats & Challenges - Advanced Materials

Key threats to RAIN Group''s Advanced Materials business are volatility in commodity prices and Chinese competition. The price of crude benzene, C9 and C10 fractions largely depend on the price of crude and fuel oil. Tariffs implemented by the United States have caused Chinese products to compete in the European market.

We expect this to continue until a comprehensive trade agreement between the two countries is finalised.

RAIN Group tries to mitigate its pricing and procurement risks through an integrated global management of sales and procurement, optimised processes and long-term agreements with suppliers to ensure reliable sourcing of raw materials.

The quarterly operating results fluctuate due to a variety of factors that are outside our control, including inclement weather conditions, which in the past have affected operating results. Historically, our operating results have been lower in the first and fourth quarters as compared to the second and third quarters partly due to the seasonality of certain products sold in Europe and North America that are not in high demand in cold weather. We are working to pass the unprecedently increased energy costs as well as increasing raw material costs to our customers. We have also hedged energy costs partially to reduce the impact in the coming year.

3. Cement

RAIN Group has two integrated cement plants, one each in the states of Telangana and Andhra Pradesh, India with an aggregate installed capacity of 4 million tonnes per annum. About 7% of the consolidated revenue of RAIN Group for CY 2022 was from the Cement business segment.

RAIN Group''s cement plants manufacture two grades of cement: ordinary portland cement ("OPC") and portland pozzolana cement ("PPC"). The plants are strategically located near the primary raw material source of limestone. Of the total cement produced, PPC grade accounts for about 75% and OPC grade about 25%.

RAIN Group has been working constantly to reduce the output cost by introducing efficient energy measures, such as waste-heat recovery power plants and the use of fuel-grade green petroleum coke to heat the furnace at our cement plants. Stringent standards stipulated by Bureau of Indian Standards (BIS) are applied in cement production to attain consistency in quality.

The major costs in the production of cement are (a) power and fuel and (b) freight and transportation, which constituted 36% and 26% respectively of total revenues during CY 2022.

RAIN Group constantly works to improve efficiencies in logistics, such as entering long-term contracts with transport contractors for transporting cement to all dealers spread across South India. The downside risk is that any increase in fuel prices could adversely affect freight costs.

The Cement business segment consumes up to 29MW of electricity. RAIN Group supplements these segment''s power requirements with electricity generated at its CPC plant in Visakhapatnam and from two waste-heat recovery power plants with an aggregate capacity of 11 MW in the Kurnool and Suryapet cement plants. Since 2020, we are investing in Solar Power Plants to meet the requirement of electricity in our Cement business and set-up a cumulative Solar Power Plant capacity of 16 MW. We plan to install additional 2 MW in 2023. With these measures, the Company generates significant savings in its energy costs.

Cement Industry Growth in India

India is the second largest cement producer in the world and accounted for over 7% of the global installed capacity. The Indian cement industry was estimated to have a total production capacity of ~550 million tonnes in 2022 and is expected to add 80 million tonnes of capacity by FY24. India''s overall cement production accounted for 356 million tonnes (MT) in FY22 and 294 million tonnes (MT) in FY21. Cement is a cyclical commodity with a high correlation to GDP. The Indian housing sector, including the low-cost and affordable housing segment, accounts for close to two thirds of total consumption. The other major consumers of cement include infrastructure at 20% and the rest by industrial capex.

As per the report published by a Rating Agency, the country''s cement production will climb by around 6%-8% over fiscal years 2023 and 2024, following a 21% jump for the fiscal year ended March 2022. A growing housing sector, which typically accounts for 60%-65% of India''s cement consumption, will remain a key demand driver. Also, continued large investments in roads and infrastructure projects will fuel cement demand. India built 12,000 kilometres of highways in 2022 alone and this momentum will continue in 2023 and 2024, supported by various government initiatives. While cement demand remained solid in the world''s second-largest cement market for most of fiscal 2023, profitability slid sharply, largely owing to elevated costs of pet coke, coal and diesel. A sequential, quarter-on-quarter, decline in these costs will prevent a further sharp decline in profitability.

In the Union Budget 2023-24, the government has allocated $1.8 billion for the creation of safe housing, clean drinking water and sanitation, and increasing road and telecom connectivity, among other initiatives. The government has also allocated $9.6 billion to address urban housing shortages.

Due to the increasing demand in various sectors such as housing, commercial construction and industrial construction, cement capacity utilisation on a pan-India basis is expected to improve steadily over next few years. In particular, demand is expected to be boosted by infrastructure development in Tier-2 and Tier-3 cities, driven by government initiatives such as Pradhan Mantri Awas Yojana (PMAY), Smart Cities Mission and Swachh Bharat Abhiyan.

Cement, being a bulk commodity, is freight-intensive, and transporting it over long distances can be costly.

This has resulted in cement being largely a regional play, with the industry being divided into five main regions in India: North, South, West, East and Central. The southern states of Andhra Pradesh, Telangana, Tamil Nadu and Karnataka together account for nearly one third of the country''s total installed capacity.

Current Position

The physical and chemical transformation process which take place during the production of any cement clinker releases CO2. In response, RAIN Group has invested heavily in a combination of CO2-offsetting, power-generation systems in our Cement segment. We have done this through a combination of constructing photovoltaic solar power panels and implementing waste-heat recovery power plants, similar to those used at the calcination plants in our Carbon segment. The adoption of these environmentally favorable, captive power-generation technologies enabled us to significantly reduce our greenhouse gas emissions by reducing our reliance on electricity from the grid in India, where most power is generated from high CO2-emitting coal.

Near Future

Looking ahead, cement demand will continue to be closely linked to economic growth. Today, India is the fastest-growing major economy in the world. Global bodies such as the International Monetary Fund and the World Bank maintain that India''s GDP will grow faster than other major countries during the next few years. While India''s economy still must recover to pre-pandemic levels, think tanks expect India to grow at a rapid pace on the back of carefully curated policy interventions from the government addressing inflation, unemployment and other key economic issues.

Higher allocation for infrastructure- US$ 26.74 billion in roads and US$ 18.84 billion in railways in Union Budget FY 2022-23, is likely to boost demand for cement.

Threats & Challenges - Cement

In spite of increase in demand and production for Cement in the recent past, the cost of the power, fuel and freight required to meet this increased demand are expected to rise, which would impact operating margins.

Listing of Equity Shares

The Company''s equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2022-23.

the Company for the Financial Year ended December 31, 2022 is '' 73,575.09 Million as compared to '' 59,524.99 Million for the previous Financial year ended December 31, 2021.

Number of Meetings of the Board of Directors

During the year, five Board meetings were held.

The dates on which the Board meetings were held are February 25, 2022, May 4, 2022, July 29, 2022, August 29,

2022 and November 3, 2022.

Details of the attendance of the Directors at the Board meetings held during the Year ended December 31, 2022 are as follows:

	Number of Board Meetings
Name of the Director	Held	Attended
Mr. N. Radhakrishna Reddy	5	5
Mr. Jagan Mohan Reddy Nellore	5	5
Mr. N. Sujith Kumar Reddy	5	4
Ms. Radhika Vijay Haribhakti	5	5
Ms. Nirmala Reddy	5	5
Mr. Varun Batra	5	5
Mr. Brian Jude McNamara	5	5
Mr. Robert Thomas Tonti	5	5

Subsidiary Companies

The Subsidiary Companies situated in India and Outside India continue to contribute to the overall growth in revenues and overall performance of the Company.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/Joint Ventures in Form AOC-1 is annexed to this Board''s Report as Annexure - 1.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s website and can be accessed at the Web-link: https://rain-industries. com/investors/#policies

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures

As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended December 31, 2022 is annexed to this Board''s Report as Annexure - 2.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

The Consolidated Financial Statements for the financial Year ended December 31, 2022 forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website www.rain-industries. com and a copy of separate Audited Financial Statements of its Subsidiaries will be provided to shareholders upon their request.

Share Capital

The Paid-up Share Capital of the Company as on December 31, 2022 is '' 672,691,358 divided into 336,345,679 Equity Shares of '' 2 each fully paid up.

Variations in Net worth

The Standalone Net worth of the Company for the Financial Year ended December 31, 2022 is '' 2,443.81 Million as compared to '' 2,502.69 Million for the previous Financial year ended December 31, 2021 and the Consolidated Net worth of

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and provides details of the overall Industry structure and developments, Opportunities and Threats, Segment-wise or product-wise performance, Outlook,

Risks and concerns, Internal control systems and their adequacy, financial performance with respect to operational performance and state of affairs of the Company''s various businesses viz., Carbon, Advanced Materials, Cement along with Material developments in Human Resources / Industrial Relations front, including number of people employed and details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations, details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof and Disclosure of Accounting Treatment during the Financial Year.

Directors'' Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company as on December 31, 2022 and of Profit and Loss Account of the Company for that period;

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

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended December 31, 2022 on a going concern basis;

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

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

Statement on Declaration given by Independent Directors under Section 149

The Independent Directors have submitted declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Independent Directors:

Ms. Radhika Vijay Haribhakti, Chairperson, Ms. Nirmala Reddy, Mr. Varun Batra, Mr. Brian Jude McNamara and Mr. Robert Thomas Tonti.

- Brief description of the terms of reference:

- formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

- For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate

the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agency if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitments of the candidates.

- formulation of criteria for evaluation of performance of independent directors and the board of directors;

- devising a policy on diversity of board of directors;

- identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal;

- whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

- recommend to the board, all remuneration, in whatever form, payable to senior management.

Nomination and Remuneration Committee meetings

During the period from January 1, 2022 to December 31, 2022, Nomination and Remuneration Committee Meeting was held on November 3, 2022.

Attendance at the Nomination and Remuneration Committee Meeting

		Number of Meetings
Name of the Director	Designation	Held	Attended
Ms. Radhika Vijay Haribhakti	Chairperson	1	1
Ms. Nirmala Reddy	Member	1	1
Mr. Varun Batra	Member	1	1
Mr. Brian Jude McNamara	Member	1	1
Mr. Robert Thomas Tonti	Member	1	1

Particulars of Loans, Guarantees, Securities or Investments under Section 186

The details of Loans, Guarantees, Investments and Security made during the Financial Year ended December 31, 2022 is given in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the same is annexed to the Board''s Report as Annexure - 3.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All the related party transactions are approved by the Audit Committee and Board of Directors.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended December 31, 2022 in prescribed Form AOC-2 is annexed to this Board''s Report as Annexure - 4.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is https://www.rain-industries.com/ investors/#shareholders-information.

Transfer of amount to Reserves

The Board of Directors do not propose to transfer any amount to General Reserve for the Financial Year ended December 31, 2022. An amount of '' 397.38 Million is retained in the retained earnings.

Dividend

The Board of Directors of the Company at their Meeting held on July 29, 2022 have declared an Interim Dividend of INR 1/-per Equity Share i.e., 50% on face value of INR 2/- per Equity Share fully paid up for the financial Year ended December 31, 2022 and same was paid to the shareholders and no further dividend has been recommended for the Financial Year ended December 31, 2022.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy.

Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy to determine the distribution of dividend in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). The Dividend Distribution Policy is available on the Company''s website, at https://www.rain-industries.com/ investors/#policies.

Annual Return

Annual Return in Form MGT-7 is available on the Company''s website, the web link for the same is https://rain-industries. com/investors

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed to this Board''s Report as Annexure - 5.

Risk Management Committee

The Risk Management Committee consists of the following Directors:

Mr. Jagan Mohan Reddy Nellore, Chairman,

Mr. N. Sujith Kumar Reddy, Member and Mr. Brian Jude McNamara, Member.

Mr. T. Srinivasa Rao is the Chief Risk Officer and Mr. S. Venkat Ramana Reddy acts as Secretary to the Committee.

The Company has adequate internal control systems and procedures to combat risks. The Risk management procedures are reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of the Quarterly Financial Results of the Company.

Brief description of terms of reference

1. To formulate a detailed Risk Management Policy which shall include:

a. A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly Environment, Social and Governance related risks), information, cyber security risks or any other risk as may be determined by the Committee.

b. Measures for risk mitigation including systems and processes for internal control of identified risks.

c. Business continuity plan.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of following Directors:

Mr. N. Sujith Kumar Reddy, Chairman, Mr. N. Radhakrishna Reddy, Member, Mr. Jagan Mohan Reddy Nellore, Member and Ms. Nirmala Reddy, Member (Independent Director).

During the Financial Year, Stakeholders Relationship Committee Meetings were held on April 25, 2022 and October 20, 2022.

Attendance at Stakeholders Relationship Committee Meeting:

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee;

7. The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

Risk Management Committee Meetings

During the Financial Year, Risk Management Committee

Meetings were held on February 18, 2022, July 21, 2022 and

October 20, 2022.

Attendance at the Risk Management Committee

Meeting:

		Number of Meetings
Name of the Director	Designation	Held	Attended
Mr. Jagan Mohan Reddy Nellore	Chairman	3	3
Mr. N. Sujith Kumar Reddy	Member	3	3
Mr. Brian Jude McNamara	Member	3	3

Corporate Social Responsibility (CSR)

Corporate Social Responsibility reflects the strong commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large.

The Company believes in undertaking business in a way that will lead to overall development of all stakeholders and society.

The Board of Directors of the Company have constituted a Corporate Social Responsibility Committee comprising of the following Directors:

Mr. Jagan Mohan Reddy Nellore, Chairman, Mr. N. Sujith Kumar Reddy, Member and Ms. Nirmala Reddy, Member (Independent Director).

Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee.

During the year, the Company has spent '' 1 Million on CSR activities.

The Company along with its subsidiaries in India has spent an amount of '' 223.81 Million towards CSR activities during last 3 years.

A report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Board''s Report as Annexure - 6.

During the Financial Year, Corporate Social Responsibility Committee Meeting was held on April 25, 2022.

Attendance at the Corporate Social Responsibility Committee Meeting:

		Number of Meetings
Name of the Director	Designation	Held	Attended
Mr. Jagan Mohan Reddy Nellore	Chairman	1	1
Mr. N. Sujith Kumar Reddy	Member	1	1
Ms. Nirmala Reddy	Member	1	1

Name of the Director	Designation	Number of Meetings Held Attended
Mr. N. Sujith Kumar Reddy	Chairman	2	2
Mr. N. Radhakrishna Reddy	Member	2	2
Mr. Jagan Mohan Reddy Nellore	Member	2	2
Ms. Nirmala Reddy	Member	2	2

Terms of Reference

(i) Resolving the grievances of the security holders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, non-receipt of new/duplicate certificates, etc.

(ii) Review of measures taken for effective exercise of voting rights by shareholders.

(iii) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

(iv) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Share Transfer Committee

The Share Transfer Committee consists of following Directors:

Mr. N. Sujith Kumar Reddy, Chairman, Mr. N. Radhakrishna Reddy, Member and Mr. Jagan Mohan Reddy Nellore, Member.

The Committee meets every week/15 days to oversee and review all matters connected with the securities transfers and review the performance of the Registrar and Transfer agents and recommends measures for overall improvement in the quality of investor services.

Mechanism for Evaluation of the Board

Pursuant to the provisions of the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004, dated January 5, 2017, the Company has adopted the criteria recommended by the SEBI.

The Directors were given Six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Board of Directors have appointed Mr. DVM Gopal, Practicing Company Secretary as scrutinizer for Board evaluation process.

The Directors have sent the duly filled forms to Mr. DVM Gopal after evaluation.

Mr. DVM Gopal based on the evaluation done by the Directors, has prepared a report and submitted the Evaluation Report.

The Chairperson based on the report of the scrutinizer has informed the rankings to each Director and also informed that based on the Evaluation done by the Directors and also report issued by Mr. DVM Gopal, the performance of Directors is satisfactory, and they are recommended for continuation as Directors of the Company.

Familiarization programmes imparted to Independent Directors

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new NonExecutive Directors on matters related to the Company''s values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

Senior management personnel of the Company make presentations to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors on Financial Statements and Internal Controls. They will also make presentation on regulatory changes from time to time.

The details of the familiarisation programme are available on the website: https://www.rain-industries.com/

Directors

The Shareholders of the Company have approved the re-appointment of Mr. Varun Batra (DIN: 00020526), as an Independent Director of the Company for a period of 5 years i.e., from February 28, 2023 to February 27, 2028.

The Board of Directors of the Company at their meeting held on February 27, 2023 have appointed Ms. B. Shanti Sree (DIN: 07092256) as an Independent Director for a term of 5 years i.e., from February 28, 2023 to February 27, 2028 and the same is being placed before the shareholders of the Company in this 48^th Annual General Meeting for their approval.

Mr. Nirmala Reddy is ceased to be an Independent Director of the Company with effect from February 28, 2023 consequent to completion of her second term as an Independent Director.

Except the above, there has been no change in the Board of Directors during the Financial Year ended December 31, 2022.

Mr. N Sujith Kumar Reddy, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. N. Radhakrishna Reddy - Managing Director Mr. T. Srinivasa Rao - Chief Financial Officer

Mr. S. Venkat Ramana Reddy - Company Secretary

Meeting of Independent Directors

A separate meeting of the Independent Directors was held under the Chairmanship of Mr. Varun Batra, Independent Director on November 3, 2022, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non-Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Online Proficiency Self-Assessment Test

All Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).

Confirmation and Opinion of the Board on Independent Directors

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and

without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

Board Diversity

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture. The Policy on diversity is available on the Company''s website and can be accessed on web link at https://www.rain-industries.com/investors/#policies.

Statement of particulars of appointment and remuneration of managerial personnel

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Board''s Report as Annexure - 7.

Directors and Officers Insurance (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (''D&O'') for all its Directors and members of the Senior Management.

Code of Conduct

Board of Directors have adopted and oversee the administration of the RAIN Group''s Code of Business Conduct and Ethics (the ''Code of Conduct''), which applies to all Directors, Officers and Employees of Rain Industries Limited and its subsidiaries (collectively, the ''RAIN Group'').

The Code of Conduct reflects the Group''s commitment to doing business with integrity and in full compliance with the law and provides a general roadmap for all the Directors, Officers and Employees to follow as they perform their day-to-day responsibilities with the highest ethical standards.

The Code of Conduct also ensures that all members of RAIN Group perform their duties in compliance with applicable laws and in a manner that is respectful of each other and the RAIN Group''s relationships with its customers, suppliers

and shareholders, as well as the communities and regulatory bodies where the Group does business.

Deposits

The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Statutory Auditors

M/s. BSR and Associates LLP, (ICAI Regn. No.116231W/W-100024), Chartered Accountants has been the Auditors of the Company for a period of two consecutive terms. Pursuant to Section 139 of the Companies Act,

2013, an audit firm which has completed two terms of five consecutive years cannot be re-appointed as the Auditor of the Company. Accordingly, the two terms of five consecutive years of the present auditors expires at the conclusion of the forthcoming 48^th Annual General Meeting. The Board of Directors of the Company based on the recommendation of the Audit Committee, propose the appointment of M/s. S.

R. Batliboi & Associates LLP, Chartered Accountants, (FRN: 101049W/E300004) as the Statutory Auditors of the Company.

The Company has received a written consent, eligibility letter and other necessary declarations and confirmations from M/s. S. R. Batliboi & Associates LLP, stating that they satisfy the criteria provided under Section 141 of the Companies Act, and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

If approved by the Members, the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors will be for a period of five consecutive years commencing from the conclusion of 48^th Annual General Meeting till the conclusion of the 53^rd Annual General Meeting.

Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimer made by BSR & Associates LLP, Chartered Accountants (ICAI Regn. No.116231W/W-100024), Statutory Auditors in their report for the Financial Year ended December 31, 2022.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed DVM & Associates LLP, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended December 31, 2022.

The Secretarial Auditors Report issued by DVM & Associates LLP, Practicing Company Secretaries in Form MR-3 is annexed to this Board''s Report as Annexure - 8.

The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks or disclaimer.

Secretarial Audit of Material Unlisted Indian Subsidiaries

The Material Unlisted Subsidiaries of your Company i.e., Rain Cements Limited (RCL) and Rain CII Carbon (Vizag) Limited (RCCVL) undertakes Secretarial Audit every year under Section 204 of the Companies Act, 2013. The Secretarial Audit of RCL and RCCVL for the Financial Year ended December 31, 2022 was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of RCL issued by Mr. Vikas Sirohiya, Practicing Company Secretary, partner at P S. Rao and Associates, Practicing Company Secretaries and Secretarial Audit Report of RCCVL issued by Mr. DVM Gopal, partner at DVM & Associates LLP, Practicing Company Secretaries does not contain any qualification, reservation or adverse remark or disclaimer.

The Secretarial Auditors Report of RCL and RCCVL in Form MR-3 are annexed to this Board''s Report as Annexure - 8A and Annexure - 8B.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended December 31, 2022 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. DVM Gopal, Practicing Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and same is annexed to this Board''s Report as

Annexure - 8C.Board''s response on Auditor''s qualification, reservation or adverse remarks or disclaimer made.

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the Practicing Company Secretary in the Secretarial Audit Report for the year.

Internal Auditors

The Board of Directors of the Company has appointed Ernst & Young LLP as Internal Auditors to conduct Internal Audit of the Company for the Financial Year ended December 31, 2022. Further, the Company has an in-house internal audit department to carry-out extensive internal audits and special management reviews of all operating subsidiary Companies in India, Europe and United States of America.

Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Audit Committee

The Audit Committee consists of the following Members (all are Independent Directors):

Ms. Radhika Vijay Haribhakti, Chairperson, Mr. Varun Batra, Member, Mr. Brian Jude McNamara, Member and Mr. Robert Thomas Tonti, Member.

There has been no such incidence where the Board has not accepted the recommendation of the Audit Committee during the year under review.

Six Audit Committee Meetings were held during the Financial Year ended December 31, 2022. The maximum time gap between any two meetings was not more than one hundred and twenty days.

The Audit Committee meetings were held on February 24, 2022, May 3, 2022, July 28, 2022, August 29, 2022, September 19, 2022 and November 2, 2022.

Attendance at the Audit Committee Meetings

		Number of Meetings
Name of the Director	Designation	Held	Attended
Ms. Radhika Vijay Haribhakti	Chairperson	6	6
Mr. Varun Batra	Member	6	6
Mr. Brian Jude McNamara	Member	6	6
Mr. Robert Thomas Tonti	Member	6	6

Corporate Governance

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximise shareholder value.

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding

compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Vigil Mechanism (Whistle Blower Policy)

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company''s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimisation of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website i.e., https://www. rain-industries.com/assets/pdf/ril-whistle-blower-poli cy-10-11-2015_20180725124703.pdf.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company are covered under the Whistle Blower Policy.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, unclaimed dividend amount of '' 46,17,360 of the Company for the Financial Year ended December 31, 2015 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013 on September 19, 2022.

During the year, 4,97,439 equity shares were transferred to IEPF.

The Company has transferred an amount of '' 31,78,211 towards dividend to IEPF on the shares which were already transferred to IEPF.

Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:
Sl. No.	For the Financial year ended	Percentage of Dividend	Date of Declaration	Due date for transfer to IEPF
1	December 31, 2016 (Interim dividend)	50%	August 13, 2016	September 14, 2023
2	December 31, 2017 (Interim dividend)	50%	August 11, 2017	September 10, 2024
3	December 31, 2017 (Final dividend)	50%	May 11, 2018	June 10, 2025
4	December 31, 2018 (Interim dividend)	50%	November 14, 2018	December 13, 2025
5	December 31, 2019 (Interim dividend)	50%	November 13, 2019	December 12, 2026
6	December 31, 2020 (Interim dividend)	50%	October 30, 2020	December 5, 2027
7	December 31, 2021 (Interim dividend)	50%	October 30, 2021	December 3, 2028
8	December 31, 2022 (Interim dividend)	50%	July 29, 2022	September 1, 2029

Unclaimed Equity shares held in the suspense account are maintained with Stock Holding Corporation of India Limited, G6-G10, East Block, Swarna Jayanthi Commercial Complex, Ameerpet, Hyderabad - 500002, Telangana State, India, vide Client ID: IN301330 and DP ID: 40195702

In Compliance with SEBI Circulars SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 and SEBI/ HO/MIRSD/PoD-1/OW/P/2022/64923 dated December

30, 2022, the Company has opened "Rain Industries Limited Unclaimed Securities Suspense Escrow Account" to transfer the unclaimed securities.

Insurance

All properties and insurable interests of the Company have been fully insured.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineates the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of the Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across the Company at all times.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of the Companies Act, 2013, (the ''Act'') and other relevant provisions of the Act.

The Company maintains all its records in ERP (SAP)

System and the workflow and approvals are routed through ERP (SAP).

The Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organisation is in accordance with the approved policies of the Company. In every Quarter, while approval of Financial Statements, the Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations. The reports of in-house internal auditors are reviewed by the audit committees of respective subsidiary companies and the minutes of the meetings and key observations of the in-house internal audit team are reported to the Audit Committee of the Company on a quarterly basis.

The Board of Directors of the Company have adopted various policies such as Related Party Transactions Policy, Whistle Blower Policy, Material Subsidiaries Policy, Corporate Social Responsibility Policy, Anti-Corruption and Anti Bribery policy, Risk Management Policy, Dissemination of material events Policy, Documents preservation policy, Monitoring and Reporting of Trading by Insiders, Code of Internal Procedures and conduct for Regulating, monitoring and reporting of trading by Insiders, Code of Practices and Procedures for Fair Disclosures, Policy on Prevention of Fraud and Internal Financial Control Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company recognises Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Control may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Names of Companies, which have become or ceased to be Company''s Subsidiaries, Joint Ventures or Associate Companies during the year

During the year under review, Rain Carbon Holdings LLC, a Wholly Owned Subsidiary has merged with Rain Carbon Inc., a Wholly Owned Subsidiary.

Change in the nature of business

There has been no change in the nature of business of the Company.

The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which occurred between the Financial Year ended December 31, 2022 to which the Financial Statements relates and the date of signing of this report.

Financial Year of the Company

The Company has wholly owned subsidiary Companies situated in India and outside India. The Companies situated outside India follow the Financial Year from January 1 to December 31 and they contribute significant revenue to the consolidated revenue of the Company and their statutory financials, tax filings are also made on this basis in the respective jurisdictions where they are registered. A

common Financial Year of the Company and its Subsidiary Companies has synergies in closing of accounts, compilation and disclosure of data, internal control assessment and audit thereof and preparation of Consolidated Financial Statements, hence, the Company is following the Financial Year from January 1 to December 31.

The Company Law Board vide its order dated October 16, 2015 permitted the Company to follow the Financial Year from January 1 to December 31.

Business Responsibility and Sustainability Report

The ''Business Responsibility and Sustainability Report (BRSR) of your Company for the year ended December 31, 2022 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure - 9.

Credit Rating

India Ratings and Research has revised Rain Industries Limited''s (the Company) Outlook to Stable from Negative while affirming the Long-Term Issuer Rating at ''IND A/Stable''.

Nomination and Remuneration Policy

In pursuance of the Company''s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and Employees of the Company, to harmonise the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as

amended from time to time, the policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated.

Nomination and Remuneration policy of the Company forms part of this Annual Report and the policy is also available on the Company''s website at: https://rain-industries.com/ investors/#policies as Annexure - 10.

Human Resources

The Company believes that the quality of its employees is the key to its success and is committed to providing necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements.

Industrial relations during the year continued to be cordial and the Company is committed to maintain good industrial relations through effective communication, meetings and negotiation.

Prevention of Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaints during the year.

The Company regularly conducts awareness programs for its employees.

The following is a summary of sexual harassment complaints received and disposed off during the year:
S. No.	Particulars	Status of the No. of complaints received and disposed off
1	Number of complaints on Sexual harassment received	Nil
2	Number of Complaints disposed off during the year	Not Applicable
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees
5	Nature of action taken by the employer or district officer	Not Applicable

Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

Initiatives for Stakeholder and Customer relationship

The Company has an effective Investor Relations Program ("IR") through which the Company continuously interacts with the investor community across various channels (Periodic Earnings Calls, Individual Meetings, Participation in One-on-One interactions and group meetings). The Company ensures that critical information about the Company is available to

all the investors by submitting all such information to the Stock Exchanges and also uploading the information on the Company''s website under the Investors section.

The Company strives to adopt emerging best practices in IR and building a relationship of mutual understanding with investors and analysts.

We place our customers at the center of everything we do, aiming to provide relevant products effortlessly through the channels they choose. Development and investment of robust customer relationship management structures can be very costly. Rain has, therefore, taken great care in recognising the processes and frameworks that require attention to meet the targets of greater efficiency. It requires us to spend significant management time but at the same time, leads to better business and a better brand.

Customer satisfaction is the most important measure of success in our industry. All the effort we put in everyday gets translated into our high Customer retention and repeat customer volume. We reach out to key influencers from our customers to get their feedback about our products. In addition, we seek inputs on their future roadmap and priorities. This helps us measure the health of our relationships with our customers and what we can do to add value.

Environment, Health and Safety

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment to be part of the Company''s DNA.

In line with the ''Go Green'' philosophy, the Company is continuously adopting new techniques to eliminate and minimise the environmental impact. Various projects have been implemented by the Company to use alternate sources of energy wherever possible.

The Company does not just talk about ''Sustainability'', it follows in true letter and spirit; Sustainability is about how RAIN operates. RAIN strives to promote Circular Economy and deliver Societal Value. RAIN''s approach is to innovate, collaborate and educate communities.

With an intensive focus on safety, we have achieved decline in our total recordable injury rate (TRIR).

We firmly believe that we can progress only as fast as the successful implementation and acceptance of our safety programmes and initiatives.

Our aim is to build a more mature and sustainable safety culture that will allow us to increase our productivity and operational discipline and facilitate highly competitive organic growth.

Our safety culture is centrally driven with a global Safety, Health and Environment (SHE) organisation steering our Company-wide programmes.

Occupational health is a key aspect of Rain''s safety activities. Currently, there are several health programmes initiated at each site and location, including global health days with dedicated initiatives.

Process safety is an integral part of our mission to operate in the safest manner possible by increasing the efficiency and reliability of our operations.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. S.

Venkat Ramana Reddy, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

Reconciliation of Share Capital Audit

As required by the SEBI Listing Regulations, quarterly audit of the Company''s share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretary''s Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.

Acknowledgements

We express our sincere appreciation and thank our valued Shareholders, Customers, Bankers, Business Partners/ Associates, Financial Institutions, Insurance Companies,

Central and State Government Departments for their continued support and encouragement to the Company. We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen at all levels.

Dec 31, 2018

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report and the Audited Financial Statements for the Financial Year ended December 31, 2018.

FINANCIAL RESULTS A) Standalone

The Standalone performance for the Financial Year ended December 31, 2018 is as under:

The financial summary

(In Rs, million)

Sl No	Particulars	December 31, 2018	December 31, 2017
1.	Revenue from operations	1,053.53	596.21
2.	Profit before finance cost, depreciation and tax expense	974.62	568.20
3.	Finance Cost	196.08	176.90
4.	Profit before depreciation and tax expense	778.54	391.30
5.	Depreciation	5.20	6.00
6.	Profit before Tax Expense	773.34	385.30
7.	Tax Expense	168.68	64.24
8.	Profit After Tax Expense	604.66	321.06
9.	Add: Surplus at the beginning of the year	745.65	793.05
10.	Total Available for appropriation Appropriations:	1,350.31	1,114.11
11.	Dividend including taxes	672.69	336.35
12.	Transfer to general reserve	60.47	32.11
13.	Surplus carried to Balance Sheet	617.15	745.65

in government regulations, tax laws and statutes; and other incidental factors.

3. Cement

RAIN Group has two integrated cement plants, one each in the states of Telangana and Andhra Pradesh with an aggregate installed capacity of 4 MT per annum. The plants are strategically located near sources of limestone, increasing input costs have impacted the performance of the cement industry in India. Subdued operating profits and high debt-service obligations have led some Indian cement producers to defer expansion plans.

With increased demand by the infrastructure and housing sectors, coupled with limited capacity additions, the cement capacity utilization on a pan-India basis is expected to improve steadily over the next few years. In particular, demand is expected to be boosted by infrastructure development in Tier 2 and Tier 3 cities, growth in the real estate sector and initiatives to build 100 Smart Cities by the Government of India.

Cement Industry Growth in India

The Indian cement industry is estimated to have a total production capacity of 502 MT during CY2018. The industry is expected to grow at 4% in CY2019. Due to an increase in demand from various sectors, the capacity is expected to increase from 550 MT to 600 MT by CY2025. Cement is a cyclical commodity with a high correlation to GDP. The Indian housing sector is the most critical demand driver of cement, accounting for about 65% of total consumption. The other major consumers of cement include infrastructure (15%) and commercial and industrial construction (20%). During the last few years, low capacity utilization coupled with weak prices and projects. The growth in the southern region was driven by the initiation of development activities in the newly formed capital city of Andhra Pradesh as well as irrigation and low-cost housing projects in Telangana.

RAIN Group also has made inroads into neighboring states such as Maharashtra, where there is a lack of adequate cement production capacity due to the absence of limestone mines. As a result, approximately 50% of its demand is met by the southern region''s cement plants. With no new capacity additions coming online in Maharashtra during the next three years, increasing capacity utilization of the southern region''s cement facilities should lead to an increase in performance. Volume growth should benefit most companies based in South India due to their high operating/ financial leverage. RAIN Group already has expanded into new markets such as Maharashtra, Odisha,

Cement, being a bulk commodity, is a freight-intensive industry, and transporting it over long distances can be uneconomical. This has resulted in cement being largely a regional play with the industry divided into five main regions in India: North, South, West, East and Central. The southern region of India has the highest installed capacity, accounting for about 34% of the country''s total installed capacity.

Current Position

During CY2018, demand in India''s cement industry remained flat when compared to CY2017. Growth in demand observed in South India was led by Andhra Pradesh and Telangana. Floods in Kerala and state elections had some impact on demand in this region. Although there is the possibility of increased demand due to the Indian Government''s emphasis on infrastructure development, increases will be contingent on the successful execution of contemplated

Kerala, Goa and Pondicherry. These new geographical

markets contributed 18% of cement sales during CY2018.

Near Future

As stated elsewhere, cement demand is closely linked to the overall economic growth, particularly in the housing and infrastructure sectors. With the Government of India introducing new plans for housing and infrastructure development, cement demand is expected to increase.

Historically, positive incremental demand over supply, as well as high levels of capacity utilization, have led to an increase in cement prices. A rebound in demand growth from CY2018 is expected to support prices in the southern region. Cement demand across India is expected to increase at a CAGR of 8%

Due to the limited capacity additions and demand revival, the cement sector is expected to enter a multi-year earnings growth cycle where it gains pricing and operating leverage.

The Government of Telangana is undertaking major irrigation projects, and the Government of Andhra Pradesh is building a new capital city. More than 90% of RAIN Group''s cement sales volumes are in the southern region, almost 30% of which is sold in Andhra Pradesh and Telangana each. Hence, the above developments planned for these two states are expected to contribute to the growth in the Cement business of RAIN Group.

The real estate sector is a crucial contributor to demand growth in the southern region. Major cities like Bengaluru, Chennai and Hyderabad have emerged as promising commercial destinations, which boosts demand for commercial and office space within these cities. In addition, these cities are some of the biggest hospitality markets in South India, with Hyderabad reporting year-over-year growth of 7.6%, followed by 4.3% in Bengaluru and 1.4% in Chennai.

in significant pressure on capacity utilization and price realization among the region''s producers.

The Indian cement industry''s average utilization has declined drastically to approximately 63% in CY2018, led by weak demand and an oversupply in the industry. Pan-India utilization is expected to reach 67%

Threats & Challenges - Cement

The Indian cement industry has witnessed a massive capacity addition of more than 250 MT during last decade. This the capacity addition is disproportionately high when compared to the growth in demand concentrated in South India, with approximately 79 MT of new capacity during this period. This has resulted

of its Subsidiaries will be provided to shareholders upon their request.

Share Capital

The Paid-up Share Capital of the Company as on December 31, 2018 is '' 672,691,358/- divided into 336,345,679 Equity Shares of '' 2/- each fully paid up.

Number of Meetings of the Board of Directors

During the year, four Board meetings were held.

The dates on which the Board meetings were held are: February 28, 2018, May 11, 2018, August 14, 2018 and November 14, 2018.

Details of the attendance of the Directors at the Board meetings held during the year ended December 31, 2018 are as follows:

Name of the Director	Number of Board Meetings Held Attended
Mr N. Radhakrishna Reddy	4	4
Mr Jagan Mohan Reddy Nellore	4	4
Mr N. Sujith Kumar Reddy	4	4
Mr S. L. Rao	4	4
Mr H. L. Zutshi	4	4
Ms Radhika Vijay Haribhakti	4	4
Ms Nirmala Reddy	4	4
Mr Varun Batra¹	4	3

¹ Mr Varun Batra was appointed as an Independent Director of the Company w.e.f. February 28, 2018.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and provides details of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses viz. Carbon, Advanced Materials, Cement along with internal controls and their adequacy, Risk Management Systems and other material developments during the Financial Year.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

by CY2020 while the utilization levels in the southern region are expected to remain stable at 57% until CY2020. Cement demand and capacity utilization are expected to improve, led by a slower pace in capacity addition and better demand prospects.

Listing of Equity Shares

The Company''s equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited,

Exchange Plaza, Floor 5, Plot No. C/1, G Block,

Bandra -Kurla Complex, Bandra (East),

Mumbai - 400 051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2018-19.

Subsidiary Companies

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/Joint Ventures in Form AOC-1 is annexed to this Board''s Report (Annexure - 1).

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures

As per Rule 8 of Company''s (Accounts) Rules, 2014, a Report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended December 31, 2018 is annexed to this Board''s report (Annexure - 2).

Consolidated Financial Statements

The Consolidated Financial Statements prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website www.rain-industries.com and a copy of separate Audited Financial Statements

- Brief description of the terms of reference

Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

Formulation of criteria for evaluation of Independent Directors and the Board;

- Carry on the evaluation of every Director''s performance;

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director; and

Recommend to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other Employees.

- Nomination and Remuneration policy Policy objectives

1. To lay down criteria, terms and conditions with regard to identifying persons who are qualified to become Directors (Executive, Non-executive and Independent Director) and persons who may be appointed to senior management and key managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company''s size and financial position comparable with trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation on the performance of Directors.

4. To provide them with reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

5. To retain, motivate and promote talent to ensure long-term sustainability of talented managerial persons and create competitive advantage.

Nomination and Remuneration Committee meetings

During the period from January 1, 2018 to December 31, 2018, Nomination and Remuneration Committee Meetings were held on February 27, 2018 and November 13, 2018.

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on December 31, 2018 and of Profit and Loss Account of the Company for that period;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended December 31, 2018 on a going concern basis;

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

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

Statement on Declaration given by Independent Directors under Section 149

The Independent Directors have submitted their declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors:

Ms Radhika Vijay Haribhakti, Chairperson, Mr S L Rao,

Mr H L Zutshi, Ms Nirmala Reddy and Mr Varun Batra.

Mr Varun Batra was appointed as member of the Nomination and Remuneration Committee on February 28, 2018.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014 Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is annexed to this Board''s Report (Annexure - 6).

Risk Management Committee

The Risk Management Committee consists of the following Directors:

Mr N Radhakrishna Reddy, Chairman, Mr Jagan Mohan Reddy Nellore, Managing Director and Mr N Sujith Kumar Reddy, Director.

Mr T Srinivasa Rao is the Chief Risk Officer and Mr S Venkat Ramana Reddy acts as Secretary to the Committee.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks. The Risk management procedures are reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of the Quarterly Financial results of the Company,

During the Financial Year, Risk Management Committee Meeting was held on November 13, 2018.

Attendance at the Risk Management Committee Meeting:

Name of the Director	Designation	Number of Meetings
Name of the Director	Designation	Held Attended
Mr N. Radhakrishna Reddy	Chairman	1 1
Mr Jagan Mohan Reddy Nellore	Member	11
Mr N. Sujith Kumar Reddy	Member	1 1

Corporate Social Responsibility (CSR)

Corporate Social Responsibility reflects the strong commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in a way that will lead to the overall development of all stakeholders and society.

¹ Mr Varun Batra was appointed as member of the Nomination and Remuneration Committee on February 28, 2018.

Particulars of Loans, Guarantees, Securities or Investments under Section 186

The details of Loans, Guarantees, Investments and Security made during the Financial Year ended December 31, 2018 is given in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and the same is annexed to the Board''s Report (Annexure - 3).

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 entered by the Company during the Financial Year ended December 31, 2018 in prescribed Form AOC-2 is annexed to this Board''s Report (Annexure - 4).

Transfer of Amount to Reserves

The Company has transferred '' 60.47 million to the General Reserve for the Financial Year ended December 31, 2018. An amount of '' 617.15 million is retained in the retained earnings.

Dividend

The Board of Directors at their meeting held on November 14, 2018 declared an Interim Dividend @ 50% on the paid-up Equity Share Capital i.e., '' 1.00 per equity share for the Financial Year ended December 31, 2018 and same was paid to the shareholders and no further dividend has been recommended for the Financial Year ended December 31, 2018.

Extract of Annual Return

The Extract of Annual Return as per the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules,

2014 in Form MGT-9 is annexed to this Board''s Report (Annexure - 5).

Name of the Director	Designation	Number of Meetings Held Attended
Ms Radhika Vijay Haribhakti	Chairperson	2	2
Mr H. L. Zutshi	Member	2	2
Mr S. L. Rao	Member	2	1
Ms Nirmala Reddy	Member	2	2
Mr Varun Batra1	Member	2	1

Attendance at the Nomination and Remuneration

Committee Meetings

Name of the Director	Designation	Number of Meetings Held Attended
Mr N. Radhakrishna Reddy	Chairman	1 1
Mr Jagan Mohan Reddy Nellore	Member	11
Mr N. Sujith Kumar Reddy	Member	11
Ms Nirmala Reddy	Member	1 1

Attendance at Stakeholders Relationship

Committee Meeting:

Terms of Reference

(ii) Review of measures taken for effective exercise of voting rights by shareholders.

(iii) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

Share Transfer Committee

The Share Transfer Committee consists of following Directors:

Mr N Radhakrishna Reddy, Chairman,

Mr Jagan Mohan Reddy Nellore, Member Mr N Sujith Kumar Reddy, Member.

Mechanism for Evaluation of the Board

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the

Stakeholders Relationship Committee

The Board of Directors at their meeting held on February 28, 2018 have decided to re-constitute the Stakeholders Relationship, Grievance and Share Transfer Committee into the Stakeholders Relationship Committee and Share Transfer Committee.

The Stakeholders Relationship Committee consists of following Directors:

Mr N Radhakrishna Reddy, Chairman, Mr Jagan Mohan Reddy Nellore, Member Mr N Sujith Kumar Reddy, Member and Ms Nirmala Reddy, Member (Independent Director).

During the Financial Year, Stakeholders Relationship Committee Meeting was held on August 11, 2018.

Name of the Director	Designation	Number of Meetings Held Attended
Mr Jagan Mohan Reddy Nellore	Chairman	1 1
Mr N. Sujith Kumar Reddy	Member	11
Ms Nirmala Reddy	Member	1 1

The Board of Directors of the Company have constituted a Corporate Social Responsibility Committee comprising the following Directors:

Mr Jagan Mohan Reddy Nellore, Chairman, Mr N Sujith Kumar Reddy, Member and Ms Nirmala Reddy, Member (Independent Director).

Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of the Corporate Social Responsibility Committee.

During the last three years, the Company has spent '' 6.40 million on CSR activities.

A report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Board''s Report (Annexure - 7).

During the Financial Year, Corporate Social Responsibility Committee Meeting was held on November 12, 2018.

Attendance at the Corporate Social Responsibility Committee Meeting:

To ensure that the Company''s Carbon business receives the attention necessary to navigate changing raw material trends, tax laws and other issues; manage organic expansions; and ensure the ongoing success of this crucial business segment, Mr Nellore has decided to dedicate more time to Rain Carbon Inc.

As per the provisions of the Companies Act, 2013, the Whole-time Director/Chief Executive Officer/

Managing Director of the Companies incorporated under the Companies Act, 2013, shall be a Resident in India. With Mr Nellore also being the Chief Executive Officer of Rain Carbon Inc., it is difficult for him to be in India for a defined period of time every year.

In view of the above, Mr Nellore has submitted his resignation from the position of Managing Director with effect from March 31, 2019, but continues to be the Director and Vice Chairman of the Company.

Consequent to the resignation of Mr Jagan Mohan Reddy Nellore from the position of Managing Director,

Mr N. Radhakrishna Reddy has been appointed as Managing Director of the Company for a period of three years (i.e., from March 31, 2019 to March 30, 2022).

Mr Jagan Mohan Reddy Nellore and Mr N Sujith Kumar Reddy, Directors of the Company retire by rotation and are eligible to offer themselves for re-appointment.

The term of appointment of Ms Nirmala Reddy as an Independent Director of the Company will expire on September 29, 2019.

A notice under Section 160 of the Companies Act, 2013 is received from a member of the Company proposing candidature of Ms Nirmala Reddy. The Company has received from Ms Nirmala Reddy: i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; ii) intimation in Form DIR-8 pursuant to terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified as per Section 164(2) of the Companies Act, 2013; and iii) a declaration to the effect that she meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.

The Nomination and Remuneration Committee at their meeting held on February 26, 2019 and the Board of performance and effective functioning of the Board and Individual Directors.

In line with the Securities and Exchange Board of India (SEBI) Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company adopted the recommended criteria by the SEBI.

The Directors were given six forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give the following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Board of Directors have appointed Mr DVM Gopal, Practicing Company Secretary as scrutinizer for Board evaluation process.

The Directors have sent the duly filled forms to Mr DVM Gopal after Evaluation.

Mr DVM Gopal, based on the evaluation done by the Directors, has prepared a report and submitted the Evaluation Report.

The Chairperson based on the report of the scrutinizer has informed the rankings to each Director and also informed that based on the Evaluation done by the Directors and the report issued by Mr DVM Gopal, the performance of Directors is satisfactory and they are recommended for continuation as Directors of the Company.

Directors

Mr Jagan Mohan Reddy Nellore, Managing Director of the Company, also serves as the Chief Executive Officer of Rain Carbon Inc., a step-down wholly owned subsidiary of the Company.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Statutory Auditors

The Company''s Statutory Auditors, BSR and Associates LLP, Chartered Accountants (ICAI Regn. No.-116231W/W-100024), were appointed as the Statutory Auditors of the Company for a period of 5 years at the 43^rd Annual General Meeting of the Company, i.e., up to the conclusion of the 48^th Annual General Meeting of the Company.

Accordingly, BSR and Associates LLP, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2023. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report

There are no qualifications, reservations or adverse remarks made by BSR & Associates LLP, Chartered Accountants (ICAI Regn. No. 116231W/W-100024) Statutory Auditors in their report for the Financial Year ended December 31, 2018.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed DVM & Associates LLP, Practising Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended December 31, 2018.

The Secretarial Auditors Report issued by DVM & Associates LLP, Practising Company Secretaries in Form MR-3 is annexed to this Board''s Report (Annexure - 8).

The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks.

Directors at their meeting held on February 27, 2019 have recommended the re-appointment of Ms Nirmala Reddy as an Independent Director for a further period from September 30, 2019 to February 27, 2023.

To broad base the Board, Mr Brian Jude McNamara was appointed as an Additional Director (Independent Director) of the Company w.e.f. February 28, 2019 by the Board of Directors at their meeting held on February 27, 2019 under Section 161 of the Companies Act, 2013. The appointment is subject to the approval of the shareholders at the General Meeting.

A notice under Section 160 of the Companies Act, 2013 is received from a member of the Company proposing candidature of Mr Brian Jude McNamara. The Company has received from Mr Brian Jude McNamara: i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; ii) intimation in Form DIR-8 pursuant to terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified as per Section 164(2) of the Companies Act, 2013; and iii) a declaration to the effect that he meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.

Key Managerial Personnel

Mr Jagan Mohan Reddy Nellore - Managing Director

Mr T. Srinivasa Rao - Chief Financial Officer

Mr S. Venkat Ramana Reddy - Company Secretary

There has been no change in the key managerial personnel during the year.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held under the Chairmanship of Mr Varun Batra, Independent Director on November 13, 2018, inter-alia, to discuss evaluation of the performance of Non-independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non-executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Name of the Director	Designation	Number of Meetings Held Attended
Mr H. L. Zutshi	Chairman	4	4
Mr S. L. Rao	Member	4	3
Ms Radhika Vijay Haribhakti	Member	4	4
Ms Nirmala Reddy	Member	4	4
Mr Varun Batra¹	Member	4	3

Attendance at the Audit Committee Meetings

¹ Mr Varun Batra was appointed as member of Audit Committee on February 28, 2018.

Corporate Governance Report

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Board''s Report (Annexure - 9).

Insurance

All properties and insurable interests of the Company have been fully insured.

Board''s response on Auditor''s qualification, reservation or adverse remarks or disclaimer made

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the Practicing Company Secretary in the Secretarial Audit Report for the year.

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

Internal Auditors

The Board of Directors of the Company have appointed Ernst & Young LLP as Internal Auditors to conduct Internal Audit of the Company for the Financial Year ended December 31, 2018.

Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

Audit Committee

The Audit Committee consists of the following Directors:

Mr H. L. Zutshi, Chairman, Mr S. L. Rao, Ms Radhika Vijay Haribhakti, Ms Nirmala Reddy and Mr Varun Batra.

Mr Varun Batra was appointed as member of the Audit Committee on February 28, 2018.

There has been no such incidence where the Board has not accepted the recommendation of the Audit Committee during the year under review.

Four Audit Committee Meetings were held during the Financial Year ended December 31, 2018. The maximum time gap between any two meetings was not more than one hundred and twenty days.

The Audit Committee meetings were held on February 27, 2018, May 10, 2018, August 13, 2018 and November 13, 2018.

impact the going concern status of the Company and its future operations.

Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which occurred between the Financial Year ended December 31, 2018 to which the Financial Statements relates and the date of signing of this report.

Financial Year of the Company

The Company has wholly-owned subsidiary Companies situated in India and outside India. The Companies situated outside India follow the Financial Year from January 1 to December 31 and they contribute significant revenue to the consolidated revenue of the Company and their statutory financials; tax filings are also made on this basis in the respective jurisdictions where they are registered. A common Financial Year of the Company and its subsidiary companies has synergies in closing of accounts, compilation and disclosure of data, internal control assessment and audit thereof and preparation of Consolidated Financial Statements; hence, the Company is following the Financial Year from January 1 to December 31.

The Company Law Board vide its order dated October 16, 2015 permitted the Company to follow the Financial Year from January 1 to December 31.

Business Responsibility Report

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

Business Responsibility Report is annexed to this Board''s Report (Annexure - 10).

Human Resources

Industrial relations during the year continued to be cordial and the Company is committed to maintain good industrial relations through effective communication, meetings and negotiation.

Adequacy of Internal Financial Controls with reference to the Financial Statements

1. The Company maintains all its records in ERP (SAP) System and the work flow and approvals are routed through ERP (SAP);

2. The Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organization is in accordance with the approved policies of the Company. In every quarter, during approval of Financial Statements, the Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations; and

3. The Board of Directors of the Company have adopted various policies such as Related Party Transactions Policy, Whistle Blower Policy, Material Subsidiaries Policy, Corporate Social Responsibility Policy, Anti-Corruption and Anti-Bribery Policy, Risk Management Policy, Dissemination of material events Policy, Documents preservation policy, Monitoring and Reporting of Trading by Insiders, Code of Internal Procedures and conduct for Regulating, monitoring and reporting of trading by Insiders, Code of Practices and Procedures for Fair Disclosures, Policy on Prevention of Fraud and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Names of Companies which have become or ceased to be Company''s Subsidiaries, Joint Ventures or Associate Companies during the year

During the Financial Year, no Company has become the Subsidiary/ Joint Venture/ Associate of the Company. Rain Coke Limited, step-down subsidiary of the Company has ceased to be the Company''s subsidiary during the period under review.

Change in the nature of business

There has been no change in the nature of business of the Company.

The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would

Dividend Distribution policy

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires the top 500 listed companies based on the market capitalization to formulate Dividend Distribution Policy. In compliance with the said requirement, the Company has formulated its Dividend Distribution Policy; the policy is available on the Company''s website at: http:// www.rain-industries.com.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr S Venkat Ramana Reddy, Company Secretary, as Compliance Officer, who is responsible for setting forth procedures and implementing the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

Acknowledgements

We express our sincere appreciation and thank our valued Shareholders, Customers, Bankers, Business Partners/ Associates, Financial Institutions, Insurance Companies and Central and State Government Departments for their continued support and encouragement to the Company.

We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen at all levels.

On behalf of the Board of Directors for Rain Industries Limited

Jagan Mohan Reddy Nellore N. Sujith Kumar Reddy

Place: Hyderabad Managing Director Director

Date: February 27, 2019 DIN: 00017633 DIN: 00022383

Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Environment, Health and Safety

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person.

Sl. No.	Particulars	Status of the No. of complaints received and disposed off
1.	Number of complaints on sexual harassment received	Nil
2.	Number of complaints disposed off during the year	Not Applicable
3.	Number of cases pending for more than ninety days	Not Applicable
4.	Number of workshops or	The Company regularly
	awareness programmes	conducts necessary
	against sexual harassment	awareness programmes
	carried out	for its employees
5.	Nature of action taken by the employer or district officer	Not Applicable

Policy on Sexual Harassment

The Company has not received any complaints during the year.

The Company regularly conducts awareness programmes for its employees.

The following is a summary of sexual harassment complaints received and disposed off during the year:

3. Cement

Cement Industry Growth in India

Current Position

Kerala, Goa and Pondicherry. These new geographical

markets contributed 18% of cement sales during CY2018.

Near Future

Due to the limited capacity additions and demand revival, the cement sector is expected to enter a multi-year earnings growth cycle where it gains pricing and operating leverage.

in significant pressure on capacity utilization and price realization among the region''s producers.

Threats & Challenges - Cement

of its Subsidiaries will be provided to shareholders upon their request.

Share Capital

The Paid-up Share Capital of the Company as on December 31, 2018 is '' 672,691,358/- divided into 336,345,679 Equity Shares of '' 2/- each fully paid up.

Number of Meetings of the Board of Directors

During the year, four Board meetings were held.

The dates on which the Board meetings were held are: February 28, 2018, May 11, 2018, August 14, 2018 and November 14, 2018.

Details of the attendance of the Directors at the Board meetings held during the year ended December 31, 2018 are as follows:

Name of the Director	Number of Board Meetings Held Attended
Mr N. Radhakrishna Reddy	4	4
Mr Jagan Mohan Reddy Nellore	4	4
Mr N. Sujith Kumar Reddy	4	4
Mr S. L. Rao	4	4
Mr H. L. Zutshi	4	4
Ms Radhika Vijay Haribhakti	4	4
Ms Nirmala Reddy	4	4
Mr Varun Batra¹	4	3

¹ Mr Varun Batra was appointed as an Independent Director of the Company w.e.f. February 28, 2018.

Management Discussion and Analysis

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

Listing of Equity Shares

The Company''s equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited,

Exchange Plaza, Floor 5, Plot No. C/1, G Block,

Bandra -Kurla Complex, Bandra (East),

Mumbai - 400 051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2018-19.

Subsidiary Companies

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures

Consolidated Financial Statements

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website www.rain-industries.com and a copy of separate Audited Financial Statements

- Brief description of the terms of reference

Formulation of criteria for evaluation of Independent Directors and the Board;

- Carry on the evaluation of every Director''s performance;

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director; and

Recommend to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other Employees.

- Nomination and Remuneration policy Policy objectives

2. To determine remuneration based on the Company''s size and financial position comparable with trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation on the performance of Directors.

4. To provide them with reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

5. To retain, motivate and promote talent to ensure long-term sustainability of talented managerial persons and create competitive advantage.

Nomination and Remuneration Committee meetings

During the period from January 1, 2018 to December 31, 2018, Nomination and Remuneration Committee Meetings were held on February 27, 2018 and November 13, 2018.

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended December 31, 2018 on a going concern basis;

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

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

Statement on Declaration given by Independent Directors under Section 149

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors:

Ms Radhika Vijay Haribhakti, Chairperson, Mr S L Rao,

Mr H L Zutshi, Ms Nirmala Reddy and Mr Varun Batra.

Mr Varun Batra was appointed as member of the Nomination and Remuneration Committee on February 28, 2018.

Risk Management Committee

The Risk Management Committee consists of the following Directors:

Mr N Radhakrishna Reddy, Chairman, Mr Jagan Mohan Reddy Nellore, Managing Director and Mr N Sujith Kumar Reddy, Director.

Mr T Srinivasa Rao is the Chief Risk Officer and Mr S Venkat Ramana Reddy acts as Secretary to the Committee.

During the Financial Year, Risk Management Committee Meeting was held on November 13, 2018.

Attendance at the Risk Management Committee Meeting:

Name of the Director	Designation	Number of Meetings
Name of the Director	Designation	Held Attended
Mr N. Radhakrishna Reddy	Chairman	1 1
Mr Jagan Mohan Reddy Nellore	Member	11
Mr N. Sujith Kumar Reddy	Member	1 1

Corporate Social Responsibility (CSR)

¹ Mr Varun Batra was appointed as member of the Nomination and Remuneration Committee on February 28, 2018.

Particulars of Loans, Guarantees, Securities or Investments under Section 186

Particulars of Contracts or Arrangements with Related Parties

Transfer of Amount to Reserves

The Company has transferred '' 60.47 million to the General Reserve for the Financial Year ended December 31, 2018. An amount of '' 617.15 million is retained in the retained earnings.

Dividend

Extract of Annual Return

The Extract of Annual Return as per the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules,

2014 in Form MGT-9 is annexed to this Board''s Report (Annexure - 5).

Name of the Director	Designation	Number of Meetings Held Attended
Ms Radhika Vijay Haribhakti	Chairperson	2	2
Mr H. L. Zutshi	Member	2	2
Mr S. L. Rao	Member	2	1
Ms Nirmala Reddy	Member	2	2
Mr Varun Batra1	Member	2	1

Attendance at the Nomination and Remuneration

Committee Meetings

Name of the Director	Designation	Number of Meetings Held Attended
Mr N. Radhakrishna Reddy	Chairman	1 1
Mr Jagan Mohan Reddy Nellore	Member	11
Mr N. Sujith Kumar Reddy	Member	11
Ms Nirmala Reddy	Member	1 1

Attendance at Stakeholders Relationship

Committee Meeting:

Terms of Reference

(ii) Review of measures taken for effective exercise of voting rights by shareholders.

(iii) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

Share Transfer Committee

The Share Transfer Committee consists of following Directors:

Mr N Radhakrishna Reddy, Chairman,

Mr Jagan Mohan Reddy Nellore, Member Mr N Sujith Kumar Reddy, Member.

Mechanism for Evaluation of the Board

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the

Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of following Directors:

Mr N Radhakrishna Reddy, Chairman, Mr Jagan Mohan Reddy Nellore, Member Mr N Sujith Kumar Reddy, Member and Ms Nirmala Reddy, Member (Independent Director).

During the Financial Year, Stakeholders Relationship Committee Meeting was held on August 11, 2018.

Name of the Director	Designation	Number of Meetings Held Attended
Mr Jagan Mohan Reddy Nellore	Chairman	1 1
Mr N. Sujith Kumar Reddy	Member	11
Ms Nirmala Reddy	Member	1 1