9.3 The Company had made investment of ' 0.03 crore in the equity shares of Shree Cement East Bengal Foundation (‘SCEBF’), a company licensed under section 8 of the Companies Act, 2013. SCEBF is prohibited to distribute any dividend / economic benefits to its members, hence the Company is unable to earn any variable return / economic benefits from the voting rights through its holding in equity shares of SCEBF. Accordingly, the aforesaid investment value of ' 0.03 crore was charged off to the statement of profit and loss during the year ended 31^st March, 2021. During the year ended 31^st March, 2025, SCEBF initiated voluntary liquidation in terms of provisions of IBC, 2016 and associated regulations. Hon'ble Jaipur Bench of NCLT vide its order dated 17^th April, 2025 approved dissolution of SCEBF.

9.4 Hon'ble National Company Law Tribunal (NCLT), Kolkata bench vide its order passed on 13^th September, 2024 approved the scheme of amalgamation of Shree Cement North Private Limited (Transferor Company, a wholly owned subsidiary of the Company) with Shree Cement East Private Limited (Transferee Company, another wholly owned subsidiary of the Company) with 1^st April, 2024 as appointed date. The scheme became effective from 4^th November, 2024 and consequently, Shree Cement North Private Limited stood dissolved without winding up from the said effective date.

¹ Out of the 4,88,284 shares held by Mr. Harimohan Bangur, the beneficial Interest on 10,100 shares is held by the following Trusts/Institution (Belonging to Promoters Group):

- Sunder Devi Bangur Family Benefit Trust (Private Trust): 3000 shares

- Sri Rama Nidhi (Family Deity): 7100 shares.

² Out of the 3,89,750 shares held by Mr. Prashant Bangur, the beneficial Interest on 93,800 shares is held by the Shree Venktesh Ayurvedic Aushdhalaya, Charitable Institution (Belonging to Promoters Group).

³ Hon'ble NCLT, Kolkata Bench vide its order dated 28^th November, 2024 has approved the Scheme of Amalgamation of Western India Commercial Company Ltd (classified as promoter Group) with NBI Industrial Finance Co Ltd. (classified as promoter Group). The said scheme has become effective from 18^th December, 2024. Consequently, the shareholding of Western India Commercial Company Ltd stands transferred to NBI Industrial Finance Co Ltd.

19.3 The Company has only one class of equity shares having a par value of ' 10 per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

19.4 In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

33.1 Details of Corporate Social Responsibility ("CSR") Expenses:

(a) The amount required to be spent under Section 135 of the Companies Act, 2013 for the year ended

31^st March, 2025 is ' 47.89 crore (after adjusting excess expenses of ' 9.10 crore of year 2023-24) [for the year ended 31^st March, 2024: ' 42.24 crore (after adjusting excess expenses of ' 13.96 crore of year 2022-23)].

(b) Corporate Social Responsibility expenses of the Company for year 2024-25 is ' 52.91 crore (for the year ended 31^st March, 2024: ' 51.34 crore) which includes ' 14.50 crore (for the year 31^st March, 2024: NIL) deposited to Unspent CSR Account for the year 2024-25 on account of multi-year ongoing CSR projects within 30 days from the end of the financial year.

(c) The projects / activities undertaken by the Company in the field of Corporate Social Responsibility fall within the broad framework of schedule VII to the Companies Act, 2013 which interalia include education, healthcare, sustainable livelihood, woman empowerment, rural and infrastructure development, environment protection, support widows / dependents of martyrs of arm forces and promotion of art & culture, epitomising a holistic approach to inclusive growth.

(d) Refer Note 41 for related party transactions in relation to Corporate Social Responsibility Expenses.

NOTE 34 - CONTINGENT LIABILITIES (CLAIMS ? DEMANDS NOT ACKNOWLEDGED AS DEBT)

a. Custom duty (including interest) ' 78.89 crore (As at 31^st March, 2024: ' 76.62 crore)

b. (i) Competition Commission of India (CCI), vide its order dated 31^st August 2016 imposed a penalty of

' 397.51 crore on the Company for alleged violation of provisions of the Competition Act, 2002. The Company has appealed against the said order and Competition Appellate Tribunal (COMPAT), vide its order dated 7^th November, 2016, granted stay on CCI's order subject to deposition of 10% of penalty amount and payment of balance amount of penalty with interest @ 12% per annum from the date of CCI's order if the appeal is ultimately dismissed. The Company has complied with the order and the matter is now being heard at National Company Law Appellate Tribunal (NCLAT).

(ii) In another matter, CCI vide its order dated 19^th January, 2017 imposed a penalty of ' 18.44 crore on the Company in connection with an enquiry in respect of a cement supply tender of Government of Haryana. On the Company’s appeal against the said order, COMPAT granted stay on the operation of the said CCI order. The matter is now listed before NCLAT and pending for hearing.

Based on the Company’s own assessment and advice given by its legal counsels, the Company has a strong case in both the above appeals and thus pending final disposal of the appeals, the matters have been disclosed as contingent liability.

c. The Divisional Bench of the Hon'ble Rajasthan High Court vide Judgement dated 6^th December, 2016 has allowed the appeal filed by Commercial Taxes Department / Finance Department of the Govt. of Rajasthan against earlier favorable order of single member bench of the Hon'ble Rajasthan High Court in the matter of incentives granted under Rajasthan Investment Promotion Scheme-2003 to the Company for capital investment made in cement plants in the State of Rajasthan.

Vide the above Judgement of the Hon'ble High Court, the Company's entitlement towards Capital Subsidy for the entitled period stands revised from "up to 75% of Sales Tax / VAT" to "up to 50% of Sales Tax / VAT". The Company has filed Special Leave Petition before the Hon’ble Supreme Court against the above judgment which is admitted for deciding on merits.

The Commercial Taxes Department had issued notices seeking reply for recovering differential subsidy, the said notices are challenged by the Company before Rajasthan High Court and High Court has stayed further proceedings by department against us.

Based on the legal opinion, it has a good case before the Hon’ble Supreme Court. Accordingly, no provision has been made for differential subsidy (i.e. difference of 75% and 50%) amounting to ' 37.84 crore received and ' 317.54 crore not received though accounted for.

NOTE 35 - COMMITMENTS

a. Estimated amount of contracts remaining to be executed on capital account (net of advances) ' 504.10 crore (As at 31^st March, 2024: ' 1,586.96 crore).

b. U ncalled liability on partly paid up equity shares of ' 29.14 Crore (As at 31^st March, 2024: ' 47.24 Crore). NOTE 36 - CAPITAL WORK-IN-PROGRESS (CWIP)

a. Capital work in progress includes directly attributable expenses of ' 208.61 crore (As at 31^st March, 2024:

' 124.86 crore) which includes depreciation of ' 26.85 crore (as at 31^st March, 2024: ' 35.12 crore) on assets during construction period.

(i) Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan’s debt investments.

(ii) Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

(iii) Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy of the plan participants will increase the plan's liability.

The Gratuity Scheme is invested in group gratuity-cum-life assurance cash accumulation policy offered by Life Insurance Corporation of India. The gratuity plan is not exposed to any significant investment risk in view of absolute track record, investment as per IRDA guidelines and mechanism is there to monitor the performance of the fund.

NOTE 44 - CAPITAL MANAGEMENT

The primary objective of the Company’s capital management policy is to ensure availability of funds at competitive cost for its operational and developmental needs and maintain strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.

The Company manages its capital structure and makes changes in view of changing economic conditions. No changes were made in the objectives, policies or process during the year ended 31^st March, 2025 as compared to previous year. There have been no breaches of financial covenants of any interest bearing loans and borrowings for the reported period. The Company is not subject to any externally imposed capital requirements.

The Company monitors capital structure on the basis of debt to equity ratio. For the purpose of the Company’s capital management, equity includes paid up equity share capital and other equity, and debt comprises of long term borrowings and short term borrowings.

b) Long term fixed rate and variable rate receivables / borrowings are evaluated by the Company based on parameters such as interest rate, specific country risk factors, credit risk and other risk characteristics. Fair value of variable interest rate borrowings and interest free SGST loan from Government approximates their carrying values. For fixed interest rate borrowings, fair value is determined by using Discounted Cash Flow (DCF) method using discount rate that reflects the issuer’s borrowings rate. Risk of nonperformance for the Company is considered to be insignificant in valuation.

c) The fair values of derivatives are estimated by using pricing models, where the inputs to those models are based on readily observable market parameters basis contractual terms, period to maturity and market parameters such as interest rates, foreign exchange rates and volatility. These models do not contain a high level of subjectivity as the valuation techniques used do not require significant judgement and inputs thereto are readily observable from actively quoted market prices. Management has evaluated the credit and non-performance risks associated with its derivative counterparties and believe them to be insignificant and not warranting a credit adjustment.

d) The fair values of mutual funds are at published Net Asset Value (NAV).

Fair Value Hierarchy

Quoted prices / published Net Asset Value (NAV) in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities and financial instruments like mutual funds for which NAV is published by mutual funds. This category consists mutual fund investments, exchange traded fund and STRIPS issued by the Government of India.

Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (i.e., unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The following table provides the fair value measurement hierarchy of the Company’s financial asset and financial liabilities grouped into Level 1 to Level 3 as described below:

The Company’s principal financial liabilities, other than derivative, comprise loans and borrowings and trade and other payables. The main purpose of these financial liabilities is to manage finances for the Company’s operations. The Company has loans, trade and other receivables, cash and short-term deposits that arrive directly from its operations. The Company also holds fair value through profit or loss investments and enters into derivative transactions. The Company is exposed to market risk, credit risk and liquidity risk.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by senior management and the Risk Management Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies and ensuring compliance with market risk limits and policies. The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below:

Market Risk and Sensitivity

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency rate risk, interest rate risk and commodity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial instruments. Foreign currency risk is the risk that the fair value or future cash flows of financial instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is based on the financial assets and liabilities held as at 31^st March, 2025 and 31^st March, 2024.

The sensitivity analysis excludes the impact of movement in market variables on the carrying value of postemployment benefit obligations, provisions and on non- financial assets and liabilities. The sensitivity of the relevant statement of profit and loss item is the effect of the assumed changes in respective market rates. The Company’s activities expose it to a variety of financial risk including the effect of changes in foreign currency exchange rates and interest rates. The Company uses derivative financial instruments such as foreign exchange forward contracts and cross currency and interest rate swaps of varying maturity depending upon the underlying contract and risk management strategy to manage its exposures to foreign exchange fluctuation and interest rates.

Interest Rate Risk and Sensitivity

The Company’s exposure to the risk of changes in market interest rates relates primarily to the long term debt obligations with floating interest rates.

The Company’s policy is to manage its foreign currency denominated floating interest rate foreign currency loans and borrowings by entering into interest rate swaps, in which the Company agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed upon principal amount. Hence, the Company is not exposed for any interest rate risk due to foreign currency denominated floating interest rate as on 31^st March, 2025 and 31^st March, 2024. Following is the interest rate sensitivity for unhedged exposure of Indian Rupee denominated floating interest rate borrowing:

Foreign Currency Risk and Sensitivity

The Company has obtained foreign currency loans and has foreign currency payables for supply of fuel, raw material and equipment and is therefore exposed to foreign currency exchange risk. The Company uses cross currency swaps and foreign currency forward contracts to eliminate the currency exposures.

The impact on profit before tax is due to change in the fair value of monetary assets and liabilities including non- designated foreign currency derivatives.

The following tables demonstrate the sensitivity in the USD, EUR and GBP to the Indian Rupee with all other variable held constant.

The assumed movement in exchange rate sensitivity analysis is based on the currently observable market environment.

Commodity Price Risk

Being energy intensive operations, cement plants are predominantly dependent upon coal / petcoke to meet their fuel requirement. Dependence on conventional one dimensional fuel source can hinder the growth and create business continuity risk as well. To mitigate this risk the Company take following steps:

(i) Designed plants and processes to enable their operations based on multi-fuels and give flexibility to choose fuel basis the availability and at competitive cost.

(ii) Enhancement share of alternative fuels to replace the usage of coal and petcoke.

(iii) Procuring coal from domestic sources (linkage and captive coal block) to reduce dependency on imported coal.

Credit Risk

Credit risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities including deposits with banks, mutual funds and other financial instruments.

Trade Receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdiction and industries and operate in largely independent markets. The Company has also taken advances and security deposits from its customers which mitigate the credit risk to an extent.

Financial Instruments and Cash Deposits

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Investments of surplus funds are made only with approved counterparties. The maximum exposure to credit risk for the components of the balance sheet is ' 8,344.27 crore as at 31^st March, 2025 and ' 8,629.39 crore as at 31^st March, 2024, which is the carrying amounts of cash and cash equivalents (excluding cash on hand), other bank balances, investments (other than equity investments in subsidiary), trade receivables, loans and other financial assets.

Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company monitors its risk to a shortage of funds using a recurring planning tool. This tool considers the maturity of both its financial investments and financial assets (i.e. trade receivables and other financial assets) and projected cash flows from operations. The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of working capital loans, letter of credit facility, bank loans and credit purchases.

The table below provides undiscounted cash flows (excluding transaction cost on borrowings) towards nonderivative financial liabilities and net-settled derivative financial liabilities into relevant maturity based on the remaining period at the balance sheet date to the contractual maturity date:

Cash Flow Hedges

The objective of cross currency & interest rate swaps and interest rate swaps is to hedge the cash flows of the foreign currency denominated debt related to variation in foreign currency exchange rates and interest rates. The hedge provides for exchange of notional amount at agreed exchange rate of principle at each repayment date and conversion of variable interest rate into fixed interest rate as per notional amount at agreed exchange rate. The Company also enters into foreign currency forward contracts to hedge the foreign currency exchange risk arising from the forecasted purchases. These forward contracts are designated as cash flow hedges. The Company is following hedge accounting for cross currency & interest rate swaps and interest rate swaps and foreign currency forward contracts based on qualitative approach.

The Company is having risk management objectives and strategies for undertaking these hedge transactions. The Company has maintained adequate documents stating the nature of the hedge and hedge effectiveness test. The Company assesses hedge effectiveness based on following criteria:

i. An economic relationship between the hedged item and the hedging instrument;

ii. The effect of credit risk; and

iii. Assessment of the hedge ratio.

The Company designates cross currency & interest rate swaps and interest rate swaps and foreign currency forward contracts to hedge its currency and interest risk and generally applies hedge ratio of 1:1. Refer Note 21 for timing of nominal amount and contractual fixed interest rate of cross currency & interest rate swaps and interest rate swaps.

NOTE 55

In pursuance of the Survey conducted u/s 133A of the Income Tax Act at the Company's premises in the month of June’23, the Company has received notice from the Department for reopening assessments of previous year(s). The company has initiated remedial action against such notice(s) and the matter is since sub-judice. Having considered the facts and legal advice, the Company has not identified need for any adjustments to the current or prior period financial statements.

NOTE 56

During the year ended 31^st March, 2025, the cost of royalty and cess on limestone of ' 399.90 crore (for the year ended 31^st March, 2024 - ' 394.07 crore), hitherto included in 'other expenses' has been reclassified by the Company and included in 'cost of materials consumed'. Previous year figures have been regrouped accordingly. The reclassification does not have any impact on the Company's profit.

NOTE 57

During the year ended 31^st March, 2025, employee cost and other expenses includes ' 23.22 crore and ' 7.44 crore on account of voluntary separation scheme of employees and contract workers respectively.

NOTE 58

Previous year figures have been regrouped and rearranged wherever necessary. However, such regrouping and reclassification has no impact on the Equity for the previous financial year.

NOTE 59

Figures less than ' 50,000 have been shown at actual, wherever statutorily required to be disclosed, as the figures have been rounded off to the nearest crore.