2. Performance of the Company

Your Company recorded revenue from operation
of H 11093.18 Crore during the year under review
registering an increase of 1.60% as compared to
the revenue of H 10,918.05 Crores in the Financial
Year 2023-24. Profit before Tax stood at H 1243.39
in FY 2024-25 as compared to H 1212.38 in Financial
Year 2023-24. Profit after Tax stood at H 870.01 Crores
in FY 2024-25 as compared to H 830.64 Crores in
Financial Year 2023-24.

3. Performance of the Subsidiary Companies

The Company has at present, three wholly owned
subsidiaries, two in India viz. JK Maxx Paints Ltd
and Toshali Cements Pvt. Ltd and one in UAE viz
JK Cement (Fujairah) FZC. During the year under
report Acro Paints Ltd (step down subsidiary)
stood merged with JK Maxx Paints Ltd (wholly
owned subsidiary) as per Order of Regional
Director, Northern Region, Ministry of Corporate
Affairs, Govt. of India, New Delhi dated 3^rd May
2024. The UAE subsidiary has one step down
subsidiary viz. JK Cement Works (Fujairah) FZC

and such step down subsidiary has a subsidiary
in Africa viz. JK White Cement (Africa) Ltd. There
has been no material change in the nature of the
business of subsidiaries.

Subsidiary Company

JK Cement (Fujairah) FZC (JKCF) recorded net
income of AED 1.95 million (equivalent to H 4.62
Crores) for the period from 1^st April 2024 to 31^st
March 2025 (Previous year net income of AED 1.96
million equivalent to H 4.42 Crores).

JK Cement Works (Fujairah) FZC (JKCWF) is
primarily involved in the business of manufacturing
and sale of white cement in Middle East and GCC
markets. During 2024-25 it has reported a turnover
of AED 260.20 million (equivalent to H 605.75 Crores)
(previous year AED 248.20 million equivalent to
H 559.53 Crores). It recorded a profit before tax of
AED 47.16 Million (equivalent to H 108.69 Crores) for
the period from 1^st April 2024 to 31^st March 2025
(previous year AED (-) 4.21 million equivalent to
H 9 Crores.

JK White Cement (Africa) Ltd. is a second level step
down subsidiary of the Company, incorporated on
4^th November 2018, in the Republic of Tanzania.
99.90% stake is held by JK Cement Works (Fujairah)
FZC. It is engaged in the business of manufacturing/
trading/ import/export of all types of cement,
wall putty, other allied products, cement clinker,
limestone, gypsum etc. During 2024-25 it has
reported a turnover of TZS 29.74 Billion (equivalent
to H 97.72 Crores) (previous year TZS 17.93 Billion
equivalent to H 61.17 Crores).

JK Maxx Paints Ltd is engaged in the business of
Paints and during the year 2024-25 it has recorded
revenue from operations of H 262.42 Crores and a
net loss before other comprehensive loss of H 57.21
Crores (H 180.07 Crores and a net loss of H 32.47
Crores during the FY 2023-24).

Toshali Cements Pvt. Ltd (Toshali), wholly owned
subsidiary of the Company has two cement
manufacturing units in Orissa. Toshali has recorded
revenue of H 94.36 Crores and a net loss of H 23.24
Crores (H 66.05 Crores and a net profit of H 17.82
Crores during the FY 2023-24). During the year, an
application has been filed before National Company
Law Tribunal, Allahabad seeking Amalgamation/
Merger of Toshali with the Company. Final Order is
yet to be passed.

4. Consolidated Financial Statements

The statement as required under Section 129 of the
Companies Act, 2013 ('the Act'), in respect of the
subsidiaries of the Company viz. JK White Cement
(Africa) Ltd., JK Cement (Fujairah) FZC, JK Cement
Works (Fujairah) FZC, JK Maxx Paints Limited and
Toshali Cements Pvt Ltd are annexed and form
an integral part of this Report. The Consolidated
Financial Statements prepared in accordance with
relevant Accounting Standards, form part of the
Annual Report.

In accordance with the fourth proviso to Section
136(1) of the Act, the annual report of the Company,
containing therein its standalone and consolidated
financial statements would be placed on the website
of the Company at https://www.ikcement.com/
financial-reports/. Further, as per provisions of the
said section, audited annual accounts of each of the
subsidiary companies would also be uploaded on
the website of the Company.

Based on the financial statements for the financial
year ended 31^st March 2025, no subsidiary is

considered as the material subsidiary of the
Company in terms of the provisions of Regulation
16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing
Regulations'), for the financial year 2024-25.

In terms of the Regulation 46(2)(h) of the Listing
Regulations the policy for determining material
subsidiaries is placed on the website of the
Company at https://www.jkcement.com/wp-
content/uploads/2025/04/For-Website-Material-
subsidiary-Policy-final.pdf

5. Dividend

The Board of Directors has recommended a
payment of final dividend at a rate of H 15 per equity
share (150%) for the year ended 31^st March 2025
in its meeting held on 24^th May 2025 subject to the
approval of the Members at the 31^st Annual General
Meeting ('AGM'). The final dividend on the equity
shares, if declared as mentioned, would entail a total
outflow of H 115.91 Crores

In terms of the provisions of Regulation 43A of the
Listing Regulations, our Company has formulated a
Dividend Distribution Policy. The policy is available
on our Company's website and can be accessed at
www.jkcement.com/assets/about/companv policy/
Dividend Distribution Policv.pdf

6. Transfer to Reserves

The Board in its meeting held on 24^th May 2025
proposed to transfer H 3.75 Crores (Previous year
H 13.07 Crores) to Debenture Redemption Reserve.
Besides, your Company proposed to transfer H 200
Crores (previous year H 200 Crores) to General
Reserve during FY 2024-25.

7. Share Capital

The paid-up equity share capital as at 31^st March
2025 remained at H 77.27 Crores. During the period
under report, your Company has not issued any
shares including SWEAT Equity, Employee Stock
Option Plan. No reduction of share capital was done
during the financial year.

8. Finance

The Company has availed fresh disbursement
of loans amounting to H 1259.03 Crores during
FY 2024-25 and repaid H 690.80 Crores towards
loans and NCDs during FY 2024-25.

9. Credit Rating

List of Credit ratings obtained by Company

(A) Care ratings

(B) India ratings

(C) Crisil ratings

The information for FY 2024-25 required pursuant to Section 197(12) of the Act read with Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of
Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Particulars about Key Managerial Personnel including Managing Director.

10. Particulars of Loans, Guarantees or
Investments by Your Company

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act and Schedule V of Listing Regulations are given
in the Notes to the Financial Statements.

11. Operations

Grey Cement

During the year under report, production of grey
cement has increased by 4.96% at 17.75 Million
Tonne (compared to 16.91 Million Tonne last year)
and sales increased by 5.60% at 17.71 Million Tonne
(compared to 16.77 Million Tonne last year), driven
by favourable market scenario.

White Cement

During the year under report, production of White
Cement & Wall Putty has increased by 3.62% to
17.15 Lakh Tonne against 16.55 Lakh Tonne in
the previous year. Sales increased by 3.70% to
16.24 Lakh Tonne (compared to 15.62 Lakh Tonne
last year).

12. Projects of the Company

As on the date of this Report, the Company has

(a) Commenced Cement Grinding capacity of 2
MnTPA at JK Cement Works, greenfield grey
cement manufacturing unit at Prayagraj, UP

(b) With this, the Grey Cement production Capacity
increased to 24.34 MnTPA

Expansion in progress: -

(c) 6 MTPA Expansion-

• New Clinker production line having capacity
of 3.6 MTPA at Panna

• Cement Grinding capacity increase of

1 MTPA each at existing locations of Panna,
Hamirpur and Prayagraj (Total 3 MTPA)

• Greenfield Cement Grinding capacity of
3 MTPA at Buxar in Bihar

With this, Cement production capacity would
increase to 30 MTPA by FY 2026.

d) Entry in Jammu & Kashmir-

Your Company, in order to expand its
footprints in Jammu & Kashmir decided to
acquire 60% shareholding in Saifco Cements
Pvt. Ltd. (Saifco) whereupon Saifco would
become a subsidiary of your Company. The
said acquisition will be completed in June/

July' 2026.

13. Personnel

13.1 Industrial Relations and Remuneration

The industrial relations during the period
under review generally remained cordial at all
cement plants.

13.2 Particulars of Employees

List of top 10 employees getting salary in excess
of the limits as specified under the provisions of
Section 197(12) of the Act read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 throughout or part of the
financial year under review is annexed separately
marked as Annexure - E. However, the particulars
of employees posted and working in a country
outside India, not being directors or their relatives
and drawing in excess of the limits stated in the rule
5 is not circulated to the members in the Annual
Report pursuant to Section 136 of the Act. Any
member interested in obtaining such particulars
may inspect and/or send the request to the
Company at its Registered Office at Kamla Tower,
29/1, Dwarikadheesh Road, Kanpur - 208001, UP.
Such details shall be made available by the Company
within three days from the date of receipt of such
request from shareholders. In case of request
received after the date of completion of AGM,
such particulars shall be made available to the
shareholders within seven days from the date of
receipt of such request.

None of the employees listed in the said Annexure
is a relative of any Director of the Company except
Dr. Raghavpat Singhania, Managing Director and
Mr. Madhavkrishna Singhania Joint Managing
Director & Chief Executive Officer being brothers and
Dr. Nidhipati Singhania being father of Dr. Raghavpat
Singhania and Mr. Madhavkrishna Singhania. None
of the employees hold (by himself/herself or along
with his/her spouse and dependent children) more
than two percent of the equity share capital of
the Company.

13.3 Human Resources and Industrial Relations

Our Company has a structured induction process
at all locations. Objective appraisal systems based
on Key Result Areas (KRAs) are in place for senior
management personnel. Our HR is effectively
involved in nurturing, enhancing and retaining talent
through job satisfaction, management development
programme etc.

14. Significant and Material Order Passed by the
Regulator(s) or Court(s)/ Matter of Emphasis
Impacting the Going Concern Status and our
Company's Operations in Future

The Competition Commission of India (CCI) vide
its order dated 31.8.2016, imposed a penalty of
H 12,854 Lakh on the Company. The Appeal was
heard whereupon National Company Law Appellate
Tribunal (NCLAT) vide order dated 25.7.2018 upheld
CCI's order. The Company has filed statutory appeal
before the Hon'ble Supreme Court, which vide its

order dated 5.10.2018 has admitted the appeal and
directed that the interim order of stay passed by the
NCLAT in this matter will continue for the time being.
The Company, backed by legal opinion, believes
that it has a good case and accordingly no provision
has been made in the Audited Annual Financial
Statements for FY 2024-25.

In a separate matter, CCI imposed a penalty of
H 928 Lakh vide order dated 19.1.2017 for alleged
contravention of provision of Competition Act, 2002
by the Company. On Company's appeal, NCLAT
stayed the operation of CCI's order. The matter is
pending for hearing before NCLAT. Based on Legal
opinion, the Company believes that it has a good case
and accordingly, no provision has been made in the
Audited Annual Financial Statements for FY 2024-25.

Members' attention is drawn to the statement on
contingent liabilities in the notes forming part of the
Financial Statements.

15. Corporate Governance

A report on Corporate Governance in terms of
Regulation 34(3) read with Para C of Schedule V of
the Listing Regulations along with the Practicing
Company Secretary's Certificate on its compliance
forms an integral part of this Report.

16. Public Deposits

During the FY 2024-25, your Company has not
invited any deposits from public/shareholders under
Section 73 and 74 of the Act.

17. Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of
the Act and regulation 22 of the Listing Regulations,
the Company has framed a 'Whistle Blower Policy'
to establish Vigil Mechanism for directors and
employees to report genuine concerns.

The Whistle Blower Policy has been posted on the
website of the Company https://www.ikcement.com/
wp-content/uploads/2025/04/For-Website-Whistle-
Blower-Policv- -final.pdf

18. Mitigation of Risk

The Company has been addressing various risks
which are impacting the Company. The Board of
Directors of the Company has developed and
implemented a Risk Management Policy for the
Company which may be accessed at https://www.
ikcement.com/wp-content/uploads/2023/10/
kpmg risk management policy ik cement
ltd final6-2-21. Further the constitution of risk
management committee, meetings and attendance
during the year and terms of reference of the same
is mentioned in the Corporate Governance Report.

19. Commodity Price Risk/Foreign Exchange
Risk and Hedging Activities:

Your Company hedges its foreign currency exposure
in respect of its imports as per its laid down policies.
Your Company uses forward covers, currency swaps,
interest rates swaps or a mix of all. Your Company
does not have material exposure to any commodity
and accordingly, no hedging activities for the same are
carried out. Therefore, there is no disclosure to offer
in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/
CIR/P/2018/0000000141 dated 15^th November 2018.

20. Remuneration Policy

The Board of Directors and Nomination and
Remuneration Committee follows a policy on
selection, appointment and remuneration of
Directors, Key Managerial Personnel and Senior
Management Personnel of the Company. The
Policy inter-alia covers the criteria for determining
qualifications, positive attributes, independence
of a director and the criteria for selection and
appointment of Board Members and Senior
Management Personnel and their remuneration.

The Policy can be accessed at https://www.

ikcement.com/wp-content/uploads/2024/04/JKCL-

Nomination-and-Remuneration-Policv.pdf.

The Remuneration Policy is stated in the Corporate
Governance Report.

21. Related Party Transactions ('RPT')

All the related party transactions are entered on
an arm's length basis, in the ordinary course of
business and are in compliance with the applicable
provisions of the Act and the Listing Regulations.
There are no material related party transactions
made by the Company which may have potential
conflict with the interest of the Company at large
or which warrants the approval of the shareholders
in accordance with Section 188 (1) of the Act and
regulation 23 of the Listing Regulations.

Accordingly, no transactions are being reported
in Form AOC-2 in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014. However, the details of the transactions with
Related Party are provided in the Company's financial
statements in accordance with the Indian Accounting
Standards. All related party transactions are presented
to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are
foreseen and repetitive in nature. Only the members of
the Audit Committee who are Independent Directors
approve related party transactions. A statement of
all related party transactions pursuant to omnibus
approval is presented before the Audit Committee on a
quarterly basis, specifying the nature, value and terms

and conditions of the transactions. The statement is
supported by the certificate from the MD and the DMD
& CFO. The Policy on materiality and on dealing with
related party transactions as approved by the Board is
uploaded on the Company's website at https://www.
ikcement.com/wp-content/uploads/2025/04/For-
Website-RPT-Policy- final-1.pdf

22. Auditors' Report

Your Company prepares its financial statements in
compliance with the requirements of the Act and the
Generally Accepted Accounting Principles (GAAP) in
India. The financial statements have been prepared
on a historical cost basis (except items disclosed in
significant accounting policies). The estimates and
iudgements relating to the financial statements are
made on a prudent basis, so as to reflect a true and fair
manner, the form and substance of transactions and
reasonably present the Company's state of affairs,
profits and cash flows for the year ended 31^st March
2025. Auditors' Report to the shareholders does
not contain any qualification reservation, disclaimer
or adverse remarks in the standalone or in the
consolidated financial statements for the year under
report. However, Auditors have drawn the attention of
shareholders on penalty imposed by CCI, the matter
is adequately covered in Para 14 above and to be read
along with notes to accounts and on audit trail facility
and back up of books of accounts as mentioned in
Audit Report and Note 45 of Financial Statements.

23. Internal Financial Controls and its Adequacy

The Board has adopted policies and procedures
for ensuring orderly and efficient conduct of its
business including adherence to the Company's
Policies, the safeguarding of its assets, the
prevention and detection of Frauds and errors,
the accuracy and completeness of the accounting
records and the timely preparation of reliable
financial disclosures. The Company's internal
control system is commensurate with its size,
scale and complexities of its operations. The Audit
Committee actively reviews the adequacy and
effectiveness of the internal control system and
suggests improvements to strengthen the same. It
also reviews the quarterly Internal Audit Reports.

24. Directors and Key Managerial Personnel

24.1Appointments

a. In accordance with the provisions of Section
152 of the Act and the Company's Articles of
Association, Mr. Paul Heinz Hugentobler, (DIN
00452691) will retire by rotation at the ensuing
Annual General Meeting and being eligible,
offers himself for reappointment.

b. All Independent Directors have given
declaration that they meet the criteria of
independence as laid down under Section
149(6) of the Act and Regulation 16(1 )(b) of the
Listing Regulation

c. During the year under report the Shareholders
re-appointed Dr. Raghavpat Singhania

(DIN 02426556) as Managing Director,

Mr. Madhavkrishna Singhania (DIN 07022433)
as Joint Managing Director & CEO and Mr. Ajay
Kumar Saraogi (DIN 00130805) as Deputy
Managing Director & CFO. These three
reappointments would be effective from 17^th
June 2025.

24.2 Cessations

Mr. Sudhir Jalan (DIN 00111118) a Non Executive Non
Independent Director has resigned as a Director
of the Company w.e.f. 16.4.25 due to old age hence
reduced commitments.

24.3 Redesignation

During the year under report Mr. Madhavkrishna
Singhania has been redesignated as Joint Managing
Director & Chief Executive Officer without any
change in the terms of appointment approved by
the shareholders.

24.4 Key Managerial Personnel

During the year under report, following Officials
acted as Key Managerial Personnel:-

25. Meetings of the Board of Directors

During the financial year 2024-25, 6(Six) Board
Meetings were convened and held, the details
of which are given in the Corporate Governance
Report. The intervening gap between the Meetings
were within the period prescribed under the Act.

26. Board Evaluation

Pursuant to the provisions of the Act and regulation
17 of the Listing Regulations, the Board has carried
out an annual performance evaluation of its
Independent Directors, Committees and the board
as a whole. The Independent Directors evaluated
the performance of Non - Independent Directors.

The Board of Directors expressed its satisfaction
with the evaluation process. The Board of Directors
also evaluated the functioning/performance of Audit
Committee, Stakeholders' Relationship Committee,
Nomination and Remuneration Committee, Risk
Management Committee CSR and Sustainability
Committee, Committee of Directors and expressed
satisfaction with their functioning/performance.

27. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act the Board of
Directors to the best of its knowledge and ability
confirm that:

(i) In the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanations relating
to material departures;

(ii) The Directors have selected such accounting
policies, judgements and estimates that are
reasonable and prudent and applied them
consistently, so as to give a true and fair view
of the state of affairs of the Company as on
31^st March 2025, and of the statement of Profit
and Loss and cash flow of the Company for the
period ended 31^st March 2025;

(iii) Proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

(iv) The annual accounts have been prepared on an
ongoing concern basis;

(v) Proper internal financial controls to be followed
by the Company has been laid down and that
such internal financial controls are adequate
and were operating effectively and

(vi) Proper systems to ensure compliance with
the provisions of all applicable laws has been
devised and that such systems were adequate
and operating effectively.

28. Statutory Auditor

Pursuant to Section 139 of the Act, M/s. S.R. Batliboi
& Co. LLP., Chartered Accountants (ICAI Firm
Registration No. 301003E/E300005) was appointed
as Statutory Auditors by the members of the
Company at the 28^th Annual General Meeting held
on 13^th August 2022, for a period of five years till
the conclusion of the 33^rd Annual General Meeting.
There are no qualifications, reservation, disclaimer or
adverse remarks given in the report for FY 2024-25.

29. Cost Auditor

Pursuant to section 148 of the Act, the Board of
Directors on the recommendation of the Audit
Committee, appointed M/s K.G. Goyal & Company,
Cost Accountants Firm Registration No. 000017 as
the Cost Auditors of the Company for the FY 2025¬
26 and has recommended its remuneration to the
Shareholders for ratification at the ensuing AGM.

M/s K.G. Goyal & Company have confirmed that
their appointment is within the limits of the Section
141 of the Act, and have also certified that they
are free from any disqualifications specified under
Section 141 of the Act. The Audit Committee has
also received a certificate from the Cost Auditor
certifying its independence and arm's length
relationship with the Company. The Cost Audit
Report for the financial year 2024-25 is being filed
with the Ministry of Corporate Affairs. There have
been no qualifications, reservation, disclaimer or
adverse remarks given in the report for FY 2024-25.

The Company is maintaining cost records as
specified by the Central Government under sub¬
section (1) of section 148 of the Act.

30. Secretarial Audit

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014,
the Board has appointed M/s. Reena Jakhodia
& Associates, Kanpur, Company Secretaries in
Practice Membership No: F6435 C.P. No.: 6083 as the
Secretarial Auditor for conducting Secretarial Audit
of the Company for the FY ended 31^st March 2025.
The report of the Secretarial Auditor is attached as
Annexure A. The Secretarial Audit Report does not
contain any qualification, reservation or adverse
remark except as detailed in MR-3 annexed to this
Report. The Company is in compliance with the
Secretarial Standards, specified by the Institute of
Company Secretaries of India ('ICSI').

31. Reporting of Fraud

The Auditors of the Company have not reported
any material fraud committed to the Company
as specified under Section 143(12) of the Act.
Further, no case of material Fraud on the Company
has been reported to the Management from any
other sources.

32. Compliance with Secretarial Standards("SS")
on Board and Annual General Meetings

The Company has complied with Secretarial
Standards issued by the ICSI viz. SS-1 on
Meeting of the Board of Directors and SS-2 on
General Meetings.

33. Corporate Social Responsibility (CSR)

Corporate Social Responsibility is an integral part of
the Company's ethos and the Company is pursuing
its CSR Policy on a sustained basis. The Company
assists in running of schools at its Cement Plants,
ITIs and Sir Padampat Singhania University, Udaipur
imparting specialised value based education to
students. Also, the Company played a constructive
role in the infrastructural development of
surrounding areas. During the period under report,
the Company undertook various activities e.g.

Art, Culture, Community Welfare, Drinking Water,
Sanitation, Education, Health, Rural Development,
Eradicating Hunger/Poverty, Medical Education. The
Annual Report on CSR activities is annexed herewith
as Annexure B.

34. Statutory Information

34.1 Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo.

Particulars with regard to conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and outgo in accordance with the provisions of
Section 134 (3)(m) of the Companies Act 2013 read
with Rule 8(3) of Companies (Accounts) Rules, 2014
in respect of Cement plants are annexed hereto as
Annexure C and form part of the Report.

34.2 Annual Return

In terms of Section 92(3) of the Act and Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is
available on the website of the Company at the link
www.ikcement.com

34.3 Business Responsibility and Sustainability
Report

The Business Responsibility and Sustainability
Report for the year ended 31^st March 2025 as
stipulated under regulation 34 of the Listing
Regulations is annexed as Annexure D and forms
part of the Annual Report.

34.4 Management Discussion & Analysis (MDA)
Statement

The MDA as required under Reg 34 read with
schedule V of the Listing Regulations is annexed
hereto and forms an integral part of this Report

35. Transfer to Investor Education and
Protection Fund

During the financial year 2024-25, the Company
has transferred a sum of H 30,39,224 (previous year
H 14,52,724 /-) which represents unclaimed dividend

and 13,072 Equity Shares (held by Shareholders)
after the close of previous financial year to
the Investor Education and Protection Fund in
compliance with provisions of the Act.

36. Disclosures Under the Act and Listing
Regulations

36.1 Policy on Sexual Harassment of Women at
Workplace:

The Company has zero tolerance towards sexual
harassment at the workplace and towards this, has
adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
framed thereunder. All employees (permanent
contractual, temporary, trainees) are covered under
the said policy. Internal Complaints Committees
have also been set up at various locations to redress
complaints received on sexual harassment. During
the financial year 2024-25, the Company has not
received any complaint of sexual harassment from
any of the women employees of the Company and/or
no incident of sexual harassment has been reported
at the premises of the Company.

36.2 Independent Directors

The Company's Independent Directors have
submitted requisite declarations confirming that
they continue to meet the criteria of independence
as prescribed under Section 149(6) of the Act and
regulation 16(1 )(b) of the Listing Regulations. The
Independent Directors have also confirmed that
they have complied with Schedule IV of the Act
and the Company's Code of Conduct. The Board
is of the opinion that the Independent Directors
of the Company possess requisite qualifications,
experience and expertise in the fields of finance,
people management, strategy, auditing, tax and
risk advisory services, infrastructure, banking,
insurance, financial services, investments, mining
& mineral industries and E-marketing; and they
hold highest standards of integrity. All Independent
Directors possesses certificates issued by Institute
of Corporate Affairs, Manesar ('MCA').

37. Familiarisation Programme for Independent
Directors

The familiarisation programme aims to provide
Independent Directors with the cement industry
scenario, the socio-economic environment in
which the Company operates, the business model,
the operational and financial performance of the
Company, significant developments so as to enable
them to take well informed decisions in a timely
manner. The familiarisation programme also seeks

to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes.
Further, the details of the training and familiarisation
program are provided in the Corporate Governance
Report forming part of the Annual Report of the
Company. Further, at the time of the appointment
of an Independent Director, the Company issues a
formal letter of appointment outlining his / her role,
function, duties and responsibilities. The format of
the letter of appointment is available on Company's
website at https://www.ikcement.com/board-of-
directors/

38. Equal Opportunity by Employer

The Company has always provided a congenial
atmosphere for work to all employees that is free
from discrimination and harassment including sexual
harassment. It has provided equal opportunities
of employment to all irrespective of their caste,
religion, color, marital status and sex.

39. Cautionary Statement

Statements in the Directors Report and the
Management Discussion and Analysis describing
the Company's obiectives, expectations or
predictions, may be forward looking within
the meaning of applicable securities laws and
regulations. Actual results may differ materially from
those expressed in the statement, important factors
that could influence the Company's operations
include: global and domestic demand and supply
conditions affecting selling prices, new capacity
additions, availability of critical materials and their
cost, changes in government policies and tax
laws, economic development of the country, and
other factors which are material to the business
operations of the Company.

40. Other Disclosure

No disclosure or reporting is made with respect to
the following items, as there were no transactions
during the year under review:

• Details relating to deposits that are covered
under Chapter V of the Act

• The issue of equity shares with differential rights
as to dividend, voting or otherwise

• The issue of shares to the employees of the
Company under any scheme (sweat equity or
stock options)

• There is no change in the Share Capital / Debt
Structure during the year under review

• The Company does not have any scheme or
provision of money for the purchase of its own
shares by employees or by trustees for the
benefits of employees

• Managing Director, Joint Managing Director &
CEO and Dy. Managing Director & CFO has not
received any remuneration or commission from
any of its subsidiaries

• There was no revision in the financial statements

• There was no change in the nature of business

• There were no material changes and
commitments affecting financial position of the
Company between the end of the financial year
and the date of this report

• No proceeding is filed and/or pending against
your Company under the Insolvency and
Bankruptcy Code, 2016 as on 31^st March 2025.

• Details of difference between the amount of
valuation done at the time of onetime settlement
and the valuation done while taking loan from the
Banks and Financial Institutions along with the
reasons thereof is not applicable.

41. Acknowledgements

Your Directors wish to place on record their
appreciation for the valuable support received by
your Company from Banks, Govt. of Rajasthan,

Govt. of Karnataka, Govt. of Haryana, Government
of Madhya Pradesh, Govt. of Uttar Pradesh, Govt. of
Gujarat, Central Govt. and Government of Fujairah.
The Board thanks the employees at all levels for
their dedication, commitment and hard work put
in by them for the Company's achievements.

Your Directors are grateful to the Shareholders/
Stakeholders for their confidence and faith reposed
in the Board.