Your Directors have the pleasure in presenting the 86^th Annual
Report along with the Audited Financial Statements of the
Company for the Financial Year ended 31^st March 2026.

FINANCIAL RESULTS ' in Crore

DIVIDEND

Yours Directors are pleased to recommend a Dividend of '6.50
per Equity Share (130%) on the Equity Share Capital of '62.09
Crore for the Financial Year ended 31^st March 2026 subject to the
approval of the Members at the ensuing Annual General Meeting
(AGM) and deduction of tax at source, as may be applicable. The
total Dividend outgo will be '80.72 Crore. Dividend payout is in
accordance with the Dividend Distribution Policy of the Company.

RESERVES AND APPROPRIATIONS

The amount available for appropriation including Surplus for the
Year stood at '2,762.60 Crore. The Directors propose this to be
appropriated as under:

PERFORMANCE REVIEW

As per the provisional estimates released by the Ministry of
Statistics & Programme Implementation, India's real GDP growth
for Financial Year (FY) 2025-26 has been placed at 7.6%, with a
notably resilient 7.2% rise in Q4 FY 2025-26, which is impressive
given the severe West Asia conflict-driven energy shock that
unfolded in the final weeks of the quarter. Nominal GDP expanded
by approximately 12.2%, with real Gross Value Added ('GVA')
rising 7.3%, underpinning broad-based economic momentum.
Infrastructure and construction remained key drivers -
construction grew approximately 10% over the year, with
manufacturing recording double-digit expansion for the third
consecutive year. Rural demand was a standout performer,
supported by an above-normal monsoon, record kharif & rabi
crop output, and healthy rural wage growth. Urban
consumption, however, moderated in Q4 as rising energy costs
and rupee depreciation weighed on the sentiment. With headline
Consumer Price Index (CPI) averaging a historic low of 2.1% for
FY 2025-26 before the West Asia shock altered the FY 2026-27

inflation trajectory, the RBI delivered a cumulative 125 basis points
of repo rate cuts through the year - though the April 2026
Monetary Policy Committee (MPC) meeting marked a decisive
pause at 5.25%, with the central bank adopting a data-
dependent, wait-and-watch stance amid geopolitical uncertainty.

Industry cement volumes were approximately 7% higher year-
on-year at ~480 million tonnes in FY 2025-26, driven by strong
demand from infrastructure - roads, railways, urban transit, &
irrigation and continued momentum in housing under PMAY
and allied schemes. Approximately 64 million tonnes of cement
capacity was added during the year, taking total installed
capacity to ~712 million tonnes. The overall capacity utilisation
fell marginally to ~69%, reflecting supply additions outpacing
demand growth.

Unlike the prior year, there were no major electoral or seasonal
disruptions to demand in H1. Infrastructure activity - roads,
expressways, metro rail and water infrastructure drove consistent
volumes throughout the year. Housing demand, both urban
affordable and rural, provided a steady second leg of support.

Despite the healthy volume environment, pricing remained a
significant challenge. Cement prices, while recovering marginally
from their five-year lows in FY 2024-25, remained largely range-
bound for most of the year, with competitive regional dynamics
and continued capacity additions limiting pricing power. The
West Asia conflict in Q4 introduced a fresh cost headwind - pet
coke prices, LNG costs, diesel and freight charges, and the rupee-
denominated landed cost of imported inputs all rose sharply in
March 2026, compressing margins at a time when the industry
had limited ability to pass through costs in a competitive pricing
environment. Regional variations continued to influence
performance, with the Central and Northern regions leading
volume growth, while certain Western and Eastern markets
followed closely. South experienced minimal volume growth.

Despite these challenges, the Company i.e. JK Lakshmi Cement
Ltd. (JKLC) sustained and marginally improved its market share.
With the commissioning of the Surat Grinding Unit capacity
addition of 1.35 million tonnes, our total capacity has reached 18
million tonnes - reinforcing our position as a significant mid¬
sized player with a growing national footprint. Our limestone
mine acquisition in Assam continues to underpin our long-term
strategic commitment to the high-growth Eastern market.

With cement prices expected to remain range-bound in the
near term and upside cost risks from energy persisting into FY
2026-27, JKLC is prioritising profitable volume growth,
advancing its Smart Building Solutions and premium product
portfolio, deepening ESG leadership and reinforcing its presence
in high-potential regional markets.

In FY 2025-26, JKLC produced 126.07 lakh tonnes of cement, up
from 114.21 lakh tonnes in FY 2024-25. Sales volumes of cement
and clinker also grew to 133.46 lakh tonnes, up from 121.29
lakh tonnes in the prior year, reflecting the benefit of the Surat

unit's additional capacity commissioning, improved
infrastructure demand, and our continued focus on volume-led
market share consolidation.

The Company registered an EBIDTA of '1,127.90 Crore as
against '918.27 Crore in the previous Financial Year, while the
Net Profit is at '430.34 Crore as against '282.72 Crore in the
previous Financial Year.

SMART BUILDING SOLUTIONS (SBS)

JKLC has a strong focus on developing its SBS portfolio of
solutions, which now accounts for 10% of total sales. During the
FY 2025-26, 5 new RMC plants were commissioned across
Bhopal, Faridabad, Bhavnagar, Indore, and Durg. Tile Adhesive
production was launched to strengthen the ready-to-use
adhesives range, and two additional Gypsum Plaster trading
units were added in Rajasthan to scale up the SBS operations.

SUSTAINABILITY

JKLC sustainability has always been at its core of business strategy
and operations. As a responsible corporation, JKLC is striving to
drive its business sustainably through focused action,
collaboration, advocacy and thought leadership.

One of the key challenge before the global community is climate
change. The cement industry is inherently carbon-intensive, with
cement production accounting for a significant portion (about
8%) of global CO emissions. Your Company has undertaken
multipronged strategy towards decarbonisation which includes
commitment for Net Zero, shift towards renewable energy,
improved energy efficiency, substitute fossil energy with
alternative fuel and raw material (AFR), produce low carbon
blended cement including PPC, large scale plantation as a carbon
sink and adoption of technology which helps in reducing
Greenhouse Gas (GHG) emission, among others.

Your Company is committed to reducing carbon emissions and
promoting resource efficiency throughout its operations.
Environmental responsibility is our top priority and we have
implemented a comprehensive strategy to minimize our
footprints. The Company believe that sustainable practices lead
to greater efficiency and we continuously look for ways to go
green while optimising cement production.

The Company had adopted a circular economy approach,
incorporating alternative fuels and raw materials. Our dedicated
research and development centre explores solutions for waste
management and resource optimization. Utilisation of industrial
waste like fly ash, slag, and gypsum not only reducing our
dependence on virgin resources but also contributing to
responsible waste disposal.

JKLC is a member of RE100 and has pledged 100% Renewable
Energy. The Company has undertaken a commitment to the
Science Based Targets initiative (SBTi), reinforcing its ambition to
align GHG emission reduction pathways with climate science
reflects our proactive role in supporting India's national climate
goals while ensuring long-term competitiveness in a
carbon-constrained future.

JKLC's ESG rating has improved from 68.9 to 70.7 by Stakeholder
Empowerment Services and this score is well above industry
average & median score. S&P Global gave 100 out of 100 score
to JKLC's Annual Report out of 125 participants companies
globally in its corporate sustainability assurance.

Your Company had implemented several water conservation
measures like rainwater harvesting, wastewater treatment and
recycling. Additionally, green belts around our manufacturing
units promote biodiversity and mitigate air pollution. We are
committed to responsible sourcing of raw materials to minimize
our environmental impact and promote sustainable supply chain
practices. We recognize that as we increase our production
capacity, it is essential to ensure that our sourcing practices align
with our sustainability goals.

The Company received Indian Chamber of Commerce Jury Choice
Award for Outstanding Contribution to Circular Economy for
year 2025 and 1^st Runner-Up in Excellence in Sustainability
(Manufacturing Sector).

DE-LEVERAGING AND EFFICIENT DEBT MANAGEMENT

The Company has continuously been focusing on reducing its
leveraging and efficiently managing its debt profile. Despite the
increased borrowings emanating from ongoing Projects, the
Company's Net Debt reduced from '1,379 Crore as of March
2025 to '1,266 Crore as of March 2026. The Company continues
to judiciously deploy its Treasury Corpus in various Tax Efficient
Instruments.

CREDIT RATING

Efficient Debt Management and improvement in various
Operating parameters has enabled the Company to maintain its
Long-term Credit Rating from CRISIL and CARE at AA (Double A)
with a Stable Outlook. The Company continues to enjoy the
highest possible rating of A1 (A One Plus) from both CRISIL and
CARE for its Short-term borrowings.

KEY HIGHLIGHTS: FINANCIAL YEAR 2025-26

During the Financial Year 2025-26, the Company has achieved
several new landmarks, few of which are given hereunder:

1. Higher Production & Sales

10% Higher Production & Sales better than Industry
Growth.

Capacity utilization increased to 73% in 2025-26 from 70%
in 2024-25.

2. Efficient Financial Management

Decline in Gross and Net Debt.

Rise in Cash and Cash Equivalent.

Net Debt Equity reduced to 0.32 in 2025-26 from 0.39 in
2024-25.

Increased Returns from Treasury Operations.

Efficient Working Capital Management.

3. Supply Chain Management

Deployed 30 Electric Vehicles (EVs) and 63 CNG trucks,
resulting in reduced GHG emissions and enhanced
efficiency.

Operationalised 40 LNG trucks, contributing an estimated
CO reduction of ~187 tonnes annually with improved fuel
efficiency.

Achieved a significant increase in road direct dispatches
during FY 2025-26, improving delivery timelines and
operational efficiency.

Expanded GPS-enabled fleet coverage from 85% to 91%,
enhancing real-time visibility and logistics control.

Integrated with the m-Parivahan portal for real-time
automated validation of vehicle RC, insurance, and permit
compliance - strengthening fleet discipline.

4. Promoting Environmental Stewardship

Achieved 47% renewable power share of total electricity
consumption.

Attained a thermal substitution rate of 9%.

Solar Power Capacity Increased to 124.25 MW.

Produced Low-carbon blended cement 62% of total
cement production.

Converting Kalol Plant into producing 100% blended Cement.

5. Brand Building:

Launched GreenPro, India's first commercially available LC3
cement, marking a significant step forward towards our net
zero commitment.

Repositioned Platinum Heavy Duty around the proven
benefits of low-alkali cement, reinforcing its credentials for
strength and durability in demanding construction
applications.

Sharpened focus on younger, aspiration-driven consumers
- those building homes and leaving legacies - reinvigorating
brand conversations across markets and improving recall.

Launched fresh loyalty programs for retailers and influencers,
alongside enhanced dealer engagement initiatives,
rewarding the partners who drive growth on the ground.

Leveraged Rajasthan Royals IPL sponsorship as a high-
impact brand-building platform, amplifying visibility among
younger consumers, trade partners, and influencers alike.

6. Digital & IT Initiatives

Strengthened the core digital ecosystem through SAP RISE,
Salesforce, Snowflake, Fivetran, Dataiku, OTM, and
Darwinbox, creating a scalable and integrated technology
backbone.

Accelerated adoption of AI, Generative AI, and Agentic AI,
enabling intelligent automation and data-driven decision¬
making across the enterprise.

Deployed Al-led automation in invoice processing, document
intelligence, customer engagement, and workflow
automation, improving productivity and process efficiency.

Advanced governance and visibility through real-time analytics,
Enterprise Performance Management (EPM) and predictive
dashboards, enabling integrated performance monitoring.

Achieved ISO/IEC 27001:2022 certification and reinforced
cyber resilience through Zero Trust Architecture, Al-enabled
security operations, automated GRC, and advanced
identity governance.

7. Focus on Smart Building Solutions (SBS)

Five New RMC plants were commissioned Pan-India across
Bhopal, Faridabad, Bhavnagar, Indore and Durg,
meaningfully expanding JKLC's geographic footprint in the
RMC segment.

Entry into South India by acquiring an AAC plant in Andhra
Pradesh.

Product range deepened across categories with the launch
of Tile Adhesive to strengthen the ready-to-use adhesives
range, while two additional Gypsum Plaster units were
added in Rajasthan, broadening the SBS portfolio across
categories and geographies.

8. Corporate Social Responsibility (CSR)

Total CSR Spent during FY 2025-26 stood at '10.88 Crore
Number of Beneficiaries: 3.28 Lakh
AWARDS AND RECOGNITIONS

Your Company has been bestowed with prestigious awards on
both national as well as international level. Some of the
accolades and awards received during the year are as follows:

• Smt. Vinita Singhania, our esteemed Chairperson &
Managing Director, has been honoured with the "Women
Achiever in Infrastructure 2025" at the 10th Edition of ET
Now Infra Focus Summit and Awards.

• Recognized among the Top 5 Cement Companies to Work
for in India at the India HR Summit & Awards 2025 held in
New Delhi.

• Conferred with Excellence in Sustainability (Manufacturing
Sector) - 1^st Runner-Up and the Jury Choice Award for
Outstanding Contribution to Circular Economy at the 3^rd
Edition of the Annual Sustainability Symposium &
Excellence Awards 2025, organized by the Indian
Chamber of Commerce at India Habitat Centre, New Delhi.

• Honoured with the Second Fastest Growing Company
Award (Medium Category) in India by Indian Cement Review.

PROGRESS OF THE PROJECTS, EXPANSIONS AND ACQUISTIONS

During the FY 2025-26, the Company acquired 26% Equity
Shareholding in Ampin C&I Power Four Private Limited (Ampin) for
putting up 9.90 MWp Solar Power Project under the Captive Power
Route. Thus, Ampin has become Associate of your Company.

Further, the Company acquired 77.96% Equity Shareholding in
NECEM Cements Limited, resulting in it becoming a Subsidiary of
the Company during the year. This strategic acquisition is
expected to strengthen the Company's presence in the North¬
Eastern region of India and provide access to substantial
limestone reserves, thereby supporting the long-term
sustainability and growth of the Company's operations in the
North-Eastern region.

The Company successfully commissioned the additional Grinding
Unit of 13.50 Lakh Tonnes Per Annum at Surat and also completed
the debottlenecking at Jaykaypuram, Sirohi, Rajasthan. With this,
the total Cement Capacity of the Company has increased from
1 6.5 Million Tonnes Per Annum (MTPA) to 18 MTPA.

The expansion of Integrated Cement Plant at Durg in
Chhattisgarh is in progress which shall be implemented in phases
to be fully completed by March 2028. After completion of this
Project, the Clinker capacity of the Company shall increase from
10 MTPA to 12.3 MTPA and Cement capacity from 18 MTPA to
22.6 MTPA.

The Company's acquisition of 85% stake in Trivikram Consortium
in Assam has been jeopardized with the cancellation of Mines
Developer & Operator (MDO) Agreement by Assam Mineral
Development Corporation (AMDC). The Company has since
initiated legal proceedings against the Seller for recovery of '130
Crore paid alongwith the damages.

The Company participated in the e-auction conducted by the
Govt. of Assam wherein the Company has been declared as the
'Preferred Bidder' for three Limestone Blocks measuring total
area of 605 ha by AMDC (including 2 Mines earlier allotted under
the MDO Agreement to Trivikram Consortium) in the State of
Assam.

INTERNAL FINANCIAL CONTROLS

The Company has in place a strong Internal Financial Control
System, Policies & Procedures which ensures accuracy &
completeness of Accounting Records and helps also in timely
preparation of the reliable Financial Statements. These Internal
Financial Control Systems are designed for safeguarding the
assets of the Company and for the prevention and detection of
errors and frauds commensurate with the size, nature &
complexities of the Operations of the Company. These Policies &
Procedures were found by the Statutory Auditors of the
Company to be adequate for smooth, orderly and efficient
conduct of the business of the Company.

The Company has in place specific Standard Operating Practices
(SOPs) for its various functions. These SOPs are periodically
reviewed by the External & Internal Auditors of the Company and
exceptions are reported for corrective actions.

The Internal Financial Control Systems are regularly reviewed to
ensure their effectiveness, taking into account the essential
components of Internal Financial Controls as stated in the
Guidance Note on the Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered

Accountants of India. Based on such assessments carried out by
the Management, no reportable material weaknesses in the
adequacy in the System of Operations of Internal Financial
Controls were observed during the year.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a socially responsible corporate citizen which
truly believes that business priorities co-exist with commitment
for inclusive development. The guiding principle of the Company
has been to build foundation of compassion and inclusivity that
strengthens not only our organisation but also the communities
we serve. Your Company has developed a CSR strategy roadmap
on the basis of community needs aspirations and macro issues
particularly impacting state and national development priorities.

Company's CSR vision is "to be an environmentally and socially
conscious corporate citizen, harmoniously coexisting with its
empowered and prosperous communities and delivering
unparalleled experience for its stakeholders for a sustainable and
shared future." The Company's CSR core focus is to strengthen
community relationship and to bring sustainable change in the
quality of life of neighbourhood community through its various
CSR projects in the thematic areas of Education, Health, Water &
Sanitation, Skills Development, Livelihood Promotion and Rural
Development. Through its various need based and high impact
CSR projects, the Company has been able to directly impact and
bring positive changes in the lives of more than 3.25 Lakh people
spread across its business operations with the focus on
benefiting women, girls, youths and other vulnerable families.

Our CSR approach is based on understanding the unique context
of a particular community and then design & deliver their need &
aspiration based CSR projects. Our CSR model is human
development centric and accordingly we focus on delivering
tailormade CSR projects aimed at improving health, education,
skill, livelihoods and rural infrastructure related gaps so that the
development is transformational. There is another structural gap
in terms of vulnerable communities last-mile-connectivity to
access government schemes and projects. Our Company focuses
on facilitating marginalised communities to access the
government schemes so that the impact gets multiplied.

During the reporting period, the Company implemented several
"Ongoing Projects" in thrust areas of Health, Water & Sanitation,
Education, Skilling & Livelihood and Rural development. Under
Project Aarogya, medical camps were organized, reproductive
and child health services were delivered at the doorsteps to
reduce maternal and infant's mortality among tribal
communities, while at few locations, food kits were provided to
Multi-Drug Resistant -TB patients from poor families to improve
their nutritional status for speedy recovery. We have reduced
infant and maternal mortality in the underserved areas through
an innovative Naya Savera program in Pindwara block of Sirohi
District, Rajasthan. Your Company started this project in 2004
which has helped us in significantly reducing infant mortality in
tribal communities. Additionally, it has brought changes in the
traditional cultural practices which have contributed in overall

empowerment of women. Company undertook activities for
holistic development of adolescents under Project Vidya and also
organized bridge and remedial classes for out-of-school and
school drop-out children for their mainstreaming into
government schools, supported government schools for
improvement in physical & classroom infrastructure and facilities,
provided various types of support to students and continued our
support to schools working for Special children and their families.
Your Company provided scholarship to more than 250 needy &
meritorious students and more than 6000 students of
government schools of standard X to XII were provided career
counselling. At Shripati Singhania Skill Centres at various
locations, more than 2000 youths benefited from different
education & skilling programmes. The Company has undertaken
several activities for empowering youth and families with focus on
women and girls in the areas of education and for income
generation through providing them trainings on various trades
and skills like Madhubani painting, computer, stitching,
beautician, motor driving, jewellery making etc. Under JK Lakshmi
Aajivika Project, the Company undertook employability &
entrepreneurship trainings and supported number of youth and
families in setting up of small businesses for income generation.
Livestock development has also been one of the key activities to
strengthen livelihoods of the communities and families. As a part
of livestock development, the Company had undertaken door-to-
door veterinary services including infertility treatment, awareness
on disease management and fodder development in villages.
Under JK Lakshmi Gramin Vikas project, the Company supported
infrastructure development in the nearby communities.

Under JK Lakshmi Swajal and Swachhta project, the Company's
initiatives include setting up water facilities for domestic use,
repair of anicut for watershed development, pond deepening,
setting up of water huts, provision of water tanks and recharging
of water bodies, fogging, door to door garbage management
among others. These initiatives in the CSR benefited number of
disadvantaged, vulnerable and economically marginalized
communities. The Company also strategically endeavoured
towards facilitating "last-mile-connectivity" to the poor to access
various State and Central Govt. Schemes aimed at poverty
alleviation benefiting more than 2000 families.

During the reporting period, the Company's CSR initiatives have
been able to bring qualitative changes in the lives of the
communities around its plant locations. One of the key impacts
has been empowerment of women due to improvement in their
income resulting into their higher familial and societal status.

Your Company is also promoting employee engagement in
various CSR projects to create socially responsible behaviour
among its employees.

The Company conducted Impact Assessment of education,
livelihood and water projects of Durg unit by using methodology
of Social Return on Investment (SROI) through 3^rd party. The
assessment highlights transformational & intergenerational
impact of our projects.

Your Company also proactively sharing our CSR impact stories on
Company's social media platform.

The Company received number of awards and accolades for its
meaningful and life-changing CSR initiatives during the year. The
Company received Most Impactful CSR Practices and Best
Innovation in CSR Practices Award. It received an "Appreciation
Plaque" for creating outstanding CSR Impact in the community
under the Aspirational District category of 21^st FICCI CSR Awards
and Shiksha Bhushan Award at the 29^th State-Level Bhamashah
Samman Ceremony for its education initiative for the
communities around Jaykaypuram Unit.

The Company has requisite Corporate Social Responsibility Policy
in accordance with the provisions of the Companies Act, 2013
(Act) and Rules made thereunder, as amended. The CSR Policy
along with brief description of CSR projects are disclosed on the
website of the Company at www.jklakshmicement.com.

The Annual Report on CSR activities undertaken by the Company
during the Financial Year under review, in the prescribed format,
is annexed to this Report as Annexure - 'A'.

RELATED PARTY TRANSACTIONS

During the Financial Year ended 31^st March 2026, all the
contracts or arrangements or transactions entered into by the
Company with the Related Parties were in the ordinary course of
business, on an arm's length basis and were in compliance with
the applicable provisions of the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations).

No Material Related Party Transactions were entered into as
defined under the Company's Policy on Materiality of Related
Party and on dealings with Related Party Transactions (RPT Policy)
and therefore Form AOC-2 is not applicable for the year under
review. The RPT Policy is available on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particulars of loans given, guarantees or securities provided,
and investments made as required under Section 186 of the Act
are given in the Notes to Financial Statements and form part of
this Report.

CONSERVATION OF ENERGY, ETC.

The details as required under Section 134(3)(m) of the Act read
with the Companies (Accounts) Rules, 2014 are annexed to this
Report as Annexure 'B' and forms part of it.

AUDITORS & THEIR REPORTS

(a) Statutory Auditors

M/s Lodha & Co. LLP, Chartered Accountants (Firm
Registration Number: 301051E/E300284) were appointed
as Statutory Auditors of the Company for a term of five
consecutive years to hold office from the conclusion of the
85^th AGM held on 26^th September 2025 till the conclusion of
the 90^th AGM to be held in the year 2030.

The observations of the Auditors in their reports on
Accounts and the Financial Statements, read with the
relevant notes are self - explanatory. The Auditors' Report
does not contain any qualification, reservation, adverse
remark or disclaimer.

(b) Secretarial Auditor

M/s Ronak Jhuthawat & Co., Company Secretaries, a peer
reviewed Company Secretaries firm, (Unique Code:
P2025RJ104300) was appointed as Secretarial Auditor of
the Company for a tenure of five consecutive years
commencing from the F.Y 2025-26 to the FY 2029-30 at
the 85^th AGM held on 26^th September 2025. The Secretarial
Audit Report for the financial year 2025-26 in the
prescribed format, is annexed to this Report as Annexure 'C'.
The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

(c) Cost Auditors

The Company is required to maintain the cost records as
specified by the Central Government under Section 148(1)
of the Act and accordingly, such accounts and records are
made and maintained by the Company. The Cost Audit for
the financial year ended 31^st March 2025 was conducted by
M/s R.J. Goel & Co., Cost Accountants, and as required, the
Cost Audit Report was duly fled with the Ministry of
Corporate Affairs, Government of India. The Audit of the
cost accounts of the Company for the financial year ended
31^st March 2026 is also being conducted by the said firm.

No fraud has been reported by the Auditors to the Audit
Committee or the Board.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the
Financial Year 2025-26 have been prepared in accordance with
the Act read with the Rules made thereunder and applicable
Indian Accounting Standards. The audited consolidated financial
statements together with Auditors' Report form part of the
Annual Report.

In compliance with Section 129(3) of the Act and Rule 8 of the
Companies (Accounts) Rules, 2014, a report on the performance
and financial position of each of the subsidiaries and associate
included in the consolidated financial statements is presented in
a separate section in the Annual Report. Please refer AOC-1
annexed to the financial statements in the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial
statements, the consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries are available on the website of the Company.

During the Financial Year under review, the Hon'ble National
Company Law Tribunal, Jaipur Bench vide its Order dated 12^th
June 2025 sanctioned the Composite Scheme of Amalgamation
and Arrangement between Udaipur Cement Works Ltd. (UCWL),

Hansdeep Industries & Trading Company Ltd. (HITCL) and Hidrive
Developers and Industries Limited (HDIL) ("Transferor Companies")
with JK Lakshmi Cement Ltd. ("Transferee Company" / "Company").
The said Scheme became effective on 31^st July 2025.
Consequentially, UCWL, HITCL and HDIL stand dissolved and
ceased to be the Subsidiaries of the Company.

Except as mentioned above and in preceding para "Progress of the
Projects, Expansions and Acquisitions", no other company has
become or ceased to be your Company's subsidiary or joint
venture or associate.

DEPOSITS

Pursuant to the approval of the Members by way of a Special
Resolution passed at the AGM held on 4^th September 2014, the
Company had accepted deposits from the public in compliance
with the provisions of the Act and the rules made thereunder
until expiry of the Circular issued in the form of Advertisement i.e
26^th September 2025. Subsequently, the Board of Directors
decided to discontinue the deposit scheme.

The particulars in respect of the deposits covered under Chapter
V of the said Act, for the Financial Year ended 31^st March 2026
are as under:

(a) Accepted during the year: '7.60 Crore;

(b) Remained unclaimed as at the end of the year: '0.52 Crore;

(c) Default in repayment of deposits or payment of interest
thereon at the beginning of the year and at the end of the
year: NlL;

(d) Details of deposits which are not in compliance with the
requirements of Chapter V of the said Act: NIL.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the
median employee's remuneration and other requisite details
pursuant to Section 197(12) of the Act read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed to this Report as Annexure 'D'.
Further, particulars of employees pursuant to Rule 5(2) & (3) of
the above Rules, form part of this Report. However, in terms of
provisions of Section 136 of the Act, the Annual Report including
Accounts for the Financial Year 2025-26, is being sent to all the
Members of the Company and others entitled there to, excluding
the said Particulars of employees. The said information is
available for inspection at the Registered Office of the Company
during business hours on working days of the Company upto the
ensuing AGM. Any Member interested in obtaining such
particulars may write to the Company Secretary.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134
of the Act read with Rules made thereunder is available on the
website of the Company at https://www.jklakshmicement.com/
annual-return/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Act, Dr. Arun Kumar Shukla (DIN:
09604989) retires by rotation at the ensuing AGM and being
eligible has offered himself for re-appointment. The Board
recommends his re-appointment.

The Members at the 85^th AGM held on 26^thSeptember 2025, had
approved appointment of Shri Shrivats Singhania (DIN:
02359242) as Deputy Managing Director of the Company for a
period of five years w.e.f. 1^st August 2025 and Shri Vimal
Bhandari (DIN: 00001318) as an Independent Director on the
Board of the Company, for a term of three consecutive years
w.e.f. 1^st August 2025 and re-appointment of Shri Sadhu Ram
Bansal (DIN: 06471984) as an Independent Director for the
second term of five consecutive years w.e.f. 1^st July 2025.

Based on the recommendation of Nomination and
Remuneration Committee, the Board has approved re¬
appointment of Smt. Vinita Singhania (DIN:00042983) as
Chairperson & Managing Director of the Company for a further
period of five years w.e.f. 1^st August 2026 and recommended the
Special Resolution to the Members for their approval at the
ensuing AGM of the Company.

The Board has also taken on record the declarations and
confirmations received from all the Independent Directors of the
Company regarding their independence pursuant to Section 149
of the Act and Regulation 16 of the Listing Regulations.

There were no other changes in the Directors / Key Managerial
Personnel of the Company during the year under review.

CHANGE IN SHARE CAPITAL

During FY 2025-26, upon effectiveness of the Composite
Scheme of Amalgamation & Arrangement for Amalgamation of
3 erstwhile Subsidiaries, viz: Udaipur Cement Works Ltd.
('UCWL'), Hansdeep Industries & Trading Company Ltd. & Hidrive
Developers and Industries Ltd. into and with the Company, the
Authorised Share Capital of the Company has increased from
'2 00,00,00,000/-to '721,51 ,00,000/- divided into
129,30,20,000 Equity Shares of '5/- each, 50,00,000 Preference
of Shares ' 100/- each and Unclassified Shares of
'25,00,00,000/-.

The issued, subscribed and paid-up equity share capital of the
Company also increased from '58,83,50,330 to '62,07,22,130
divided into 12,41,44,426 Equity Shares of '5/- each due to
allotment of 64,74,360 Equity Shares of '5 each to the Equity
Shareholders of erstwhile UCWL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, there were no significant
and material orders passed by the Regulators or Courts or
Tribunals which could impact the going concern status of the
Company and its future operations. Further, no application was
made or no proceeding was pending as at the end of the year
under the Insolvency and Bankruptcy Code, 2016.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in
the nature of business of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report of the Company
for the Financial Year 2025-26 in the prescribed format, on
Environmental, Social and Governance disclosures, is given in a
separate section of the Annual Report and forms a part of it.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION
AND ANALYSIS

Your Company reaffirms its commitment to the highest
standards of corporate governance practices. Pursuant to the
Listing Regulations, Management Discussion and Analysis and
Corporate Governance Report along with Practicing Company
Secretary's Certificate regarding compliance of conditions of
Corporate Governance are made part of this Report as Annexure
"E & F" respectively.

The Corporate Governance Report which forms part of this
Report, inter-alia, covers the following:

(a) Particulars of the five Board Meetings held during the
Financial Year under review;

(b) Salient features of the Nomination and Remuneration Policy;

(c) The manner in which formal annual evaluation of the
performance of the Board of Directors, of its Committees
and of individual Directors has been made;

(d) The details with respect to composition of Audit
Committee and establishment of Vigil Mechanism;

(e) Details regarding Risk Management Committee;

(f) Dividend Distribution Policy;

(g) Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERNITY BENEFIT ACT

During the year under review, the Company has complied with
the provisions of Maternity Benefit Act, 1961.

COMPLIANCE OF SECRETARIAL STANDARDS

Based on the Secretarial Audit Report of the Secretarial Auditor,
the Company has duly complied with the applicable Secretarial
Standards on Meetings of Board of Directors and General
Meetings issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act, your Directors

state that:

(a) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied
consistently and judgments and estimates made are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the
Financial Year and of the profit and loss of the Company for
that period;

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

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

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

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record and acknowledge their
appreciation for the continued support and valuable cooperation
received from the Financial Institutions, Banks, Government
Authorities, Dealers, Suppliers, Business Associates and
Company's valued Customers and the esteemed Members for
the faith they continue to repose in the Company.

Your Directors also record their appreciation for the dedication and
hard work put in by "Team-JK Lakshmi", which has enabled the
Company to continue its growth journey in these challenging times.

On behalf of the Board of Directors

Place: New Delhi Vinita Singhania

Date: 20^th May 2026 Chairperson & Managing Director