JK Lakshmi Cement Ltd

Dear Members,

Your Directors have the pleasure in presenting the 84^th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2024.

FINANCIAL RESULTS

'in Crore

DIVIDEND

Yours Directors are pleased to recommend for your approval a Anal Dividend of ' 4.50/- per Equity Share (90%) on the Equity Share Capital of ' 58.85 Crore for the Financial Year ended 31^st March 2024, in addition to the Interim Dividend of ' 2/- (40%) per Equity Share already paid during the year, aggregating a total Dividend payout of ' 6.50/- per Equity Share (130%) for the aforesaid year. Total Dividend outgo for the year is ' 76.50 Crore.

RESERVES AND APPROPRIATIONS

The amount available for appropriation including Surplus for the Year stood at ' 2,025.23 Crore. The Directors propose this to be appropriated as under:

'in Crore

PERFORMANCE REVIEW

The better-than-expected growth in Q2 of FY 2023-24 and the emergence of India as the fastest-growing major economy in H1 of FY 2023-24, improved the growth prospects and prompted various domestic and international agencies to upgrade real Gross Domestic Product (GDP) growth projections for FY 2023-24. After clocking real GDP growth of 7% in FY 2022-23, real GDP grew by ~7.6% during FY 2023-24. The urban component has strengthened consumption while rural demand is beginning to pick up. The Government Capex has increased the investment rate while private investment is showing promise. The strong domestic demand has consequently induced a significant increase in manufacturing and services value-add. Globally, however, trends are different. A tightened monetary stance has

weakened global economic activity. Increase in policy rates have tapered inflation but not suffciently low to meet the country targets. This may prolong monetary tightening and cause a still lower growth of the global output.

Demand growth is anticipated to moderate over the medium term, refecting a recalibration from a high baseline. The year preceding elections, coupled with a pronounced emphasis on housing and robust capital expenditure allocations in the Union Budget for the fiscal year 2023-24, resulted in a growth of 9% in Cement demand over the previous FY Significant capacity additions and moderation in cement volume growth are expected to constrain Pan India average capacity utilization levels below 70% over the medium term. Higher capacity additions, particularly by large players, are driven by the overall positive long-term growth story offered by India's macroeconomic factors. The initial price increases undertaken at the beginning of Q3FY24 have been predominantly reversed by the quarter's end, due to heightened competitive intensity among market participants and cooling off in cost components vis-a-vis the peaks witnessed earlier in FY23. Uncharacteristically for the cement industry, prices declined further in Q4FY24. It is anticipated that cement prices will continue to be subdued.

Cement volumes were higher by ~9% YoY at ~425-430 million MT in FY 2024, driven by demand from the urban housing and infrastructure sectors. Capacity additions increased by around 40 Million Tonnes Per Annum (MTPA) in FY2024, driven by healthy demand prospects. The capacity utilisation increased to 68% in FY2024 backed by higher cement volumes, however, the utilisation remained moderate, on an expanded base. At the start of Q3FY24, the industry reported price hikes in various regions, however, a large portion of it was rolled back by the end of Q3FY24 on account of demand growth moderation. Prices in February and March 2024 have registered de-growth by 2-4% from Q3FY24 exit levels. The average pan-India cement prices fell by 1.5% on a YoY basis during FY24. Cement manufacturers passed on the benefit of the reduction in input costs, partly to the end customers. Prices sliding in Q4 is a rare phenomenon in the cement industry as demand is generally at its peak and this is generally the strongest quarter in the industry. In 11M FY24, the prices of coal, pet coke and diesel were lower by 46%, 33% & 1% respectively, on a YoY basis.

The cement demand growth is projected to moderate to 7% - 8% during FY25 owing to the general elections and the new government taking shape in the first quarter, followed by the onset of monsoons in the second quarter. The realizations going forward are expected to largely remain f?at or decline by 2-3%. Any sharper decline in the prices shall impact the earnings of the players and will impact return indicators. Any

major supply-demand mismatch in the industry will further impact the prices and realizations of manufacturers.

During the FY 2023-24, the Company's Cement Production at 95.09 Lac Tonnes was marginally higher than 93.82 Lac Tonnes achieved during the last Financial Year. The Company's Sales during the FY 2023-24 were slightly up at 96.08 Lac Tonnes against 94.79 Lac Tonnes logged in the last Financial Year.

To reduce the surging cost impact on margins, the Company has been assiduously working on adopting innovative solutions such as waste heat recovery, solar or renewable energy and improving its operational efficiendes at all levels and maximizing its realisation per tonne by optimising the product mix, introduction of new brands and augmenting the distribution network and optimising its distribution cost. The Company could maintain its Net realization despite price corrections being seen in major markets.

The Company has always been committed to sustainable growth. In FY2023-24, our renewable energy share accounted for 38% of our total energy usage, one of the industry's best rates. We aim to increase this share to above 48% in FY 2024-25. Additionally, we are actively working to expand our use of Alternative Fuels and Raw Materials (AFR), minimize water consumption, and lower carbon emissions. Through various such efforts, we have successfully reduced CO₂ emissions, decreasing emissions to 586 kg per ton of cement equivalent in FY 2023-24 in Scope I & Scope II from 599 kg per ton of cement equivalent in FY 2022-23.

Our specific water consumption is also one of the lowest in the industry and we aim to become 5 times water positive in the FY 2024 -25.

These measures towards sustainable operations shall stand in good stead in time to come and help the Company to raise fnances at a lower cost for its future growth plans and ambitions.

The Company registered an EBIDTA of ' 927.76 Crore as against ' 766.50 Crore in the previous Financial Year, while the Net Profit is at ' 425.37 Crore as against ' 330.23 Crore in the previous Financial Year.

SMART BUILDING SOLUTIONS

The Company progressive and innovative R&D facility continues to innovate and bring various Smart Building Solutions (SBS) to meet emerging customer demand proactively. Company's SBS has a vast portfolio of eight solutions designed to meet different stages of construction requirements. SBS, which account for 9% of our total sales, play an important role in driving the segment's growth. We recorded 15% Y-o-Y increase in sales of value.

SUSTAINABILITY

At JK Lakshmi Cement Ltd. (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 focussed action, collaboration, advocacy and thought leadership.

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 is committed for net zero by 2047 and we are striving to achieve this by adopting energy-efficient technologies, utilizing alternative fuels and raw materials, doubling our energy productivity & increased use of renewable energy and actively conserving natural resources like limestone, gypsum, water and energy. We are increasing the use of renewable energy sources like solar power and Waste Heat Recovery (WHR) in our cement production processes. As a Company, we are currently at 40% renewable energy use for electricity, with a firm target of 100% by 2040. Our Durg plant is meeting nearly 80% of its energy needs with renewable sources like solar power. The Company is also focusing on blended cement to further reduce Greenhouse Gas (GHG) Emissions. Additionally, we have implemented pre and co-processing systems at our Sirohi plant to achieve this goal. Looking ahead, the Company is targeting a group-level Thermal Substitution Rate (TSR) of 20% by 2030, with our Durg plant already achieving 7%. The Company is also adopting LNG and electrical vehicles in its fleet to reduce CO₂ emission.

The Company has 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. The Company utilizes industrial waste like fy ash, slag and gypsum, thereby not only reducing our dependence on virgin resources but also contributing to responsible waste disposal.

Various initiatives like above have helped the Company in reducing the carbon emissions over the years. These initiatives demonstrate your Company's commitment to build a sustainable future for generations to come.

Your Company has 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. Your Company is also approximately 4 times water positive. 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.

As a responsible entity, the Company has always taken steps for community development through its various Corporate Social Responsibility (CSR) initiatives and the social performance improvement covers its entire value chain which has been the commitment of the Company.

DE-LEVERAGING AND INTEREST REDUCTION

The Company has been continuously focussing on reducing its Debt for the last 3-4 years and has been able to bring down its Debt from over ' 2,000 Crore in March 2018 to about ' 700 Crore as on 31^st March 2024. Net Debt has been down from ' 1,560 Crore in March 2018 to a level of only ' 208 Crores as on 31^st March 2024. Correspondingly, the Debt Equity Ratio has come down from 1.39 as of 31^st March 2018 to 0.23 as of 31^st March 2024 & Net Debt Equity Ratio has significantly reduced from 1.08 as of 31^st March 2018 to a meagre 0.07 as of 31^st March 2024. As a result of Deleveraging, effcient Working Capital and prudent Financial Management, the Interest Cost of the Company came down from ' 91.50 Crore to ' 87.23 Crore during the current Financial Year.

CREDIT RATING

Effcient Debt Management and improvement in various Operating parameters have 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 2023-24

During the Financial Year 2023-24, the Company has achieved several new landmarks, few of which are given hereunder: -

1. Turnover crossed ' 6,000 Crore

- Turnover at ' 6,320 Crore increased by 4% during FY 2023-24.

- All Grinding Units achieved record Production and Dispatches.

2. Reduction in Debt

- Reduced Borrowings by ' 102.59 Crore. - Increased Liquidity.

- Improved Leveraging and Other Financial Ratios.

- Reduction in Interest Costs.

3. Reduction in Interest Cost

- Interest Cost reduced from ' 91.50 Crore to ' 87.23 Crore.

- Prepayment of Loans.

- Effcient Working Capital Management.

4. Green Initiatives

- 7 MW Solar Power Plant planned in the coming year.

- Commissioned the frst of its kind a Floating Solar Power Plant of 1 MW at Udaipur Cement Works Limited.

5. Supply Chain Management

- Implemented OTM system for Effcient Logistics Management.

- First Cement Company to deploy LNG trucks to reduce CO₂ emissions.

- Deployed Bulk Containers for dispatches.

6. Increased ESG Culture

- Reduction of CO₂ emission across Plants.

- Share of Renewable Energy increased to 39% (consolidated).

- Increased use of AFR.

- Reduced Water consumption.

7. Brand Building

- Increased share of premium products.

- Leveraged Digital media and increased Customer connectivity across segments.

- Increased Product positioning and Market share in key markets.

8. Digitalization

- Rapid digitalization across functions.

- Optimization of Systems and Processes.

- Plant Effciency improvement.

- Effcient Capital Working Management.

9. Focus on Smart Building Solution (SBS)

- SBS recorded 15% growth in Turnover to ' 551.27 Crore.

- Increased Market Share

- Focus on Market Penetration 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:

• Lifetime Achievement Award (2023) to Smt. Vinita Ji Singhania at the 7^th Indian Cement Review Awards 2023.

• Smt. Vinita Ji Singhania has been recognized amongst '100 Most Influential Women' (2023) by Business World.

• Fastest Growing Cement Company (Medium Category) at the 7^th Indian Cement Review Awards 2023.

• Surat Grinding Unit Awarded by CII - Energy Excellent Unit Award -2023

Udaipur Cement Works Ltd. (UCWL)

During the Financial Year 2023-24, UCWL successfully commissioned its 2^nd Clinker Line of 1.50 MTPA and Cement Grinding Unit with capacity of 2.50 MTPA, at its integrated Cement Plant in Udaipur, Rajasthan. With this, UCWL's total Clinker Capacity doubled to 3 MTPA and Cement capacity increased from 2.20 MTPA to 4.70 MTPA.

JK Lakshmi Cement Ltd. (JKLC)

During the Financial Year 2023-24, JKLC has acquired 100% Equity Shareholding of Hidrive Developers and Industries Pvt. Ltd. (HDIPL). HDIPL owns a Non-Agriculture Industrial Plot admeasuring 56,960 Sq. Mts. ('Land') located at Surat, adjacent to Grinding Unit of JKLC. The Land is being used for putting up an Additional Grinding Unit of 13.50 Lakh TPA over a period of two years. Thus, HDIPL has become Wholly Owned Subsidiary ('WoS') of JKLC during the year.

JKLC has acquired 20.80% Equity Shareholding of Amplus Helios Pvt. Ltd., a Special Purpose Vehicle (SPV) engaged in the business of setting up, generating and distributing power from solar power plants in India. This SPV is used for sourcing of Solar Power of 40 MWAC for Durg Unit under the Captive Power Plant Model under the Power Purchase Agreement entered into between SPV and the Company. Thus, the said SPV has become Associate of JKLC during the year.

JKLC has also acquired 85% Equity Shareholding of Agrani Cement Pvt. Ltd. ('Agrani'). Consequent to acquisition of Agrani, Trivikram Cement Pvt. Ltd., Mahabal Cement Pvt. Ltd. and Avichal Cement Pvt. Ltd., WOSs of Agrani have also become subsidiaries of JKLC. All these four Subsidiaries of JKLC are collectively referred as 'Trivikram Consortium'. The companies forming part of Trivikram Consortium have been jointly granted Mining Rights in Assam having Limestone Reserves of Approx. 335 Million Tonnes. Further, the Consortium will be utilised for setting up a Clinkerization Unit of 1 Million Tonne & Cement Grinding Unit of 1.5 Million Tonne in the First Phase. Thus, acquisition of Trivikram Consortium is in synergy with long -term strategic objective of the Company in the Cement business.

INTERNAL FINANCIAL CONTROLS

The Company has in place a strong Internal Financial Control System, Policies and Procedures which ensures accuracy and 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 & frauds commensurate with the size, nature and complexities of the Operations of the Company. These Policies and 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 specifc Standard Operating Practices (SOPs) for its various functions. These SOPs are periodically reviewed by the External and 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. Since its inception and well before the CSR law came into existence, serving the society towards improving the quality of life of the communities at large has been a priority and commitment for the Company. The concept of socially responsible business is deeply ingrained in our corporate DNA right from the inception and we have been pioneering and delivering multiple need based and high impact CSR projects for needy & vulnerable communities and families living around our business operations. 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 innovative solutions in Education, Health, Water & Sanitation, Skills Development, Livelihood Promotion and Rural Development. During the reporting period, CSR vision was modifed to align with Company's purpose, vision and mission. Accordingly, Company's CSR vision is to be an environmentally & 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 has adopted life cycle approach and designed & delivered various CSR projects for all age groups - pregnant mothers, infants, children, youth, adults and old age people. 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 2.40 Lakh people spread across its business operations.

During the reporting period, the Company designed and implemented community need based CSR projects and

targeted marginalised & vulnerable families with an aim to improve their lives through projects like JK Lakshmi Aarogya, Vidya, Aajivika, Swajal & Swachhta, Gramin Vikas, Kaushal Prashikshan, etc. To give big impetus to youth education, skilling & livelihoods, the Company inaugurated Shripati Singhania Skill Centre at its plant in Pindwara, Sirohi, Rajasthan with a motto of "Transformation through skilling". This skill centre aims at providing multiple educational improvement and skilling opportunities including coaching, mentoring, employability & job readiness, career counselling, digital literacy and other capacity building initiatives for bringing transformational changes in the lives of youth.

The Company demonstrated its commitment towards CSR and 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. The 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. The Company also initiated Navodaya Coaching at various plant locations with a focus on preparing V^th Standard students from rural families for admission in "Jawahar Navodaya Schools". Needy and meritorious students were provided scholarships to support their school, college and technical education like ITI, Polytechnic, Nursing and B. Ed. under JK Lakshmi Vidya Scholarship project. Number of students from schools and colleges were provided books and coaching support for various competitive examinations. Under JK Lakshmi Aajivika project, the Company undertook multiple on-farm and off- farm activities including small enterprise development, skill trainings and vocational trainings to support youth and families to ensure sustainable income. The Company has undertaken several activities for empowering youth and families with focus on women & girls in the areas of education and for income generation through providing trainings on various trades and skills like Madhubani painting, computer, stitching, beautician, motor driving 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. 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 like Scheduled Castes and Scheduled Tribes, Below Poverty Line families, small and marginal farmers, landless groups, women-headed families, special children, person suffering with chronic diseases like MDR-TB and youth with no skills for either employability or resources for small business. The Company also strategically endeavoured towards facilitating "last-mile-connectivity" for the poor to access various State and Central Govt. Schemes aimed at poverty alleviation. During the reporting year, the Company started Community Development CSR projects in the nearby villages around mines in Nagaur, Rajasthan.

During the year under review, 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 impact 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. Number of employees were provided appreciation certifcates for their contribution to CSR activities. The Company received number of accolades, awards and appreciation letters for its meaningful and life- changing CSR initiatives during the year. The Company's CSR team made a presentation at 3^rd International Conference on CSR (ICCSR) on "Addressing needs of newborn in the community and at home" project being implemented at Jaykaypuram Unit in Sirohi, Rajasthan. The Company's Jharli Unit in Haryana received most impactful livelihood initiative of the year Award at Indian CSR Awards 2023.

The Company has requisite Corporate Social Responsibility Policy in accordance with the provisions of the Companies Act, 2013 ('Act') and the 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 the 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 2024, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business and 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).

Form AOC-2 containing the details of the material Related Party Transactions entered into during the Financial Year 2023-24 as per the Related Party Transactions Policy (RPT Policy) is annexed as Annexure 'B' to this Report and forms part of it. 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 forms 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 'C' and forms part of it.

(a) Statutory Auditors

In accordance with the provisions of the Act and Rules made there under, M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants, were re-appointed as Statutory Auditors of the Company for their second term of Ave consecutive years from the conclusion of the 80^th Annual General Meeting (AGM) held on 28^th August 2020 until the conclusion of the 85^th AGM to be held in the year 2025.

The observations of the Auditors in their Report 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. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out Secretarial Audit of the Company for the Financial Year 2023-24.

The Report given by him for the said Financial Year in the prescribed format is annexed to this Report as Annexure 'D'. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

(c) Cost Auditors

M/s R.J. Goel & Co., Cost Accountants, conducted the Audit of cost records of the Company for the Financial Year 2022-23 and as required, Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India. The Company has duly maintained requisite Cost Accounts and Records pursuant to Section 148(1) of the Act.

The Audit of the cost records of the Company for the Financial Year 2023-24 is being conducted by the said firm and the Report will be duly filed.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2023-24 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 associates included in the consolidated financial statements is presented in a separate section in the Annual Report. Please refer AOC-1 attached 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, Hidrive Developers and Industries Pvt. Ltd., Agrani Cement Pvt. Ltd. and its WOSs i.e. Trivikram Cement Pvt. Ltd., Mahabal Cement Pvt. Ltd. and Avichal Cement Pvt. Ltd. become your Company's subsidiaries. Further, Amplus Helios Pvt. Ltd. become associate of your Company.

During the Financial Year under review, 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 means of a Special Resolution passed at the AGM held on 4^th September 2014, the Company continues to accept deposits from the public, in accordance with the provisions of the Act and the Rules made there under.

The particulars in respect of the deposits covered under Chapter V of the said Act, for the Financial Year ended 31^st March 2024 are as under:-

(a) Accepted during the year: '16.03 Crore;

(b) Remained unclaimed as at the end of the year: ' 1.41 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: Nil;

(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 'E'. 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 2023-24, 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 and Regulations 17(1A) & 27 of the Listing Regulations, the Members at the AGM held on 24^th August 2023, approved re-appointment of Shri Bharat Hari Singhania (DIN: 00041156), as Director of the Company liable to retire by rotation and continuation of his appointment as Non-executive Director of the Company. During the Financial Year ended 31^th March 2024, Shri Bharat Hari Singhania decided to curtail his close involvement in various businesses in which he has been associated for several decades. In light of the above, he expressed his desire to step down as Chairman and Non-executive Director of the Company with effect from 1^st April 2024. The Board of Directors ('Board') acknowledged and appreciated his contribution in growth of the Company. Considering his long association, vast experience, knowledge and wisdom in the business of the Company and to continue to benefit from his rich and valuable experience, based on the recommendation of the Nomination and Remuneration Committee ('NRC') and Audit Committee, the Board appointed Shri Singhania as Chairman Emeritus for life time & Strategic Advisor to the Board for a term of five years with effect from 1^st April 2024 and approved the remuneration/fee and facilities to be provided/ reimbursements payable to him subject to approval of Members of the Company, which was assented to by the Members through Postal Ballot on 24^th March 2024.

In view of stepping down of Shri Bharat Hari Singhania as Chairman, the Board appointed Smt. Vinita Singhania as Chairperson and redesignated her as Chairperson & Managing Director of the Company with effect from 1^st April 2024 on existing terms and conditions including remuneration.

Pursuant to Section 152 of the Act, Shri 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.

Based on the recommendation of NRC, the Board has appointed Smt. Shwetambara Shardul Shroff Chopra (DIN: 07489205) as an Additional Director in the category of Independent Director on the Board of the Company, for a term of three consecutive years w.e.f. 1^st July 2024. Smt. Shroff shall hold office up to the date of ensuing AGM. The Company has received requisite Notice under Section 160 of the Act from a Member proposing name of Smt. Shroff as an Independent Director and declaration from Smt. Shroff regarding her independence pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations. As an Independent Director, Smt. Shroff shall not be liable to retire by rotation. In the opinion of the Board, she possesses requisite expertise, integrity, proficiency and experience. Relevant details are given in the Annexure to the Notice of the AGM. The Board recommends her appointment at the ensuing AGM.

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.

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 2023-24 in the prescribed format, giving an overview of the initiatives taken by the Company for Environmental, Social & Governance perspective, is given in a separate section of the Annual Report and forms a part of it.

CORPORATE G OVE RNAN CE & 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 Statutory Auditors' Certif?cate regarding compliance of conditions of Corporate Governance are made part of this Report as Annexure 'F' & 'G' respectively.

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

(a) Particulars of the four 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.

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;

(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

The Board gratefully acknowledge the continuing faith reposed in the Company by the Financial Institutions, Banks, Government Authorities, Dealers, Suppliers, Business Associates and esteemed Shareholders, who have extended their splendid co-operation and support to the Company.

The Directors also take this opportunity to thank Company's valued Customers who have patronized its products. Last but not the least, the Board places on record its appreciation towards "Team JK Lakshmi" for their dedication and excellence displayed in conducting all operations of the Company and without whose wholehearted efforts and solidarity, the Company's consistent growth would not have been possible in these challenging times.