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Ambuja Cements Ltd Auditor Reports

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Ambuja Cements Ltd Share Price Auditors Report

To the Members of Ambuja Cements Limited

Report on the Audit of the Standalone Financial Statements

Opinion and appropriate to provide We have audited the accompanying standalone financial statements of Ambuja Cements Limited (the Company), which comprise the Balance sheet as at March 31, 2026, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Standalone financial statements, including a summary of material accounting policies and other explanatory information which includes a Joint Operation (hereafter referred to as the Standalone Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of other auditor on separate financial statements and on the other financial information of the joint operation, the aforesaid standalone financial statements give the information required by the

Companies Act, 2013, as amended (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit including other comprehensive (loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalonefinancial statements in accordance with the Standards on Auditing of the Act. (SAs),as specified

Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the

Rules thereunder, andwehavefulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient a basis for our audit opiniononthestandalonefinancial statements.

Emphasis of Matter

We draw your attention to Note 50(b) of the accompanying standalone financial statements which, describes the uncertainty related to the outcome of ongoing litigations with the Competition Commission of India pending with

Honble Supreme court. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the

Auditors responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matter
Revenue recognition, including discounts and rebates to Customers (as described in Notes 3(I), 3.1(VI) and 38 of the standalone financial statements)
Our audit procedures included the following:
The Company recognises revenue upon the transfer of control of goods to the customer, provided there are no unfulfilled obligations. Revenue is measured at the fair value of the consideration received, adjusted for discounts, incentives, price concessions, rebates, and other similar adjustments. The accrual of variable consideration in the nature of discounts, incentives, price concessions, rebates etc. are dependent on sales volumes achieved, targets met, which require significant judgment in order to determine variable consideration or performance obligation met, particularly as at year end. Also, the Company has long- term sales arrangements (including through Master Supply Agreements (MSA)) with the varying terms and conditions including variable considerations for revenue recognition along with advance payment terms against supplies across different customer agreements. We have assessed the Company\u2019s accounting policies relating to recognition and measurement of revenue, discounts, incentives and rebates by comparing with applicable accounting standards.
We have evaluated the design and implementation of the Company\u2019s internal controls over revenue recognition, including contractual arrangements for variable consideration, policies for discounts, rebates, and incentives, ensuring alignment with Ind AS 115.
Performed substantive testing on selected samples of discounts and rebates recorded during the year as well as those recorded through year-end accruals recognised by the Company, by testing relevant approvals and underlying supporting documents in respect of such schemes and customer contracts
The Company has established commercial policy that sets benchmarks or limits for margins in case of MSA and for discounts and rebates, within which individual sales regions can design and implement their own schemes.
We have tested the accuracy and consistency of discounts, rebates, and incentives applied to revenue transactions. Assessed the reasonableness of management\u2019s estimates for measurement of variable considerations including in case of MSA transactions, contractual terms including historical trends of payments and reversal of discounts, incentives and rebates to provisions made to assess the current year accruals.
This decentralised approach allows regional sales teams flexibility in offering rebates, which may result in variations between different regions in terms of the level of discounts provided.
Given the materiality of the amounts, inherent complexity and judgment involved in determining the variable consideration in accordance with Ind AS 115, \u2018Revenue from Contracts with Customers\u2019 (\u201cInd AS 115\u201d), particularly the estimation of discounts, incentives and rebates based on future events, the revenue recognition was identified as a key audit matter.
Analyzed regional schemes to ensure compliance with the Company\u2019s overall commercial policy. Also, evaluated the impact of sales region KPIs linked to revenue targets on the application of discounts and rebates, ensuring no undue influence on revenue recognition.
Evaluated the appropriateness and adequacy of related disclosures in the standalone financial statements in accordance with applicable accounting standards.
Key audit matters How our audit addressed the key audit matter
Litigation and claims (as described in Notes 3(H), 3.1(I) and 50 of the standalone financial statements)
The Company has significant ongoing legal proceedings for various matters relating to direct tax, indirect tax, government incentive claims and other legal matters relating to Company\u2019s operations under various laws prevailing in India. The amounts deposited by the Company against various matters except incentive claim amounts are accounted as receivable from authorities pending realisation, and have been classified as \u201cDuty / taxes paid under protest against various disputes\u201d classified under Other non-current assets in Note 13 and \u201cDuties and taxes recoverable, under dispute\u201d classified under Other non-current financial assets in Note 12. The income tax balances are disclosed under \u201cNon-current tax assets\u201d. Our audit procedures included the following:
Obtained and read the Companys accounting policies with respect to contingent liabilities and provisions and assessed its compliance with Ind AS 37 \u201cProvisions, Contingent Liabilities and Contingent Assets,
Obtained understanding of the Companys process and controls to identify and monitor all proceedings of all matters under appeal/ litigation, including Companys process of assessment of outcome of matters including litigations as \u2018probable, possible and remote and reporting to the Board of Directors, Audit Committee and Legal, Regulatory and Tax Committee.
The provisions made against disputed legal matters and tax matters have been included in \u201cOther Payables under- Other current liabilities\u201d in Note 36 and \u201cCurrent tax liabilities\u201d. Discussed with the management including the person responsible for legal and compliance to obtain an understanding of the matters involved and development in these matters compared to previous year. For significant direct and indirect tax matters and government incentive claims, we assessed the management conclusion with the support of internal specialists. For claims/matters settled during the year based on the orders/management assessment, we verified orders/management conclusion, as appropriate and verified whether the claims/matters settled were properly accounted for in the books including provision/write off as applicable.
Due to the magnitude and complexity involved in these matters, managements judgement regarding recognition, measurement and disclosure of provisions for these legal matters, incentives and tax matters is inherently uncertain and might change over time as the outcome of the matters are determined or dispute gets settled, case to case basis. Accordingly, it has been considered as a key audit matter.
Obtained and assessed management conclusion basis the related documentation / correspondence and opinions from external legal experts (where applicable) for other significant legal matters, as provided by the management.
Obtained direct legal confirmations for significant matters from external law firms to corroborate management conclusions.
Assessed the objectivity and competence of the external legal experts / law firms and internal specialist as referred above. Reviewed the disclosures made by the Company in the standalone financial statements. Obtained necessary representations from the management.
Key audit matters How our audit addressed the key audit matter
Impairment assessment of material Investments (including loans) in subsidiaries (as described in Notes 3(E), 9 and 11 of the standalone financial statements)
The Company holds significant investments in subsidiaries (including outstanding loans of INR 944.64 crores) amounting to INR 22,489.93 crores as at March 31, 2026. Our audit procedures in relation to impairment assessment of Company\u2019s investment in and loans to subsidiaries included the following:
These investments are accounted for at cost less allowance for impairment, if any. The management assesses at least annually the existence of impairment indicators of each shareholding in such subsidiaries by reference to the requirements under Ind AS 36. If such indicator exists, impairment loss is determined and recognised in the standalone financial statements in accordance with the accounting policies.
Obtained an understanding of the management policy on assessment of impairment/ loans of investment in subsidiaries and assumptions used by the management including design and implementation of relevant key controls. We have tested the design and operating effectiveness of these controls.
Obtained and compared the carrying values of the Company\u2019s investment in its subsidiaries with their respective net worth and as per audited financial statements for the year ended March 31, 2026 and with market capitalisation in case of listed subsidiaries.
With regards loans given to subsidiaries, including step down subsidiaries, Ind AS 109 \u2018Financial Instrument\u2019, require the Company to provide for impairment of its financial asset measured at amortised cost, if any, using the expected credit loss (\u2018ECL\u2019) approach.
Obtained and discussed with management and evaluated the key judgements / assumptions underlying management\u2019s assessment of potential indicators of impairment.
The processes and methodologies for assessing and determining the recoverable amount of investments/ loans in subsidiaries are based on complex assumptions and require use of significant managements judgment, in particular with reference to forecast of future cash flows relating to the period covered by the respective subsidiary Company\u2019s strategic business plan, normalised cash flows assumed as a basis for terminal value, as well as the long- term growth rates and discount rates applied to such forecasted cash flows.
For potential impairment indicators identified by management for material investments in subsidiaries, obtained and assessed the appropriateness of the methodology used in the impairment model, the input data and underlying assumptions used such as future levels of operations, discount rate etc. and considered historical performance vis--vis budgets for respective subsidiaries.
Considering the significant level of management judgment required in estimating the cash flows and the complexity of the assumptions used to assess recoverable amount of investment/loans in Subsidiaries, this matter has been matters identified as a key audit matter.
Assessed the recoverable value by performing sensitivity testing of key assumptions used, analysed and examined the business plans approved along with assumptions and estimates used by management and tested the arithmetical accuracy of these models.
Compared the carrying value of the investments and loans to subsidiaries with their respective net assets value and earnings for the period.
Assessed the disclosure is in accordance with applicable accounting standards and Schedule III to the Note 9 and 11 in the standalone financial statements of the Company.
Key audit matters How our audit addressed the key audit matter
Business Combination under Common Control (as described in Note 3(T), 68 and 69 of the standalone financial statements)
Amalgamation of Sanghi Industries Limited (\u201cSanghi\u201d) and Penna Cement Industries Limited (\u201cPCIL\u201d) with the Company Our audit procedures in relation to Business Combinations under Common Control included the following:
We obtained an understanding of management\u2019s policies, including the design and implementation of relevant key controls over accounting for business combinations. We tested the design and operating effectiveness of these controls.
During the year ended March 31, 2026, the Ahmedabad Bench of the National Company Law Tribunal (\u201cNCLT\u201d), vide its orders dated February 12, 2026 and March 30, 2026 respectively, approved the Schemes of Amalgamation of Sanghi and PCIL (\u201cTransferor Companies\u201d) with the Company (\u201cTransferee Company\u201d). The appointed dates of amalgamation are April 1, 2024 for Sanghi and August 16, 2024 for PCIL.
We traced the assets and liabilities as at April 1, 2024 and August 16, 2024 for Sanghi and PCIL respectively, and the results for the financial year ended March 31, 2025, from the audited standalone financial statements / financialinformation of the respective subsidiaries.
TheCompanyhasaccountedforthebusinesscombinations using the pooling of interest method in accordance with Appendix C of Ind AS 103, Business Combinations, and in compliance with the NCLT Orders. The carrying value of the assets and liabilities of the subsidiaries as at April 1, 2024 and August 16, 2024 for Sanghi and PCIL respectively (being the beginning of the previous period presented or date of acquisition whichever is later), as appearing in the consolidated financial statements of the Company before the merger, have been incorporated in the company\u2019s books with merger adjustments, as applicable.
We have traced the fair value adjustments to the carrying value of the assets and liabilities with the workings underlying the audited consolidated financial statements of the transferee company as at and for the year ended March 31, 2025.
For Sanghi merger scheme, we recomputed the value of fully paid-up equity shares to be issued to the equity shareholders of the transferor company (other than the transferee company) based on the swap ratio as per the terms of the approved Scheme, as consideration, with reference to the NCLT Orders.
The Company shall allot fully paid-up equity shares to the eligible shareholders of the erstwhile subsidiary, Sanghi, in accordance with the respective Schemes. Further, the Company shall pay the cash consideration for 85,000 shares to the erstwhile shareholders of Penna, as per the scheme of Amalgamation.
We evaluated the Company\u2019s accounting for the business combination in accordance with the pooling of interests method prescribed in Appendix C of Ind AS 103, Business Combinations, and assessed its compliance with the approved Scheme and the NCLT Orders.
The Company has recognised a capital reserve of INR 1,294.31 crore in \u201cOther Equity\u201d in relation to amalgamation of Sanghi.
We have examined the revised tax computation (current tax & deferred tax) of the Transferee Company for the current year and previous year, as prepared by the management, on account of merger, with the support of internal specialists.
Consequent to the amalgamation, current and deferred tax for the year ended March 31, 2025 were reassessed based on special purpose financial statements, mainly reflecting utilisation of carried-forward losses, unabsorbed depreciation, and fair valuation impacts under the Income- tax Act, 1961. Accordingly, for the year ended March 31, 2026, the Company recognised a one-time deferred tax credit of INR 1,248.03 crore (excluding deductible temporary differences) and a reversal of current tax provision of INR 569.19 crore.
We examined and tested the management\u2019s computation to assess the appropriateness of the amount recognised in the capital reserve.
Assessed the disclosure is in accordance with applicable accounting standards and Schedule III to the Note 68 in the standalone financial statements of the Company.
Considering the complex accounting involved and the impact of the aforesaid business combinations in the standalone financial statements, this matter has been identifiedas a key audit matter.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the accompanying standalone financial statements and our auditors report thereon.

Our opinion on the accompanying standalone statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the accompanying standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance including other comprehensive (loss) / income, cash flows and changes in equity of the

Company in accordance with the accounting principles generally accepted in India, including the Indian

Accounting Standards (Ind AS) specified under section

133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. financial

Those Charged with Governance are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financialstatements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial statements and other financial information of the joint operation to express an opinion on the standalone financial statements.

We are responsible for the direction, supervision and performance of the audit of the financial statements of the components which have been audited by us. For the joint operation included in the standalone financial statements, which have been audited by other auditor, such other auditor remains responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

a. We did not audit the financial statements and other financial information, in respect of one joint operation, whose financial statements include total assets of

I 0.9 Crores as at March 31, 2026 and total revenues of Nil and net cash inflows of I 0.04 Crores for the year ended on that date. These financialstatements and other financial information of the said joint operation has been audited by other auditor, whose financial statements, other financial information and auditors report has been furnished to us by the Management.

Our opinion on the standalone financialstatements, in so far as it relates to the amounts and disclosures included in respect of the joint operation and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid joint operation, is based solely on the report of such other auditor. Our opinion is not modified in respect of this matter. b. The comparative restated financialinformation of the

Company as at and for the year ended March 31, 2025, included in these financial statements included total assets of I 3,892.95 Crores as at March 31, 2025, total revenues of I 1,316.63 Crores, total net (loss) after tax of I (226.34) Crores and total comprehensive (loss) of I (223.98) Crores for the year ended March 31, 2025 and net cash (outflows) of I (1,617.29) Crores for the year ended on that date pertaining to 1 (one) subsidiary on account of merger is based on financial statements and other financialinformation prepared in accordance with the Companies (Accounting Standards) Rules, 2021, as amended, and audited by its statutory auditor whose report for the year ended March 31, 2025 dated April 28, 2025 pertaining to that subsidiary expressed an unmodifiedopinion on those financial statements. We have audited the adjustments made by the management consequent to the merger of the transferor Companies with the Company to arrive at restated amounts for the year ended March 31, 2025

Our opinion is not modified in respect of these matters

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act based on our audit and on the consideration of report of the other auditor on separate financial information of statements and the other financial the joint operation company, incorporated in India, as noted in the other matter paragraph, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financialstatements and of the joint operation, theother financial as noted in the other matter paragraph, we report to the extent applicable, that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statement have been kept by the Company so far as it appears from our examination of those books except for the matters stated in sub-clause 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account ;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under Section 133 of the

Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, .

2026 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The modificationrelating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and in subclause 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules; (g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in Annexure 2 to this report. This report does not include Report on the internal financial controls under clause (i) of Sub-section

3 of Section 143 of the Companies Act, 2013 (the

Report on internalfinancialcontrols) in respect of the joint operation company since in our opinion and according to the information and explanation given to us, the said report on internal financial controls is not applicable to the joint operation, basis the exemption available under MCA notification no. G.S.R. 583(E) dated June 13, 2017, read with corrigendum dated July 13, 2017; (h) In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid

/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

(i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note 50 to the standalone financial statements; ii. TheCompanyhasmadeprovision,asrequired under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts– Refer Note 35 to the standalone financial statements; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, except the amount of unclaimed dividend as disclosed in Note 35 of the standalone financial statements in respect of holding of certain equity shares which are under dispute. iv. a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 60(5) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries; b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 60(6) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall,whether,directlyorindirectly,lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

(Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement. v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. As stated in note 25 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature was not enabled for direct changes to data when using certain access rights for the period from 01 April 2025 to 23 February 2026, as described in note 75 to the financial statements.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of accounting software(s) where the audit trail has been enabled.

Additionally, the audit trail of relevant prior years has been preserved by the company as per the statutory requirements for record retention, to the extent it was enabled and recorded in those respective years as per the statutory requirements for record retention except that, the audit trail in respect of FY 2024-25 and FY 2025-26 has not been preserved by the company for direct changes to data from 26 March 2025 to 31 March 2025 and 01 April 2025 to 12 December 2025 respectively, as stated in Note 75 to the financial statements.

Annexure 1

referred to in paragraph under the heading Report on other legal and regulatory requirements of our independent auditors report of even date

Re: Ambuja Cements Limited (the Company)

In terms of the information and explanations sought by us and given by the company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) The Company has a programme of verification of property, plant and equipment to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain property, plant and equipment were physically verified by the management during the year ended March 31, 2026. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties included in property, plant and equipment including Right of Use assets and Intangible assets in the nature of mining reserves (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in note 4,5 and 7 to the standalone financial statements are held in the name of the Company except various immovable properties in nature of Freehold non-mining land, Leasehold land, Buildings incl. Roads and mining reserves, as indicated in the below mentioned cases as at March 31, 2026:

Rs in crore

Name of the statute Nature of the dues Forum where the dispute is pending Period to which the amount relates Amount
Income Tax Act, 1961 Income tax, interest and penalty Commissioner 2007-08 to 2020-21 191.95
Central Excise Act, 1944 Demand of Excise Duty, Denial of Cenvat Credit, Interest and Penalty Appellate authorities and Tribunal July2000 - September2004 May 2002 September 2003 - 13.66
November2003
March2004 - May2004
October2008 - March2010
April2010 - September2010
April2011 - December2011
October\u20192013 \u2013 June\u20192017
Commissionerate May1994 6.07
September1994
March1995
April1995
July1994 - April1996
March1997 - September1997
April 2001
October2005 - March2006
September2007 - March2008
October2012 - March2013
Asst. Commissioner of Central Excise [Appeals], Cochin High Court(s) of various states 2015-2017 March1996 0.66 0.18
High court, Hyderabad Supreme Court February\u20192009 to March\u20192010 March1996 19.90 0.01
Denial of transitional credit on clean energy cess CESTAT, Hyderabad April\u201915 to March\u201917 0.01
Denial of Cenvat Credit on Fuel High Court of Gujarat June\u20192006 to March\u20192010 35.61
Denial of Cenvat credit on Inputs, Fuel etc. Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad January\u20192005 to October\u20192014 10.73
Denial of input credit on inputs used for Manufacture of Capital Goods Commissioner of Central Excise, Ahmedabad September\u20192002 to September\u20192005 10.08
Demand of excise duty Appellate authorities and Tribunal April\u20192010 to February\u20192016 4.12
Name of the statute Nature of the dues Forum where the dispute is pending Period to which the amount relates Amount
Denial of credit for ineligible services Commissioner (Appeals), Central Excise and Customs Commissionerate, Rajkot March\u20192005 to March\u20192012 1.35
Central Sales Demand of Sales Tax/ Appellate authorities and 1992 - 1994 21.41
Tax Act,1956 and various State Sales Tax Acts Additional Purchase Tax, Interest and Penalty Tribunal Commissionerate 1996 - 1997 1999 - 2000 16.31
2005 - 2017
1988-1989
1990-1991
1997-1998
2005-2017
High Court(s) of various states October2005 to June2017 129.21
Supreme Court 1999 - 2009 9.04
Entry Tax Demand for entry tax and other miscellaneous demand High Court(s) of various states 2005 - 2017 11.32
High court of Andhra Pradesh 2006-2007, 2007-2008 1.26
2014-2015
2017-2018
Appellate authorities and Tribunal 2002-2006 2008-2009 0.77
2011-2012
Commissionerate 1991 1993 28.31
2003 - 2004
2007 - 2008
2009 - 2017
Customs Act,1962 Demand of Custom Duty, Interest and Penalty Appellate authorities and Tribunal 2012 - 2013 February2014 38.07
Commissionerate Novermber2000 to December2000 1.65
October2009
December2009
November2018 - March2021
Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad April2012-March2013 13.91
Demand of differential custom duty, interest and penalty Commissionerate Appeals, Guntur March2012 to December2012 22.71
Denial of exemption of Duty on Coal relating to Industrial/ Institutional sale CESTAT, Hyderabad March\u201912 to January\u201913 0.35
Name of the statute Nature of the dues Forum where the dispute is pending Period to which the amount relates Amount
Finance Act, 1994 Demand of service tax credit and penalty Appellate authorities and Tribunal Commissionerate April\u20192005 to March\u20192010 229.03
April 2011 to Jun 2017
April2005 - June2006 1.51
November2008 - June2013
October2014 - June2017
Commissioner (Appeal) January2016 - June2017 42.48
High Court April2005 - January2006 0.00
Demand of sales tax on stock transfer valuation difference High court of Tamil Nadu 1996-1997 0.01
Interest on Sales Tax Deferment High court of Andhra Pradesh 2001-2002 1.07
Demand of Service Tax Commissioner (Appeals) of Central GST & Central Excise, Ahmedabad February\u20192015 to June 2017 0.94
Supreme Court Commissioner (Appeals), Central Excise, Customs and Service Tax, Rajkot April\u20192008 to June\u20192015 October\u20192015 to September\u20192016 32.86 5.08
Goods and Demand of GST Appellate authorities and June2017 81.50
Service Tax Tribunal April2016- March 2017
April 2017- March 2018
April 2018-March2019
April 2019- March 2020
April 2020- March 2021
April 2021- March 2022
April 2022-March2023
Superintendent April2018-March2019 0.01
April2021-March2022
Demand for GST Appellate Authority and Tribunal April\u20192018-March\u20192019 0
Penalty for delay filling of GST return Appellate Authority and Tribunal 2022-2023 1.29
Denial of Excess availment of ITC Appellate Authority and Tribunal 2009-2010 0.01
Ineligible ITC, Excess Input taken & Inputs related to cancelled registrations of dealers Tax Liability on outward supply, Excess ITC compared to GSTR-2A and TRAN 1 matter Appellate Authority and Tribunal 2018-2019 1.82
Appellate Authority and Tribunal 2020-2021 0.57
Appellate Authority and Tribunal 2019-2020 0.01
2021-2022 16.65
2017-2018 0.84
2018-2019
2020-2021 4.81
Name of the statute Nature of the dues Forum where the dispute is pending Period to which the amount relates Amount
The Employees Provident Funds and Miscellaneous Provisions Act, 1952 Demand under section 7A and 7C for the provident fund contribution and other miscellaneous demand Appellate authorities and Tribunal October1995 to February2010 22.55
High Court of Punjab and Haryana December 2003 to December 2010 46.32
High Court of Rajasthan November, 2013 to August 2015
Stamp Duty Demand for stamp duty on merger order and other matters Supreme Court 2006-2007 15.99
2013-2014
High Court of Delhi 2014 288.00
Mines and Mineral (Development and Regulation) Act, 1957 Demand of additional royalty on limestone High Court of Rajasthan January1997 to March2013 1.66
High Court of Ahmedabad 2003-2006 11.64
Penalty for alleged illegal mining activities Adjudicating Authority 1995-2013 38.85
Contribution demanded towards District Mineral Foundation High Court, Telangana January 2015 to January 2016 3.10
Electricity Duty Cess Cess, Interest and Penalty Supreme Court 2005-2006 58.34
Electricity Duty High Court of Gujarat 2000-2005 1.78
Electricity Duty High Court of Gujarat November 2005 to December 2026 238.95
Electricity Duty Supreme Court April 2002 to June 2014 62.08
Electricity Duty Supreme Court December 2009 to March 2016 11.05
Electricity Duty High Court of Telangana April 2004 to June 2014 68.76
Electricity Duty APTEL, New Delhi April 2022 to March 2023 8.28
Water Tax Water Tax, Interest and Penalty High Court of Bilaspur January 2009 to April 2017 6.82
Motor Vehicle Act, 1988 Demand towards life tax and quarterly tax along with penalties High Court of Andra Pradesh April 2014 1.25
Other Statues Tax, interest and penalty Various Various 3.25

Rs in crore

Description of Property Gross carrying value Held in name of Whether promoter, director or their relative or employee Period held \u2013 indicate range, where appropriate Reason for not being held in the name of Company
Freehold non-mining land of Boyareddypalli - Penna Cement Industries Limited, amalgamated with the Company No April 10, 2026 (Refer Note 68) Land pending transfer to the Company on account of scheme of amalgamation of named subsidiary which is still in the name of such subsidiary, will be transferred in the name of the Company in due course. The said land is also attached under dispute between erstwhile promotors of Penna Cement Industries Limited and Central Government agency

(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2026.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. In our opinion the coverage and the procedure of such verification by the management is appropriate. No discrepancies of 10% or more in aggregate for each class of inventory were noticed on such physical verification.

(b) The Company has not been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks or financial institutions

According to the information and explanations given to us, during the year, the Company has not provided loans, advances in the nature of loans,

Particulars Loans
Aggregate amount granted/ provided during the year
- Subsidiaries, joint operation 373.23
Balance outstanding as at balance sheet date in respect of above cases
- Subsidiaries, joint operation 944.64

during any point of time of the year on the basis of security of current assets. Accordingly, the requirement to report on clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) (a) During the year and as per balance outstanding as at the year end, the Company has provided loans to companies as follows: H in crore

stood guarantee and provided security to firms, limited liability partnerships or any other parties.

(b) During the year the investments made including investment made through Optionally Convertible

Debentures in the wholly owned subsidiaries and the terms and conditions of the grant of all loans provided to wholly owned subsidiary companies and joint operation are not prejudicial to the Companys interest.

(c) The Company has granted loans or advances in the nature of loans during the year to subsidiaries and joint operation where the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular. Accordingly, the requirement to report on clause 3(iii)(c) of the Order is not applicable to the Company. (d) There are no amounts of loans and advances in the nature of loans granted to companies, firms, limited liability partnerships or any other parties which are overdue for more than ninety days. (e) There were no loans or advance in the nature of loan granted to companies which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to subsidiaries and joint operation. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) There are no loans, guarantees, and security in respect of which provisions of sections 185 of the Companies Act, 2013 are applicable and hence not commented upon. Loans and investments in respect of which provisions of sections 186 of the Companies Act, 2013 are applicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of cement, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, duty of custom, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases of professional tax and electricity duty during the year. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

Name of the statute Nature of the dues Forum where the dispute is pending Period to which the amount relates Amount
Income Tax Act, 1961 Central Excise Act, 1944 Income tax, interest and penalty Demand of Excise Duty, Denial of Cenvat Credit, Interest and Penalty Commissioner Appellate authorities and Tribunal 2007-08 to 2020-21 191.95
July2000 - September2004 13.66
May 2002
September 2003 -
November2003
March2004 - May2004
October2008 - March2010
April2010 - September2010
April2011 - December2011
October\u20192013 \u2013 June\u20192017
Commissionerate May1994 6.07
September1994
March1995
April1995
July1994 - April1996
March1997 - September1997
April 2001
October2005 - March2006
September2007 - March2008
October2012 - March2013
Asst. Commissioner of Central Excise [Appeals], Cochin High Court(s) of various states 2015-2017 March1996 0.66 0.18
High court, Hyderabad Supreme Court February\u20192009 to March\u20192010 March1996 19.90 0.01
Denial of transitional credit on clean energy cess CESTAT, Hyderabad April\u201915 to March\u201917 0.01
Denial of Cenvat Credit on Fuel High Court of Gujarat June\u20192006 to March\u20192010 35.61
Denial of Cenvat credit on Inputs, Fuel etc. Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad January\u20192005 to October\u20192014 10.73
Denial of input credit on inputs used for Manufacture of Capital Goods Commissioner of Central Excise, Ahmedabad September\u20192002 to September\u20192005 10.08
Demand of excise duty Appellate authorities and Tribunal April\u20192010 to February\u20192016 4.12
Name of the statute Nature of the dues Forum where the dispute is pending Period to which the amount relates Amount
Denial of credit for ineligible services Commissioner (Appeals), Central Excise and Customs Commissionerate, Rajkot March\u20192005 to March\u20192012 1.35
Central Sales Tax Act,1956 and various State Sales Tax Acts Entry Tax Customs Act,1962 Demand of Sales Tax/ Additional Purchase Tax, Interest and Penalty Appellate authorities and Tribunal 1992 - 1994 21.41
1996 - 1997
1999 - 2000
2005 - 2017
Commissionerate 1988-1989 16.31
1990-1991
1997-1998
2005-2017
High Court(s) of various states October2005 to June2017 129.21
Supreme Court 1999 - 2009 9.04
Demand for entry tax and other miscellaneous demand High Court(s) of various states 2005 - 2017 11.32
High court of Andhra Pradesh 2006-2007, 1.26
2007-2008
2014-2015
2017-2018
Appellate authorities and Tribunal 2002-2006 0.77
2008-2009
2011-2012
Commissionerate 1991 1993 28.31
2003 - 2004
2007 - 2008
2009 - 2017
Demand of Custom Duty, Interest and Penalty Appellate authorities and Tribunal Commissionerate 2012 - 2013 38.07
February2014
Novermber2000 to 1.65
December2000
October2009
December2009
November2018 - March2021
Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad April2012-March2013 13.91
Demand of differential custom duty, interest and penalty Commissionerate Appeals, Guntur March2012 to December2012 22.71
Denial of exemption of Duty on Coal relating to Industrial/ Institutional sale CESTAT, Hyderabad March\u201912 to January\u201913 0.35

(b) The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:

I in crore

Name of the statute Nature of the dues Forum where the dispute is pending Period to which the amount relates Amount
Finance Act, 1994 Demand of service tax credit and penalty Appellate authorities and Tribunal Commissionerate April\u20192005 to March\u20192010 229.03
April 2011 to Jun 2017
April2005 - June2006 1.51
November2008 - June2013
October2014 - June2017
Commissioner (Appeal) High Court January2016 - June2017 42.48
April2005 - January2006 0.00
Demand of sales tax on stock transfer valuation difference High court of Tamil Nadu 1996-1997 0.01
Interest on Sales Tax Deferment High court of Andhra Pradesh 2001-2002 1.07
Demand of Service Tax Commissioner (Appeals) of Central GST & Central Excise, Ahmedabad February\u20192015 to June 2017 0.94
Supreme Court April\u20192008 to June\u20192015 32.86
Commissioner (Appeals), Central Excise, Customs and Service Tax, Rajkot October\u20192015 to September\u20192016 5.08
Goods and Service Tax Demand of GST Appellate authorities and Tribunal June2017 81.50
April2016- March 2017
April 2017- March 2018
April 2018-March2019
April 2019- March 2020
April 2020- March 2021
April 2021- March 2022
April 2022-March2023
Superintendent April2018-March2019 0.01
April2021-March2022
Demand for GST Appellate Authority and Tribunal April\u20192018-March\u20192019 0
Penalty for delay filling of GST return Appellate Authority and Tribunal 2022-2023 1.29
Denial of Excess availment of ITC Appellate Authority and Tribunal 2009-2010 0.01
Ineligible ITC, Excess Input taken & Inputs related to cancelled registrations of dealers Appellate Authority and Tribunal 2018-2019 1.82
Appellate Authority and Tribunal 2020-2021 0.57
Tax Liability on outward supply, Excess ITC compared to GSTR-2A and TRAN 1 matter Appellate Authority and Tribunal 2019-2020 0.01
2021-2022 16.65
2017-2018 0.84
2018-2019
2020-2021 4.81
Name of the statute The Employees Provident Nature of the dues Demand under section 7A and 7C for the provident Forum where the dispute is pending Appellate authorities and Tribunal Period to which the amount relates October1995 to February2010 Amount 22.55
Funds and Miscellaneous fund contribution and other miscellaneous demand High Court of Punjab and Haryana December 2003 to December 2010 46.32
Provisions Act, 1952 High Court of Rajasthan November, 2013 to August 2015
Stamp Duty Demand for stamp duty Supreme Court 2006-2007 15.99
on merger order and other matters High Court of Delhi 2013-2014 2014 288.00
Mines and Mineral (Development and Regulation) Act, 1957 Demand of additional royalty High Court of Rajasthan January1997 to March2013 1.66
on limestone High Court of Ahmedabad 2003-2006 11.64
Penalty for alleged illegal mining activities Adjudicating Authority 1995-2013 38.85
Contribution demanded towards District Mineral Foundation High Court, Telangana January 2015 to January 2016 3.10
Electricity Duty Cess Cess, Interest and Penalty Supreme Court 2005-2006 58.34
Electricity Duty High Court of Gujarat 2000-2005 1.78
Electricity Duty High Court of Gujarat November 2005 to December 2026 238.95
Electricity Duty Supreme Court April 2002 to June 2014 62.08
Electricity Duty Supreme Court December 2009 to March 2016 11.05
Electricity Duty High Court of Telangana April 2004 to June 2014 68.76
Electricity Duty APTEL, New Delhi April 2022 to March 2023 8.28
Water Tax Motor Vehicle Act, 1988 Water Tax, Interest and Penalty High Court of Bilaspur January 2009 to April 2017 6.82
Demand towards life tax and quarterly tax along with penalties High Court of Andra Pradesh April 2014 1.25
Other Statues Tax, interest and penalty Various Various 3.25

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. (c) Term loans were applied for the purpose for which the loans were obtained.

(d) The Company did not raise any funds during the year hence, the requirement to report on clause 3(ix)(d) of the Order is not applicable to the Company.

(e) On an overall examination of the standalone financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company. (x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit. The Company has complied with provisions of sections 42 and 62 of the Companies Act, 2013 in respect of the preferential allotment of shares during the earlier years. The amount raised during the earlier years have been used for the purposes for which the funds were raised. The maximum amount of idle/surplus funds which was invested in fixed deposits, mutual funds and Government securities during the year was Rs. 3,637.36 crores of which Rs. 104.95 crores was outstanding at the end of the year.

(xi) (a) No material fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has by cost auditor/ secretarial auditor or beenfiled by us in Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of audit procedures.

(xii) The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), 3(xii)(b) and 3(xii)(c) of the Order is not applicable to the Company. (xiii)Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us. (xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve

Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the current financial year as well as in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the financial ratios disclosed in note 59 to the standalone financial statements, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note

48(a) to the standalone financial statements.

(b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in note 48(a) to the standalone financial statements.

Annexure 2

to the Independent Auditors Report of Even Date on the Standalone Financial Statements of Ambuja Cements Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)

We have audited the internal financial controls with reference to standalone financial statements of Ambuja

Cements Limited (the Company) as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing andmaintaininginternalfinancial internal control over financialreporting criteria established by the Company considering the essential components and of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial that were operating effectively for ensuring the orderly including adherence andefficient to the Companys 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 information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on

Act, to the Auditing, as specified extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance with aboutwhetheradequateinternal reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to thesestandalonefinancial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to these standalone financialstatements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient to provide a basis for our audit opinion on the Companys internal financialcontrols with reference to these standalone financial statements.

Meaning of Internal Financial Controls With controls Reference to these Standalone Financial Statements

A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparationoffinancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With Reference to standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March

31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Santosh Agarwal
Partner
Membership Number: 093669
UDIN: 26093669UZJHVG6659
Place of Signature: Ahmedabad, Gujarat
Date: May 04, 2026

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