To the Members of The India Cements Limited
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying Standalone Financial Statements of The India Cements Limited ("the Company"), which comprise the standalone balance sheet as at 31st March, 2026, the standalone statement of profit and loss (Including Other Comprehensive Income), the standalone cash flow statements and the standalone statement of changes in equity for the year then ended, and notes to the Standalone financialstatements,including significantaccounting policies and other summaryof explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, 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, and its profit and other comprehensive income, its cash flows and changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those SAs 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 Standalone Financial Statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of audit evidence we have obtained is sufficient and appropriate to provide a
Statements.
Emphasis of Matter
Without qualifying our report, we draw attention to
(a) Note No. 37.4 of the Standalone Financial Statements, regarding the order of attachment issued by the authorities through which certain assets of the company amounting to Rs.120.34 Crores have been attached vide provisional attachment Order dated
25th February 2015 which the company is disputing before legal forums. The company has been legally advised that it has strong grounds to defend its position, pending the outcome of the proceedings the impact if any is not ascertainable at this stage accordingly no adjustments have been made in the Standalone Financial Statements.
(b) Note No. 37(2)(d) of the Standalone Financial Statements relating to the order of the Competition Commission of India (CCI), alleging contravention of the provisions of Competition Act, 2002 and imposing a penalty of Rs.187.48 Crores on the Company. On Companys appeal, National Company Law Appellate Tribunal (NCLAT), in the interim order directed the company to pay 10% of the Penalty amount (Rs. 18.75 Crores) before getting stay which has been deposited by the company. Subsequently, in its final order passed on July 25, 2018, NCLAT has reportedly upheld the CCIs Order. The company appealed against the order before Supreme Court and the Supreme Court vide its Order dated October 05, 2018 admitted the Companys appeal and directed that the interim order passed by the NCLAT in the matter, shall continue setting aside the final orders passed by NCLAT on July 25, 2018. Pending the outcome, no adjustments have been made in the Standalone Financial Statements. The company, backed by legal opinion, believes that it has a good case in both the matters basis which no provision has been recognised in the books of account.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, 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. We have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context.
1. Revenue recognition: Discounts, Incentives and Rebates etc.
Reasons why the matter was determined to be |
|
| a key audit matter | Auditors Response |
| Revenue is measured net of discounts, incentives and rebates on the Companys sales. | Our procedures included: Assessing the appropriateness of the Companys revenue recognition accounting policies, including those relating to discounts, incentives and rebates as required under the applicable accounting standards. |
| The Company has its presence across different marketing regions within the country and operates in a competitive business environment. The Company recognises discounts, incentives and rebates at the time of sale either on provisional basis or on contracted terms. The assessment of entitlement of discounts, incentives and rebates recognised on sales made during the year is material and considered to be complex and dependent on various performance obligations of customers and market conditions. | Testing the effectiveness of the Companys controls over the determination of discounts, incentives and rebates based on commitments made either contracted or determined by the market forces. |
| There is a risk of revenue being affected as a result of variations in assessment of discounts, incentives and rebates recognised on sales. | Obtaining managements assessment of its obligations towards discounts, incentives and rebates including accruals under applicable schemes and comparing the overall assessment of the obligations with the approved schemes on sample basis. |
| Given the complexity involved in the assessment of provisions required for discounts, incentives and rebates, the same is considered as a key audit matter. | Examined on a sample basis, all the supporting documentation required for computing the Companys obligation towards discounts, incentives and rebates recorded and disbursed during the year including credit notes issued after the year end date to determine whether these were recorded appropriately covering the stated obligations. |
| The managements assessment of discounts, incentives and rebates recorded for the current year have been compared on an overall basis with the past practices to assess the adequacy of provisions made during the current year read with the changing competitive market dynamics as explained by the management. | |
| Our examination includes procedures to identify any unusual or irregular items. | |
2. Litigations and Contingencies |
|
Reasons why the matter was determined to be a key audit matter |
Auditors Response |
| The Company is engaged in a large number of legal and tax related litigations which have been disclosed / provided for in the financial statements based on the facts and circumstances of each case considering its operations spread across various regions within India involving the Company to deal with different regulatory frameworks. | Our audit procedures included the following: |
| Taxation and other litigation exposures have been identified as a key audit matter due to the timescales involved for resolution and the potential financial impact arising cases, and the out both the probability of success in significant of these on the financial statements given the inherent complexity and magnitude of potential exposures across the Company and the judgement necessary to estimate the amount of provision required or to determine required judgement disclosures. Further, significant is involved in assessing the exposure of each case and eventual obligation on the Company and thus there is a risk that such cases may not be adequately provided for or disclosed. | Gained an understanding of the process of identification of claims, litigations and contingent liabilities and identified key controls in the process. For selected controls we have performed relevant control tests. |
| Obtained the summary of Companys legal and tax cases and critically assessed managements position through discussions with the Legal Counsel and operational management, on magnitude of any potential loss. | |
| Obtained and reviewed external legal opinions (where considered necessary and made available) and other evidence to corroborate managements assessment of the risks in respect of pending litigations. | |
| Engaged with legal experts to evaluate the appropriateness of the legal positions taken by the management with respect to different tax issues. | |
Reasons why the matter was determined to be a key audit matter |
Auditors Response |
| These estimates could change substantially over time as new facts emerge and each legal case progresses and subsequent judicial guidance emerges or statutory amendments, if any, with retrospective effects are enacted having a bearing on the ongoing litigation. (Refer note 37.2 & 37.4 to the Standalone Financial Statements). | Assessed whether management assessment of similar cases is consistent across the plants/divisions or that differences in positions are adequately justified. |
| Assessed the appropriateness of disclosures made in the financial statements to examine whether they reflect the facts and circumstances of the respective litigations and the requirements of relevant accounting standards. | |
3. Verification of Inventories comprising Bulk Materials |
|
Reasons why the matter was determined to be a key audit matter |
Auditors Response |
| The Companys inventories included bulk materials comprising coal, petcoke, limestone, clinker, laterite, gypsum, etc., which are stored in open yards and silos including ports. | Our audit procedures included the following: Obtained an understanding of the Companys process and controls with respect to physical verificationof bulk inventories and evaluated the design effectiveness and operating effectiveness of these controls. |
| Determination of physical quantities of bulk inventories is done based on volumetric measurements and involves special considerations with respect to physical measurement, density calculation, moisture, etc. | Obtained reports of physical verification performed for bulk inventories by management during the financial year and at year end and assessed, on a test basis, that adjustments, if any, have been recorded for differences as compared to the inventory records as per the books. |
| Considering the inherent subjectivity involved in measuring physical quantities of bulk inventories, we have considered this as a key audit matter. | Observed physical verification performed by the management at year end. |
4. VerificationofSignificant Related Party Transactions |
|
Reasons why the matter was determined to be a key audit matter |
Auditors Response |
| The Company has entered into significant during the year with related parties, comprising sales of goods, purchases of raw materials/goods, and receipt of services. These transactions are material in value and are conducted in the ordinary course of business. | Our audit procedures included the following: transactions Obtained an understanding of the Companys process and controls with respect to identification, approval, and monitoring of related party transactions and evaluated the design effectiveness and operating effectiveness of these controls |
| Determination of whether these transactions are carried out on an arms length basis and in the ordinary course of business involves significant judgment, particularly with respect to pricing, terms, and commercial rationale. | Obtained and reviewed the list of related parties and transactions as identified and disclosed by management and assessed completeness by independently verifying against board/audit committee approvals and statutory records. transactions of sale |
| The Company has obtained an Arms LengthPrice(ALP) justification report from an independent consultant in support of the pricing of such transactions. Considering the inherent subjectivity involved in evaluating the appropriateness of related party transactions, we have considered this as a key audit matter. | On a test basis, verified that significant of goods, purchase of goods/raw materials, and receipt of services were appropriately priced, supported by underlying agreements or arrangements, and conducted at arms length. Obtained and evaluated the Arms Length Price (ALP) justification report provided by the independent consultant and assessed the reasonableness of the methodology, |
| comparables, and conclusions therein as part of our ALP assessment of the related party transactions. Assessed the adequacy of disclosures made in the financial statements in accordance with the applicable accounting standards (Ind AS 24 Related Party Disclosures). |
Other Information
The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the financial statements and auditors reports thereon. The Companys annual report is expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.
Management and Board of Directors Responsibilities for the Standalone Financial Statements
The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive 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 relevant rules issued thereunder. 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 the estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internalfinancial effectivelyfor ensuring the controls,thatwereoperating 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 and Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Companys financial reporting process of the Company.
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 scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is 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 system 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 and the Board of Directors.
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 thatmaycastsignificantdoubt 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 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.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeableuserofthestandalonefinancialstatements may be qualitative factors in (i) planning the scope of our audit work and in evaluating influenced. the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 of the current period 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 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, we give in the "Annexure A" a statementonthemattersspecifiedin paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, 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 of the aforesaid Standalone Financial Statements. b) In our opinion, proper books of account as required by law for preparation of the aforesaid Standalone Financial Statements have been kept by the Company so far as it appears from our examination of those books. c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including other comprehensive income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts. d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standard) 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) With respect to the adequacy of the internal financial controls with reference to Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. g) 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 37.2 & 37.4 to the Standalone Financial Statements. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company. iv. (a) The Management has represented to us that, to the best of their knowledge and belief, as disclosed in Note No.
37(14)(B)(8), during the year 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 entity ("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 identifiedin 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 their knowledge and belief, as disclosed in Note No. 37(14)
(B)(8), during the year no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, 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; (c) Based on the 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 subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v. The company has not declared any dividend for the current and previous financial year. vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year at both the application and database levels for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.
The audit trail has been preserved by the Company as per the statutory requirements for record retention under Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended.
3. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the Company has not paid or provided any remuneration to its directors during the year. Accordingly, reporting on compliance with the provisions of Section 197 read with Schedule V to the Companies Act, 2013 does not arise. The Ministry of Corporate Affairs has not prescribed any other details under Section 197(16) of the Act which are required to be commented upon by us.
For Brahmayya & Co., For S. Viswanathan LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. Sri Krishna Chella K. Raghavendran
Partner Partner Membership No.026575 Membership No. 208562
UDIN: 26026575CDQSHH7142 UDIN: 26208562CHHEUQ9516 Place: Chennai Date: 25th April, 2026
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF THE INDIA CEMENTS LIMITED FOR THE YEAR ENDED 31 MARCH 2026
The Annexure referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date
(i) (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and right of use assets.
B. The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has a regular programme of physical verification of its property, plant and equipment (excluding parts of freehold and leasehold lands) by which Property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain Property, plant and equipment were physically verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company as at the balance sheet date.
Freehold land and leasehold lands include lands acquired by the company through scheme of amalgamation, pending mutation in the name of the company.
Based on the examination of relevant documents and confirmations received from lenders/security trustees as of the reporting date, immovable properties comprising land and buildings, whose title deeds have been pledged as security for borrowings, are held in the name of the Company.
(d) According to the information and explanations given to us and based on the examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right-of-Use assets) or Intangible Assets or both during the year. Accordingly, the requirement to report on clause 3(i)(d) of the Order is not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of examination of the records of the
Company, there are no proceedings initiated or pending against the company for holding any benami property under the Prohibition of Benami Transactions Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, the inventories were physically verifiedduring the year by the management at reasonable intervals and, in our opinion, the coverage and procedure of such verification by the management is appropriate. Considering inventories comprising bulk materials whose verification is measured through volumetric approach, no discrepancies of 10% or more in aggregate for each class of inventory were noted in the raw material and work in progress stocks.
(b) According to the information and explanations given to us and on the basis of examination of the records of the
Company, the Company has been sanctioned working capital limits in excess of Rs.5 crore, in aggregate, from consortium of banks on the basis of security of current assets. The quarterly statements comprising inventories, trade receivables, creditors statements and other stipulated financial information submitted (including the statements submitted) by the Company differenceswith the books of account consortiumofbanksarehaving as follows:
(In Rs. Crore)
Period |
Debtors & Inventory as per Stock Statement | Debtors & Inventory as per Books of Accounts | (Excess)/ Short as per stock statement |
| Q4 | 598.10 | 596.6 | 1.50 |
(iii) (a) According to the information and explanations provided to us and based on the examination of the records of the company, during the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii) (a) (c) (d) (e) and (f) of the Order is not applicable to the Company.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investments in respect of which the requisite information is provided below.
(b) According to the information and explanations and based on the audit procedures performed by us, we are of the opinion that investments made are not prejudicial to the companys interest.
(iv) According to the information and explanations given to us and on the basis of examination of the records of the Company, the company has complied with the provisions of Section 185 and 186 of the Act to the extent applicable to the company, in respect to the loans given, investments made, guarantees given and security provided.
(v) In our opinion and according to the information and explanations given to us and the records of the Company examined by us during the course of the audit, a. The Company has not accepted any deposits within the meaning of sections 73 to 76 or other relevant provisions of the Companies Act, 2013 and the Companies (acceptance of deposits) Rules,2014 framed thereunder and b. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal against the Company in this regard. Hence, reporting under paragraph 3(v) of the order doesnt arise.
(vi) The maintenance of cost records has been specified by Act, 2013. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us and on the basis of our examination of the books of account in respect of statutory dues:
(a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, employees state insurance, income tax, sales tax, goods and service tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues, except for delays in a few instances. According to information and explanations given to us, no undisputed statutory dues payable were in arrears as at March 31, 2026, for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, details of dues of Goods and Service Tax, Sales tax, Income tax, Service tax, Customs Duty, Excise duty, VAT and Cess or other statutory dues, which have not been deposited as on 31st March 2026 on account of any dispute and the forum where disputes are pending is given in Annexure - I.
(viii) In our opinion and according to the information and explanations given to us, the company has not surrendered or disclosed any transaction, previously not recorded in the books of account, as income during the year in the tax assessments under the Income Tax Act, 1961.
(ix) (a) According to the information and explanations given to us and based on our examination of records of the company the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. (b) According to the information and explanations given to us and based on our examination of records of the company, the company has not been declared a wilful defaulter by any bank or financialinstitutions or government or government authority.
(c) In our opinion and according to the information and explanations given to us and based on our examination of records of the company, the term loans were applied for the purposes for which the loans were obtained.
(d) According to the information and explanations given to us and based on the overall examination of the balance sheet and other records of the company, we report that no funds raised on short term basis have been used for long term purposes by the company.
(e) According to the information and explanations given to us and on overall examination of the standalone financial statements of the company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associates.
(f) According to the information and explanations given to us and based on our examination of records of the company, the company has not raised any funds during the year on the pledge of securities held in its subsidiaries or associate companies.
(x) (a) According to the information and explanations given to us and on examination of records of the company, the company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3(x)(a) of the Order is not applicable (b) According to the information and explanations given to us and on examination of records of the company, the company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
(xi) (a) During the course of our examination of the books and records of the Company and according to the information and explanations given to us and based on our examination of records of the company, considering the principles of materiality we report that no fraud by the Company or on the Company has been noticed or reported during the course of our audit.
(b) According to the information and explanations given to us and based on our examination of records of the company, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. (c) According to the information and explanations given to us and based on our examination of records of the company, the company has not received any whistle-blower complaints during the year.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.
Accordingly, clause 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company and having regard to the advisory received from the regulator, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable as disclosed in Note No. 37.8 to the Standalone Financial Statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on the results of the audit procedure performed, (a) The company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the company issued for the period under audit.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected to its directors and hence the provisions of section 192 of the Act are not applicable to the company.
(xvi) According to the information and explanations given to us and based on our examination of the records of the Company, (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, clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of IndiaAct, 1934.
The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(d) According to the information and explanations given to us, the Group has more than one Core Investment Company
(CIC) as part of the Group. There are three CICs forming part of the Group.
(xvii) According to the information and explanations given to us and based on our examination of the records of the Company, the company has not incurred cash losses during the year and incurred cash losses of Rs. 55,494.45 Lakhs in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditor during the year, hence clause 3(xviii) of the Order is not applicable. (xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the plans 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 operational efficiencies 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 including dues which are overdue, will get discharged by the company as and when they fall due.
Also refer to the other information paragraph of our main audit report which explains that the other information comprising the information included in annual report is expected to be made available to us after the date of this auditors report.
(xx) (a) In our opinion, according to the information and explanations given to us and based on our examination of the records of the Company, the company has no ongoing CSR projects. Accordingly, clause 3(xx)(a) of Order is not applicable.
(b) In our opinion, according to the information and explanations given to us and based on our examination of the records of the Company, the company has no amount remaining unspent under sub section (5) of section 135 of
Companies Act. Accordingly, clause 3(xx)(b) of Order is not applicable.
For Brahmayya & Co., For S. Viswanathan LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. Sri Krishna Chella K. Raghavendran
Partner Partner Membership No.026575 Membership No. 208562
UDIN: 26026575CDQSHH7142 UDIN: 26208562CHHEUQ9516 Place: Chennai Date: 25th April, 2026
Annexure - B to the Independent Auditors Report
Report on the Internal Financial Controls with reference to the aforesaid standalone financial statements under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
In conjunction with our audit of the Standalone Financial Statements of the Company as of and for the year ended March 31,
2026, we have audited the internal financial controls over financial reporting of The India Cements Limited ("the Company") as of that date.
Managements and Board of Directors Responsibilities for Internal Financial Controls
The Companys Management and the Board of Directors are responsible for establishing and maintaining internal financial controls 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 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 internalfinancial effectivelyfor ensuring the orderly and efficient conduct of its business, controlsthatwereoperating including adherence to 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 under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial 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 Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were 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 reference to Financial Statements and their operating effectiveness. Our audit of internal financial controls with Financial Statements included obtaining an understanding of internal financial controls with reference to Financial statements, 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 judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial statements
A companys internal financial control with reference to Financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to 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 authorizations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 Financial Statements
Because of the inherent limitations of internal financial controls with reference to 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 with reference to Financial statements to future periods are subject to the risk that the internal financial control with reference to 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 and to the best of our information and according to the explanations given to us, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial referencetofinancialstatementswereoperatingeffectivelyas at 31 March 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Brahmayya & Co., For S. Viswanathan LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. Sri Krishna Chella K. Raghavendran
Partner Partner Membership No.026575 Membership No. 208562
UDIN: 26026575CDQSHH7142 UDIN: 26208562CHHEUQ9516 Place: Chennai Date: 25th April, 2026
ANNEXURE - (i) to the Independent Auditors Report as mentioned in Paragraph 3 (vii) (b) of CARO, 2020
Sl.No. Nature of the Statue |
Nature of Dues | Amount (Rs.) | Period to which amount relates | Forum where dispute is pending |
| 1 Central Excise | Central Excise & | 70,70,16,033 | Various Periods from 1995-96 to 2012-13 | Supreme Court |
| Act ,1944 | Service Tax | 13,00,27,440 | Various Periods from 2000-01 to 2021-22 | High Court |
| 1,08,77,32,227 | Various Periods from 1995-96 to 2019-20 | CESTAT | ||
| 9,38,05,714 | Various Periods from 1999-2000 to 2021-22 | Commissioner / Commissioner (Appeals) | ||
Sub Total |
2,01,85,81,414 | |||
| 2 Central Sales Tax Act, | Sales Tax & VAT | 46,93,537 | 2004-05 to 2012-13 | Sales Tax Appelate Tribunal |
1956 and Sales Tax of Various States |
2,59,77,554 | 2008-09 & 2013-14 | Additional Commissioner (Rev. Petition) | |
| 13,92,08,012 | Various Periods from 2002-03 to 2016-17 | High Court | ||
| 1,36,792 | 2005-06 & 2007-08 | Deputy Commissioner (Appeals) | ||
| 86,75,186 | Various Periods from 2013-14 to 2016-17 | VAT Tribunal | ||
| 8,53,44,197 | Various Periods from 2012-13 to 2017-18 | Commissioner (Appeals) | ||
Sub Total |
26,40,35,278 | |||
3 Customs Duty, 1962 |
Customs Duty | 64,32,95,643 | 2011-12 & 2012-13 | CESTAT |
Sub Total |
64,32,95,643 | |||
| 4 Central Goods and | GST | 23,51,55,817 | 2020-21 | High Court |
Services Tax Act, State Goods and Services Tax Act |
6,57,62,351 | 2020-21 | Commissioner of GST & Customs(Appeals) | |
| 69,93,63,209 | 2017-18 to 2022-23 | Commissioner (Appeals) | ||
| 90,45,29,661 | 2017-18 & 2020-2021 | Appellate Authority (Appeals) | ||
Sub Total |
1,90,48,11,038 | |||
| 5 Income Tax Act, 1961 | Income Tax | 8,55,72,000 | 2016-17 | Commisioner of Income Tax |
Sub Total |
8,55,72,000 | |||
6 Other General Cases |
Electricity, Stamp Duty, Mines & Minerals, Etc. | 4,38,62,58,400 | Various Periods | At different levels of appeals |
Grand Total |
9,30,25,53,773 |
For Brahmayya & Co., For S. Viswanathan LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. Sri Krishna Chella K. Raghavendran
Partner Partner Membership No.026575 Membership No. 208562
UDIN: 26026575CDQSHH7142
UDIN: 26208562CHHEUQ9516
Place: Chennai Date: 25th April, 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.