India Cements Ltd Auditor Reports

To

The Members of

The India Cements Limited

Report on the Audit of the Standalone Ind AS Financial Statements Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of The India Cements Limited ("the Company"), which comprise the Balance sheet as at 31st March 2024, the statement of Profi t and Loss (Including Other Comprehensive Income), the Cash Flow Statements and the Statement of Changes in Equity for the year then ended, and notes to the fi nancial statements, including a summary of signifi cant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us and having regard to the matters mentioned and assertions made for achieving operational effi ciencies for addressing the operational stress, together with initiating necessary steps for mobilization of additional resources to fund initiatives contemplated, as discussed in detail by the management in note no. 41.16(H) to the standalone Ind AS fi nancial statement, the aforesaid standalone Ind AS fi nancial 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, 2024, its loss including other comprehensive income, its cash fl ows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of standalone Ind AS fi nancial statements in accordance with the Standards on Auditing (SAs), as specifi ed under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditors Responsibilities for the Audit of the Standalone Ind AS 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 Ind AS fi nancial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the standalone Ind AS fi nancial statements.

Emphasis of Matter

Without qualifying our report, we draw attention to

(a) Note No.41.4 of the Standalone Ind AS 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 Ind AS fi nancial statements.

(b) Note No.41.2(f) of the Standalone Ind AS 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 fi nal order passed on 25th July, 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 05th October, 2018 admitted the Companys appeal and directed that the interim order passed by the NCLAT in the matter, shall continue setting aside the fi nal orders passed by NCLAT on 25th July, 2018. Pending the outcome, no adjustments have been made in the Standalone Ind AS Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most signifi cance in our audit of the standalone Ind AS fi nancial statements for the fi nancial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone Ind AS fi nancial 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
i(i) Revenue is measured net of discounts, incentives and rebates on the Companys sales.	Our procedures included:
(ii) The Company has its presence across different marketing regions within the country and operates in competitive business environment.	• 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 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. There is a risk of revenue being affected as a result of variations in assessment of discounts, incentives and rebates recognised on sales.	• 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.
Given the complexity involved in the assessment of provisions required for discounts, incentives and rebates the same is considered as key audit matter.	• Obtaining managements assessment of its obligations towards discounts, incentives and rebates including accruals under applicable schemes and compare the overall assessment of the obligations with the approved schemes on sample basis.
	• 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 large number of legal and tax related litigations which have been disclosed / provided for in the fi nancial 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 identifi ed as a key audit matter due to the timescales involved for resolution and the potential fi nancial impact arising out of these on the fi nancial 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 disclosures. Further signifi cant management judgement 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 identifi cation of claims, litigations and contingent liabilities and identifi ed key controls in the process. For selected controls we have performed relevant control tests.
These estimates could change substantially over time as new facts emerge and each legal case progress and subsequent judicial guidance emerges or statutory amendments if any with retrospective effects are enacted having a bearing on the ongoing litigation.	• Obtained the summary of Companys legal and tax cases and critically assessed managements position through discussions with the Legal Counsel and operational management, on both the probability of success in signifi cant cases, and the magnitude of any potential loss.
(Refer note 41.2 & 41.4 to the standalone Ind AS fi nancial statements).	• 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.
	• Assessed whether management assessment of similar cases is consistent across the plants/divisions or that differences in positions are adequately justifi ed.
	• Assessed the appropriateness of disclosures made in the fi nancial statements to examine whether they refl ect the facts and circumstances of the respective litigations and the requirements of relevant accounting standards.

3. Allowance for Receivables:

Reasons why the matter was determined to be a key audit matter	Auditors Response
Trade receivables of the company comprise mainly receivables from its customers towards sale of cement both in domestic and export markets and other cement related products and shipping and infrastructure development business. The operating environment in the cement industry and other businesses the company operates has the inherent risks of default on receivables from the companys customers. In particular, in the event of fi nancial stress at the customers end the company is exposed to potential risk of fi nancial loss when the customers fail to meet their payment obligations in accordance with the agreed credit terms.	We have performed the following procedures in relation to the recoverability of trade receivables: • Tested the ageing of trade receivables at year end on a sample basis;
The recoverable amount was estimated by management based on their specifi c recoverability assessment on individual debtor with reference to the ageing profi le, historical payment pattern and the past record of default of the customer including assessment of ongoing litigations against the defaulting customers. In addition, the management would also make specifi c provision against individual balances with reference to the recoverability evaluation.	• Obtained a list of outstanding receivables along with con fi rmation of balances on a sample basis as per the auditing standards and identifi ed the relevant receivables due beyond the credit terms and discussed the current status with the management.
For the purpose of determination of provision requirement, signifi cant judgements and assumptions, including the credit risk assessment of customers, the timing and amount of realisation of these receivables, are required for the identifi cation of impairment events and the determination of the provision to be made towards the receivables.	• Assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of managements assessment with reference to the credit profi le of the customers, historical payment pattern of customers, publicly available information if any and latest correspondence with customers and further assessed the adequacy of provisions made for any possible non recoveries; and
	• Tested subsequent settlement of trade receivables after the balance sheet date on a sample basis.

4. Recoverability of Deferred Tax Assets in respect to unabsorbed tax losses and unabsorbed depreciation:

Reasons why the matter was determined to be a key audit matter	Auditors Response
(a) The company recognised Deferred tax assets on the current year losses, unabsorbed depreciation and unabsorbed business losses as available upto March 31, 2024.	Our audit procedures included the following:
(b) Deferred tax assets on unabsorbed depreciation or carry forward of losses are to be recognised only when suffi cient future taxable income will be available against which such deferred tax assets can be realised for the Company. Under Ind AS 12 ‘Income Taxes, the carrying amount of deferred tax asset is required to be reviewed at the end of each reporting period.	• Considered the Companys accounting policies with respect to recognition of tax credits in accordance with Ind AS 12 on "Income Taxes".
(c) Considering the involvement of managements estimation and judgment in determining reasonable certainty of suffi cient future taxable income, based on the fi nancial projections, being available, which will result in recoverability of the recognized deferred tax assets, we have identifi ed recognition and measurement of deferred tax assets as a key audit matter.	• Evaluated the Companys tax positions by comparing it with prior years and past precedents; Obtained the earnings projection along with expected rate of tax that would be applicable for assessing the companys ability to utilize the tax losses;
	• Evaluated the estimates of profi tability made by the management on the basis of which it is considered probable that the Company will have suffi cient taxable income against which the unused tax losses will be utilised and also within the expected timing of utilisation;

5. Title Deeds of Immovable Properties:

Reasons why the matter was determined to be a key audit matter	Auditors Response
(a) The company across its manufacturing facilities owns large tracks of land including leasehold land. Part of these lands have been mortgaged with lenders as security in respect of which relevant Memorandum of Deposit of Title Deed (MODT) have been obtained periodically. In regard to lands, which are not subjected to mortgage the relevant details relating to such lands are under updation.	Our audit procedures included the following:
	• At every reporting date, we have obtained the confi rmations from the respective lenders confi rming the charge held by the respective lender through their security trustees.
	• In regard to non-mortgaged land, having regard to the records being under updation, the managements assessment covering the aspects of extent, possession and title to these non- mortgaged land is taken as the basis for performing the audit
	procedures.

6. Verifi cation of Inventories comprising Bulk Materials:

Reasons why the matter was determined to be a key audit matter	Auditors Response
(a) 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:
(b) 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. Considering the inherent subjectivity involved in measuring physical quantities of bulk inventories, we have considered this as a key audit matter.	• Obtained an understanding of the Companys process and controls with respect to physical verifi cation of bulk inventories and evaluated the design effectiveness and operating effectiveness of these controls.
	• Obtained reports of physical verifi cation performed for bulk inventories by management during the fi nancial 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.
	• Observed physical verifi cation performed by the management at year end.

Other Information

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Companys Annual Report, but does not include the Financial Statements and our auditors report thereon. The above reports are expected to be made available to us after the date of the auditors report.

Our opinion on the standalone Ind AS fi nancial 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 standalone Ind AS fi nancial statements, our responsibility is to read the other information identifi ed above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS fi nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the above reports, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and those Charged with Governance for the 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 Ind AS Financial Statements that give a true and fair view of the fi nancial position, fi nancial performance including Other Comprehensive Income, cash fl ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specifi ed 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 internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone Ind AS fi nancial 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. The Board of Directors are also responsible for overseeing the Companys fi nancial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS fi nancial 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 infl uence the economic decisions of users taken on the basis of these standalone Ind AS fi nancial 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 Ind AS fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient 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 fi nancial 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.

• 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 signifi cant 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 fi nancial 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 Ind AS fi nancial statements, including the disclosures, and whether the standalone Ind AS fi nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone fi nancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone fi nancial statements may be infl uenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identifi ed misstatements in the standalone fi nancial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signifi cant audit fi ndings, including any signifi cant defi ciencies 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 signifi cance in the audit of the standalone Ind AS fi nancial statements of the fi nancial year ended March 31, 2024 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 benefi ts of such communication.

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 statement on the matters specifi ed in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report 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 have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph h(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The Balance Sheet, the Statement of Profi t and Loss including other comprehensive income, the Cash Flow Statement and the 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 Ind AS fi nancial statements comply with the Ind AS specifi ed 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 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act. f) The modifi cations relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph h(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014, as amended.

g) With respect to the adequacy of the internal fi nancial controls over fi nancial reporting of the Company with reference to these standalone Ind AS fi nancial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report.

h) 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 fi nancial position in its standalone Ind AS fi nancial statements – Refer Note 41.2 & 41.4 to standalone Ind AS fi nancial 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 that, to the best of its knowledge and belief, during the year no funds (which are material either individually or in the aggregate) other than those disclosed in the notes to accounts, 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 or entity, 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 identifi ed in any manner whatsoever by or on behalf of the Company ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries;

(b) The Management has represented, that, to the best of its knowledge and belief, during the year no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, 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 identifi ed in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the ultimate benefi ciaries;

(c) Based on the audit procedures 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in Note 41.16 (B) to the standalone fi nancial statements

(a) The company has not declared any dividend for the current and previous fi nancial year.

vi. According to the information and explanation given to us and 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 / application. However, audit trail feature is not enabled for changes to data when using certain access rights at the database level for the accounting software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended, is applicable from 1st April 2023, reporting under 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, on preservation of audit trail as per the statutory requirements for record retention is not applicable for the fi nancial year ended 31st March 2024.

3. In our opinion and according to the information and explanations given to us, the remuneration provided by the Company to its directors during the current year as adjusted for the refund of remuneration paid (found in excess of permissible limits), is in accordance with the provisions of section 197 read with Schedule V of the Act.

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. SRINIVASAN
Partner	Partner
Membership No.026575	Membership No.023305
UDIN: 24026575BKCJUP5482	UDIN: 24023305BJZWBL2234
Place : Chennai
Date : 20th May, 2024

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT

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, however the records pertaining to lands (including mining and leasehold lands) are being updated for certain particulars such as survey number, etc.

B. The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a regular programme of physical verifi cation of its fi xed assets (excluding parts of freehold and leasehold lands) by which fi xed assets are verifi ed in a phased manner over a period of three years. Pursuant to the programme, certain fi xed assets were physically verifi ed by the management during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verifi cation. In our opinion, this periodicity of physical verifi cation is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and 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 properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the fi nancial statements are held in the name of the Company. Freehold land and leasehold lands includes 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 confi rmations 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. In regard to non-mortgaged lands, the management is currently in the process of updating the relevant records.

(d) The company has not revalued its Property, Plant and Equipment and intangible assets during the current year.

(e) In our opinion and according to the information and explanations and on the basis of our examination of records of the company, no proceedings have been initiated against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) (a) According to the information and explanations given to us, the inventories were physically verifi ed during the year by the management at reasonable intervals and, in our opinion, the coverage and procedure of such verifi cation by the management is appropriate. Considering inventories comprising bulk materials whose verifi cation is measured through volumetric approach, no material discrepancies were noticed on physical verifi cation.

(b) 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; according to the information and explanations given to us and on the basis of records examined by us, the quarterly/monthly returns comprising inventories, trade receivables, creditors statements and other stipulated fi nancial information fi led by the Company with consortium of banks are having differences with the books of account as follows:

Period	Debtors & Inventory as per Stock Statement	Debtors & Inventory as per Books of Accounts	(Excess) / Short as per stock statement
Q1	162072	166232	4160
Q2	150346	151346	1000
Q3	145292	144958	(334)
Q4	132023	128114	(3909)

(iii) (a) 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 and granted loans and advances in the nature of loans, to companies and other parties in respect of which the requisite information is provided below.

Based on the audit procedures carried on by us and as per the information and explanations given to us, the aggregate amount during the year and balance outstanding at the balance sheet date with respect to loans or advances in the nature of loans to subsidiaries, joint ventures, associates and other parties are given below:

Particulars	Guarantees	Security	Loans	Advances in nature of Loans
Aggregate amount granted / provided during the year
- Subsidiaries	-	-	113.83	-
- Associates	-	-	3430.04	-
- Others	-	-	9438.13	-
Balance Outstanding as at 31st March 2024 in respect of above cases
- Subsidiaries	-	-	14800.38	-
- Associates	-	-	1978.83	-
- Others	-	-	76519.00	-

(b) According to the information and explanations and based on the audit procedures performed by us, we are of the opinion that the terms and conditions under which the aforesaid investments were made and loans and advances granted are not prejudicial to the companys interest.

(c) In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts are regular except in case of loans to subsidiaries and associates as detailed in the table below where no repayment schedule was stipulated and accordingly, we are unable to comment on the regularity of repayment of principal and payment of interest.

Name of the Entity	Amount	Remarks
India Cements Infrastructures Limited	9569.70	Wholly Owned Subsidiary
ICL Financial Services Limited	5091.40	Wholly Owned Subsidiary
Coromandel Travels Limited	139.28	Subsidiary
Coromandel Sugars Limited	1435.85	Associate
India Cements Capital Limited	542.98	Associate

(d) According to information and explanations given to us and based on the audit procedures performed, other than items mentioned clause (c) above there are no amounts of loans and advances in the nature of loans granted to the companies, which are overdue for more than 90 days as at the balance sheet date when read with the terms and conditions covering the loans and advances.

(e) According to the information and explanation given to us and on the basis of our examination of the records of the company, there were no loans or advances in the nature of loans fallen due during the year, which have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties except for the following loan:

Name of the party	Aggregate amount of loans or advances in the nature of loans granted during the year	Aggregate overdue amount settled by renewal or extension or by fresh loans granted to same parties	Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Sri Saradha Logistics Private Limited	9438.13	76519.00	55.86%

(f) In our opinion and according to the information and explanations given to us, the Company has granted loans or advances in the nature of loans which are either repayable on demand or without specifying any terms or period of repayment as detailed below:

Particulars	All Parties	Promoters	Related Parties
Aggregate amount of loans / advances in nature of loans
- Repayable on demand (A)	-	-	-
- Agreement does not specify any terms or period of repayment (B)	3548.00	-	3548.00
Total (A+B)	3548.00	-	3548.00
Percentage of loans / advances in nature of loans to the total loans	3.70%	-	3.70%

(iv) In our opinion and according to the information and explanations given to us, 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 explanation 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 of the Companies Act, 2013 and the rules 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(iv) of the order doesnt arise.

(vi) The maintenance of cost records has been specifi ed by the Central Government under section 148(1) of the Companies 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 with appropriate authorities except in the case of Professional Tax and Goods and Service Tax with delays ranging up to twenty days. According to information and explanations given to us, no undisputed statutory dues payable were in arrears as at March 31, 2024, 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, which have not been deposited as on 31st March 2024 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 as income during the year as tax assessments under the Income Tax Act, 1961.

(ix) In our opinion and according to the information and explanations given to us and on examination of records of the company,

(a) The company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. However, with respect to loan amounting to Rs. 954.01 Lakhs availed from a wholly owned subsidiary, the terms and conditions for payment of principal and interest thereon have not been stipulated and accordingly we are unable to comment on the default in repayment of such loans. According to the information and explanations given to us such loan and interest thereon have not been demanded for repayment during the relevant fi nancial year. As regards dues to a related party amounting to Rs. 24,900 lakhs payable as at the yearend due date has been extended and accordingly not treated as default.

(b) The company has not been declared a wilful defaulter by any bank or fi nancial institutions. (c) The term loans were applied for the purposes for which the loans were obtained.

(d) The Funds raised on short term basis have not been used for long term investment.

(e) 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) The company has not raised any funds during the year on the pledge of securities held in its subsidiaries or associate companies.

(x) (a) In our opinion and 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 (including debt instruments) during the year.

(b) In our opinion and 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.

(xi) According to the information and explanations given to us and on examination of records of the company,

(a) No material fraud by the Company or on the Company by its offi cers or employees has been noticed or reported during the course of our audit.

(b) No report under sub-section (12) of section 143 of the Companies Act has been fi led by the auditors in form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) 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, paragraph 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. 41.13 to the Standalone Ind AS Financial Statements.

(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 with them.

(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, the requirement to report on clause (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 obtained a valid Certifi cate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company as defi ned 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) The Group has more than one CIC as part of the group. There are 3 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 incurred cash losses of Rs. 3,503.60 Lakhs during the year and Rs. 8,008.15 Lakhs in the immediately preceding fi nancial year.

(xviii) There has been no resignation of the statutory auditor during the year, hence the clause is not applicable.

(xix) According to the information and explanations given to us and on the basis of the fi nancial ratios, ageing and expected dates of realization of fi nancial assets and payment of fi nancial liabilities, other information accompanying the fi nancial statements having regard to the cash losses incurred during the year and in the previous fi nancial year and basing on our knowledge of the plans of the Board of Directors and management contemplating to implement various measures to improve operational effi ciencies including infusion of required funds and taking an overall view of all the measures read with these plans and initiatives of the management as discussed above, 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 state that this is not an assurance as to the future operational effi ciencies 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.

(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, Para 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, Para 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. SRINIVASAN
Partner	Partner
Membership No.026575	Membership No.023305
UDIN: 24026575BKCJUP5482	UDIN: 24023305BJZWBL2234
Place : Chennai
Date : 20th May, 2024

Annexure - B to the Independent Auditors Report

Report on the Internal Financial Controls 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 Ind AS Financial Statements of the Company as of and for the year ended March 31, 2024, we have audited the internal fi nancial controls over fi nancial reporting of The India Cements Limited ("the Company") as of that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal fi nancial controls based on the internal control over fi nancial 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 internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient conduct of its business, 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 fi nancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal fi nancial controls over fi nancial reporting 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 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 fi nancial controls, both applicable to an audit of Internal Financial Controls and, 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 fi nancial controls over fi nancial reporting 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 fi nancial controls system over fi nancial reporting and their operating effectiveness. Our audit of internal fi nancial controls over fi nancial reporting included obtaining an understanding of internal fi nancial controls over fi nancial reporting, 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 suffi cient and appropriate to provide a basis for our audit opinion on the Companys internal fi nancial controls system over fi nancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal fi nancial control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal fi nancial control over fi nancial reporting includes those policies and procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect 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 over Financial Reporting

Because of the inherent limitations of internal fi nancial controls over fi nancial reporting, 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 fi nancial controls over fi nancial reporting to future periods are subject to the risk that the internal fi nancial control over fi nancial reporting 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 explanation given to us, the Company has, in all material respects, an adequate internal fi nancial controls system over fi nancial reporting and such internal fi nancial controls over fi nancial reporting were operating effectively as at 31st March 2024, based on the internal control over fi nancial 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. SRINIVASAN
Partner	Partner
Membership No.026575	Membership No.023305
UDIN: 24026575BKCJUP5482	UDIN: 24023305BJZWBL2234
Place : Chennai
Date : 20th May, 2024

ANNEXURE - (I) to the Independent Auditors Report as mentioned in Paragraph 3 (vii) (b) of CARO, 2020

S. No. Nature of the Statue	Nature of Dues	Amount ()	Period to which the amount relates	Forum where dispute is pending
1 Central Excise Act, 1944	Central Excise & Service Tax	47369638	Various Periods from 1995-96 to 2012-13	Supreme Court
		168175593	Various Periods from 2000-01 to 2021-22	High Court
		1142575405	Various Periods from 1995-96 to 2019-20	CESTAT
		93805714	Various Periods from 1999-2000 to 2021-22	Commissioner / Commissioner (Appeals)
Sub Total		1451926350
2 Central Sales Tax Act, 1956 and Sales Tax of Various States	Sales Tax & VAT	4693537	2004-05 to 2012-13	Sales Tax Appelate Tribunal
		25977554	2008-09 & 2013-14	Additional Commissioner (Rev. Petition)
		171324012	Various Periods from 2002-03 to 2016-17	High Court
		136792	2005-06 & 2007-08	Deputy Commissioner (Appeals)
		8675186	Various Periods from 2013-14 to 2016-17	VAT Tribunal
		86082600	Various Periods from 2012-13 to 2017-18	Commissioner (Appeals)
Sub Total		296889681
3 Customs Duty, 1962	Customs Duty	642841243	2011-12 & 2012-13	CESTAT
Sub Total		642841243
4 Central Goods and Services Tax Act, State Goods and Services Tax Act	GST	171576911	2020-21	High Court
		65762351	2020-21	Commissioner of GST & Customs (Appeals)
		699363209	2017-18 to 2022-23	Commissioner (Appeals)
		5259479	2017-18 & 2020-2021	Appellate Authority (Appeals)
Sub Total		941961950
5 Income Tax Act, 1961	Income Tax	85572247	2015-2016	Commisioner of Income Tax
		117156880	2016-2017	Commisioner of Income Tax
Sub Total		202729127
6 Other General Cases	Electricity, Stamp Duty, Mines & Minerals, Etc.	3668174000	Various Periods	At different levels of appeals
Grand Total		7204522351

 

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. SRINIVASAN
Partner	Partner
Membership No.026575	Membership No.023305
UDIN: 24026575BKCJUP5482	UDIN: 24023305BJZWBL2234
Place : Chennai
Date : 20th May, 2024