J K Cements Ltd Management Discussions

AFR) stood at 512 kg CO2^{e/tonne cementitious product and our focus is to reduce further to 465 kg CO}2^e/tonne

calcined clay. LC3 can reduce CO2 emissions by up to

40%, by using limestone and low-grade clays, which are available in abundant quantities, is cost-effective and does not require capital-intensive modifications to existing cement plants.

Industry margins improved in FY24 mainly due to a decrease in fuel costs and an increase in cement prices owing to pent up demand before the elections and the state machinery utilising its allocated budget for ongoing infrastructure activities.

Further, Central India expansion achieved 82% capacity utilisation in its first full year of operations.

1) Grey Cement, White Cement and Wall Putty Sales volumes increased to 18.52 MnT as against *15.80 MnT in 2022-23, thereby registering a growth of 17%

2) Revenue from Operations grew by 17% to I 10,918 Crores from *I 9,310 Crores in previous year

3) EBITDA recorded a growth of 52% at I 2,006 Crores from *I 1,327 Crores in 2022-23

4) Net profit is higher at I 831 Crores as against *I 503

Crores in 2022-23, recorded a growth of 65%

*reinstated due to amalgamation of Jaykaycem(Central) Ltd.

1) Expansion

Ujjain Grinding Unit having a capacity of 1.5 MTPA was commissioned in Nov’23. Within 12 months from start of work and ramp up to almost 60% capacity utilisation in Jan Mar’24 quarter.

2) Acquisition

Acquired Toshali Cements (P) Ltd. with an Integrated Unit having capacity of 0.20 MTPA in Ampavalli, Odisha and Split Grinding Unit of 0.44 MTPA in Cuttack, Odisha to extend footprint in

Eastern markets.

As we reflect on the digital and IT landscape, our achievements and milestones in leveraging technology to drive innovation, efficiency, and growth across our organisation is unprecedented.

Some of the major initiatives in information technology includes:

1. Successfully implemented next-generation ERP suite from SAP - S/4 HANA on RISE across the organisation with real-time analytics, simplified data model, enhanced user experience, integrated business processes and cloud-ready architecture.

2. With a focus on harnessing the power of emerging technologies to enhance customer experiences, AI-powered chatbots have been launched on our website.

3. Enhanced our Customer Digital Onboarding

Portal for seamless onboarding of channel partners.

4. UPHAAR 4.0: New and improved features in

Loyalty Application for contractors has been successfully launched.

5. Leveraging Warehouse Management System to optimise inventory management processes for New Paints business.

6. Implemented QR code printing on White Cement bags to ensure product authenticity and check infringement.

7. Optimisation of Travel and Expense

Management using SAP CONCUR leading to Single Day reimbursements.

1. Cybersecurity remains a top priority for our organisation. We are now a CERT-IN compliant organisation, maintaining ICT logs for 180 days and reporting cyber incidents in 6 hours to

CERT-IN.

2. Data Loss Prevention Solution has been deployed for protection of sensitive data, effectively mitigate the risk of data loss, ensure data privacy and compliance, and safeguard critical assets and reputation from security threats and breaches.

3. Network Access Control has been deployed to effectively manage access networks, mitigate security risks, and protect critical assets and data from unauthorised access and cyber threats.

4. Darktrace Network Detection and Response (NDR) provides AI-powered threat detection, continuous monitoring, automated threat response, behavioural analytics, threat hunting and investigation capabilities to protect against advanced cyber threats.

5. SDWAN has been implemented to provide

Centralised Redundancy and encrypted multipath routing. This solution offers optimised network performance and cost-effective connectivity by intelligently routing traffic across multiple paths while providing centralised management for enhanced security and control.

6. Server landscape optimisation (On-prem and

Cloud) has been done to maximise efficiency, performance, and resource utilisation while minimising costs and complexity.

7. Centralised Backup Solution successfully deployed to secure the Company server, storage, and end-point data pan-India.

We have diligently charted the course for JKCL’s digital evolution, with initiatives underway to elevate our digitalisation efforts. These includes bringing single platform for Sales Force and Channel Management, consolidate and effectively utilise data across organisation, leverage AI to enable data-driven decision-making and customer delight, and further strengthen our cybersecurity defences and protect against advanced cyber threats.

The Company has a robust and well-embedded system of internal controls which are commensurate with the nature of its business, the size and operational complexity and such internal financial controls with reference to the Financial Statements are adequate. The Internal Audit function provides assurance to the Board regarding the adequacy and efficacy of internal controls, advises management on the changing risks and controls landscape and helps anticipate and mitigate emerging risks. The internal audit plan focuses on critical risks that matter and is aligned with the business objectives. Progress to plan and key findings are reviewed by the Audit Committee each quarter. Further, the Audit Committee also monitors the status of management actions following the internal audit reviews. The Company’s focus continues to be on embedding technology like data analytics, process mining, and continuous control monitoring in all internal audit work procedures.

The Company’s risk management procedures take into consideration external as well as internal threats to devise efficient strategies for mitigating a diverse set of risks. The Company recognises the need to identify changing risks and adopts a strategic approach for risk management Regular meetings of the Risk Management Committee are held to review and further improve the risk management systems of the Company to ensure a consistent, efficient and effective assessment and management of risk in the achievement of the organisation’s objectives. Risk management is an ongoing activity considering the dynamic business environment in which Company operates. Continuous reassessment of risks and mitigation plan has helped the

Company to mitigate new evolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.

Our people, have always been our greatest asset and the main force behind our journey of continuous growth and diversification. Gender diversity is an area where we are intending to enhance with a laser sharp focus by working on people processes and systems which are directly aimed at both attracting, retaining and nurturing gender diverse talent.

At JK Cement, our interwoven Talent Acquisition, Talent

Management, and L&D strategy strives to create a holistic Employee Value Proposition which is ‘Jazbaat Se Banaa Junoon Se Judaa’, ensuring that everyone, irrespective of their level, can be a vital contributor to the organisation and achieves their highest potential.

It is our continuous endeavour to build a culture of agility, transparency, and trust thus, creating a future-ready organisation.

We have linked HR Strategy with our business plans and defined four strategic pillars. These pillars pave the way for business partnering and enables the business to focus on their core agenda with trust and confidence that the people agenda is aligned to.

A. Technology: By adapting modern technology, we have strived to understand employees’ unique needs and have simplified processes by the digitalisation of our HR systems leading to greater efficiency and transparency across locations. Continuous improvements in HR-related Management Systems and new additions like ‘Continuous Feedback

System’ and SAP Concur for Employee Expense Reimbursement are significantly enhancing employee experiences. Further, the introduction of a digital employee orientation programme provides new employees to experience of a virtual walk-through business operations, plant locations, organisation structure, policies & practices, and other important areas. Today, we are 90% paperless and aim to be absolutely paperless in the next one year.

B. Policies, Processes & Practices: Our policies & processes are derived from our strategic intent and continuous benchmarking across the industry. With technology being one of the pillars, reengineering of our processes and policies go hand-in-hand.

Our endeavour is to introduce progressive policies and systems which will make our employees and business more agile and responsive.

We continually drive various training and development, engagements, and talent initiatives to cultivate a workplace that is not just productive but also fosters a strong employer brand to attract and retain top talent. We want all our existing employees to be our strong brand ambassadors and act as catalysts in attracting more talent. Moreover, this year marked a significant milestone in our journey towards robust people practices, with the completion of a fully digital appraisal process executed in record time before the start of the next financial year. This is an industry first and also first for us in our lifetime

This achievement is a part of our commitment towards driving transparency in employee evaluations and ensuring timely recognition & reward for our team’s hard work and dedication. We involved the family members of the employees in celebrating their achievements and ‘a Letter of Gratitude’ has been shared with family members of employees being promoted, as we believe family support plays a significant role in an employee’s success.

Our continuous focus on industry benchmarking aims to position JK Cement as an employer of choice. Furthermore, we celebrated our ‘Founder’s Day – Samman,’ honouring long-serving employees and channel partners. Our signature Rewards and Recognition (R&R) program, ‘PROTSAHAN,’ recognised over 700 employees across our corporateandregional ^th and 5^th cycle, acknowledging their contributions and exemplary performance.

C. Talent Farming/Mining: JK Cement is focused on grooming internal talent and providing next level flagship onboarding opportunities to its people. We have made internal elevation as a preferred mode of fulfilling talent needs. We pride ourselves on being an organisation that cultivates talent from within, a strategy that has seen most of our leadership positions filled by individuals who have grown their careers with us. In the past year alone, we have opened new avenues for over 450 employees, providing them with opportunities for growth and development. Continued expansions led to addition of colleagues to our JK Cement family and our hiring strategy is complemented by our focus on diversity and inclusion, ensuring a workplace that respects and values the contributions of all. Our accomplishments in the last year are a testament to the unwavering effort, dedication, and hard work of each member of our JK Cement family.

At JK Cement, we have strengthened our young talent pipeline for Management Trainees (MT) and Graduate

Engineer Trainees (GET) and utilising this talent source to the fullest to achieve our diversity goals.

D. Business Focus: We emphasise factors like a deep understanding of the business, agility, innovation, and, most importantly, a blend of passion, positivity, and energy when building a successful team. Our commitment to our employees is evident through our collaborative work culture and continuous employee connect initiatives. As a fundamental principle, we prioritise employee engagement and retention. To achieve this, we have successfully implemented systems to understand and proactively address employee feedback. We have also strengthened our connect at regional and plant levels through . continuous visits and interactions with them. Our leadership visits and townhall meetings at locations have helped in terms of providing platforms to oredepreciation & Tax and employees for sharing any ideas, suggestion or concerns in an open forum.

At JK Cement, learning and development stands asoreTax a cornerstone within our Human Capital Strategy, underscoring our commitment to continuous capability development and skill enrichment. We prioritise building capabilities and developing talent to meet evolving skill and competency needs. Our

Learning and Development function has significantly increased overall training man-days to 2 per employee, equivalent to more than 64,237 training man-hours. Managers across levels completed planned Management Development Programs

(MDPs) and Leadership Development Programs (LDPs) from prestigious institutes such as INSEAD

(France), Cambridge University, UK, IIM (Bangalore) and ISAB’s (BLHP & ALHP) human labs. Continuing our path towards leveraging technology, we launched our first Digital Orientation programme, ‘JUMPSTART,’ programme.asapartofour The purpose of JUMPSTART is to successfully and uniformly orient new employees to the culture of JK Cement Ltd. ‘UDAY’ is our flagship Young Leaders Program to develop future leaders within the organisation by selecting a pool of young talent and providing them a growth platform. Our ‘AAROH’ programme is to successfully and uniformly orient fresh talent (GET/MT/EMT/CA trainees, etc.) into the culture of JK Cement Ltd.

This year, our commitment to fostering a nurturing and empowering work environment has been recognised once again, as JK Cement proudly stands as a ‘Great Place To Work’ for the fifth consecutive year. This accolade, alongside our recognition as part of the CII-HR Excellence Award, reflects our commitment to creating a workplace that not only drives performance but also champions the well-being and development of every member of our family.

This exciting journey to making JK Cement an employer brand would help attain new heights in years to come.

The Workforce as on 31 March 2024

Dear Members,

Your Directors have pleasure in presenting Company’s Thirtieth Annual Report and Audited Financial Statements for the year ended 31 March 2024.

1. Financial Results

Rupees in Crores

2. Performance of the Company

Your Company’s performance during the year under report has overall improved. Substantial decrease in input costs improved profitability. The Company’s

Revenue from Operations increased by 17.27% to I10,918.05 Crores during the year compared to I9310.25 Crores in previous year. Profit after Tax increased to I830.64 Crores compared to I502.68 Crores during previous year.

3. Performance of the Subsidiary /Joint Venture Companies

During the year Jaykaycem (Central) Ltd., wholly owned subsidiary of the Company stood amalgamated with the Company in terms of Order passed by National Company Law Tribunal, Prayagraj

Bench, UP. The Company has at present three wholly owned subsidiaries two in India viz. JK Maxx Paints Ltd. and Toshali Cements Pvt. Ltd. and one in UAE viz JK Cement (Fujairah) FZC. JK Maxx Paints Ltd. has a step down subsidiary viz Acro Paints Ltd. and Toshali Cements Pvt Ltd. has a step down subsidiary viz. Toshali Logistics Pvt. Ltd. The UAE subsidiary has one step down subsidiary viz. JK Cement Works (Fujairah) FZC and such step down subsidiary has a subsidiary in Africa viz. JK White Cement (Africa) Ltd. There has been no material change in nature of the business of subsidiaries.

J.K. Cement (Fujairah) FZC (JKCF) recorded net income of AED 1955492 (equivalent to

INR 4.42 Crores) for the period from 1 April 2023 to 31 March 2024 (Previous year net income of AED 19,33,446 equivalent to I4.23 Crores) JK Cement Works (Fujairah) FZC (JKCWF) is primarily involved in the business of manufacturing and sale of white cement in Middle East and GCC markets. It has reported a turnover of AED 248201913.51 (equivalent to INR 559.53 Crores) (previous year AED

184986144.73) (equivalent to INR 332.60 Crores).

It recorded a loss before OCI of AED 4211717.41

(equivalent to INR 9 Crores) for the period from 1 April 2023 to 31 March 2024 (previous year AED 34494877.02 (equivalent to INR 72.47 Crores).

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Company, incorporated on 4 November 2018, in Republic of Tanzania. 99.90 % stake is held by JK Cement Works (Fujairah) FZC. It is engaged in the business of manufacturing/trading/ import/export of all types of cement, wall putty other allied products, cement, clinker, limestone, gypsum etc.

The wholly owned subsidiary company M/s. JK Maxx Paints Ltd. has filed an application for Amalgamation/Merger of M/s. Acro Paints Ltd. with it before Regional Director(Northern Region). Order of Regional Director(Northern Region) received on 3 May 2024. The order would be filed with MCA/ROC after completing statutory formalities whereupon the merger will become effective.

JK Maxx Paints Ltd. is engaged in business of

Paints has been incorporated during the year

147

2022-23. Acro Paints Ltd. became subsidiary of JK

Maxx Paints Ltd. and step-down subsidiary of the Company w.e.f 6 January 2023. Acro Paints Ltd. has recorded revenue of I136.69 Crores on standalone basis and a net profit of I1.66 Crores (Revenue of I79.56 Crores and a net profit income of I0.29 Crores during the FY 2022-23).

During the year your Company acquired 100% equity shares of Toshali Cements Pvt. Ltd. (Toshali) whereupon Toshali has become wholly owned subsidiary of your Company w.e.f. 21 February

2024. Toshali has a step-down subsidiary viz. Toshali Logistics Pvt. Ltd. which has no significant operation. Toshali has two cement manufacturing units in Orissa. Toshali has recorded revenue of I66.05 Crores and a net profit of I17.82 Crores (I69.45 Crores and a net loss of (I16.92) Crores during the FY 2022-23).

4. Consolidated Financial Statements

The statement as required under Section 129 of the Companies Act, 2013, in respect of the subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC, J.K. Cement Works (Fujairah) FZC, JK White Cement (Africa)

Ltd., JK Maxx Paints Limited and Acro Paints Limited,

Toshali Cements Pvt Ltd. and Toshali Logistics Pvt Ltd. are annexed and forms an integral part of this Report.

The Consolidated Financial Statements prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

5. Dividend

The Board of Directors has recommended a payment of final dividend at a rate of I20/-(including I5/- as a special dividend) per equity share

9. Credit Rating

List of Credit ratings obtained by Company

(200%) for the year ended 31 March 2024 subject to the approval of the Members at the 30^th Annual General Meeting (‘AGM’). In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Listing Regulations’), our Company has formulated a Dividend Distribution Policy. The policy is available on our Company’s website and can be accessed at www.jkcement.com/assets/about/ company policy/Dividend_Distribution_Policy.pdf

6. Tranfer from/to Reserves

The Company proposes to transfer I13.07 Crores

(Previous year I13.07 Crores) from Debenture Redemption Reserve. Besides, our Company proposes to transfer I200 Crores (previous year I200 Crores) to General Reserve during

FY 2023-24

7. Share Capital

The paid-up Equity Share Capital as at 31 March 2024 remained at 77.27 Crores. During the period under report, your Company has not issued any share including SWEAT Equity, Employee Stock

Option Plan.

8. Finance

The Company has availed fresh disbursement of loans amounting to I477.20 Crores during

FY 2023-24 and repaid I418.85 Crores towards loans and NCDs during FY 2023-24. Besides above, the Company had availed a loan of I379.45 Crores from a bank for the purpose of takeover of loans from two banks to repay their high cost borrowings aggregating similar amount of I379.45 Crores.

This has resulted in interest savings of approx. I3.3 Crores p.a.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of Listing Regulations are given in the Notes to the

Financial Statements.

During the year under report, cement production increased by 21.74% at 16.91 million Tonne (compared to 13.89 million Tonne last year) and sales increased by 21% at 16.77 million Tonne (compared to 13.86 million Tonne last year), driven by favourable market scenario.

During the reporting period, production of White

Cement & Wall Putty increased by 4.27% to 16.21

Lac Tonne against 15.55 Lac Tonne in the previous year. Sales increased by 3.23% to 16.44 Lac Tonne (compared to 15.92 Lac Tonne last year)

During the year under report, your Company, through its wholly owned subsidiary JK Maxx Paints Limited, acquired 100% equity share capital of M/s

Acro Paints Ltd. (APL), making APL a step down subsidiary of your Company. During the year under report JK Maxx Paints Limited achieved a turnover of I100.32 Crores and net loss of I15.73 Crores

(a) Commenced Commercial production of

Cement at its greenfield grey cement grinding unit at Ujjain, MP a with total capacity of

1.5 MnTPA

(b) With this, the Grey Cement production Capacity increased to 22.34 MnTPA

EXPANSIONS: -

(c) Undertaking expansion of 2 MnTPA at Prayagraj, UP

(d) Undertaken expansion of 6 MnTPA comprising

(1) brown field Expansion in clinker capacity by 3.3 & cement grinding capacity by 3 MnTPA in MP and UP and (2) 3 MnTPA greenfield Cement grinding capacity in Bihar, to be commissioned in phases. With this by FY2026 the cement production capacity would stand at

30.34 MnTPA

The industrial relations during the period under review generally remained cordial at all cement plants.

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

5 Affirmation that the remuneration is as per the remuneration policy of the Company Yes

6 Median Remuneration of all the employees of the Company (I in Lakh) 8.9

7 Ratio of Remuneration of each Director and KMP to the median remuneration of all the Provided below employees of the Company for the financial year 2023-24

13.2 Particulars of Employees

List of employees getting salary in excess of the limits as specified under the provisions of Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review is annexed separately marked as Annexure - E. However, the Annual Report excluding the aforesaid information is being sent to all the members of the Company pursuant to proviso to Section 136 of the Companies Act, 2013. Any member interested in obtaining such particulars may inspect and/or send the request to the Company at its Registered Office. None of the employee listed in the said Annexure is a relative of any Director of the Company except Dr. Raghavpat Singhania, Managing Director and Mr. Madhavkrishna Singhania Dy. Managing Director & Chief Executive Officer being brothers and Dr. Nidhipati Singhania being father. None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

Particulars about Key Managerial Personnel including Managing Director.

**8.90 lakhs Median, Ratio is calculated on remuneration 2023-24

Particulars about other Non-Executive Directors.

Our Company has structured induction process at all locations. Objective appraisal systems based on Key Result Areas (KRAs) are in place for Senior

Management Personnel. Our HR is effectively involved in nurturing, enhancing and retaining talent through job satisfaction, management development programme etc.

The Competition Commission of India (CCI) vide its order dated 31.8.2016, imposed a penalty of I12,854 Lacs on the Company. The Appeal was heard whereupon National Company Law Appellate Tribunal (NCLAT) vide order dated 25.7.2018 upheld CCI’s order. The Company has filed statutory appeal before the Hon’ble Supreme Court, which vide its order dated 5.10.2018 has admitted the appeal and directed that the interim order of stay passed by the Tribunal in this matter will continue for the time being. The Company, backed by legal opinion, believes that it has a good case and accordingly no provision has been made in the Audited Annual Report of FY 2023-24

In a separate matter, CCI imposed penalty of

928 Lacs vide order dated 19.1.2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Company’s appeal, NCLAT has stayed the operation of CCI’s order. The matter is pending for hearing before NCLAT. Based on Legal opinion, the Company believes that it has a good case and accordingly, no provision has been made in the Audited Annual Report Members’ attention is drawn to the statement on contingent liabilities in the notes forming part of the

Financial Statements.

A report on Corporate Governance in terms of

Regulation 34(3) of the Listing Regulations along with the Practicing Company Secretary’s Certificate on its compliance, forms an integral part of this Report.

Your Company has not invited any deposits from public/ shareholders under Section 73 and 74 of the

Companies Act, 2013.

The Company has a Whistle Blower Policy to report genuine concerns or grievances, if any. The Whistle Blower Policy has been posted on the website of the Company.

The Company has been addressing various risks impacting the Company including details of significant changes in key financial ratios which is more fully provided in annexed Management

Discussion and Analysis. As per the Listing

Regulation Risk Management Committee for enforcing Risk Management Policy is in place.

Your Company hedges its foreign currency exposure in respect of its imports and export receivables as per its laid down policies. Your Company uses a mix of various derivatives instruments like forward covers, currency swaps, interest rates swaps or a mix of all. Your Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/ CIR/P/2018/0000000141 dated 15 November 2018.

The Board of Directors and Nomination and

Remuneration Committee follows a policy concerning remuneration of Directors, Key Managerial Personnel and Senior Management

Personnel of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance.

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section

134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The

Independent Directors approves Related Party

Transactions. The statement is supported by the certificate from the MD and the DMD & CFO. The

Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at www.jkcement.com

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis (except items disclosed in significant accounting policies). The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended 31 March 2024. Auditor’s Report to the shareholders does not contain any qualification in the standalone or in the consolidated financial statements for the year under report. However, Auditors have drawn attention of shareholders on penalty imposed by Competition Commission of India (CCI), the matter is adequately covered in Para 14 above and to be read along with notes on accounts.

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business including adherence to the Company’s 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 disclosures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly

Internal Audit Reports.

24.1Appointments a. In accordance with the provisions of Section 152 of Companies Act, 2013 and the Company’s Articles of Association, Dr. Nidhipati Singhania (DIN 00171211) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. b. Approval of the members of the Company by way of Special Resolution has been sought for re-appointment of Dr. Raghavpat Singhania (DIN

02426556) as Managing Director (‘MD’) of the Company, with effect from 17 June 2025 for a term of five years i.e. upto 16 June 2030 c. Approval of the members of the company by way of Special Resolution has been sought for the re-appointment of Mr. Madhavkrishna Singhania

(DIN:07022433) as Joint Managing Director and

Chief Executive Officer (‘JMD & CEO’) of the Company with effect from 17 June 2025 for five years i.e. upto 16 June 2030 d. Ms. Praveen Mahajan (DIN 07138514) has been appointed as Non Executive Independent

Director of the Company w.e.f. 15.2.24. Mr. Rakesh Sethi (DIN 02420709) has been appointed as Non Executive Independent

Director of the Company w.e.f. 6.3.24 All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the

Listing Regulation

Mr. Ajay Narayan Jha (DIN: 02270071 ) has resigned as an Independent Director of the Company w.e.f. 6.2.24 as he has been appointed by the President of India as a Member of the Sixteenth Finance Commission. Mr. Satish Kumar Kalra (DIN01952165) has resigned as an Independent Director of the Company w.e.f. 14.2.24 as he has been appointed as MD/CEO of North East Small Finance Bank (‘NESFB’) for a period of two years and his appointment is subject to stepping down of present Directorships.

During the year under report, following Officials acted as Key Managerial Personnel:-

During the year 2023-24, 6(Six) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings were within the period prescribed under the Companies

Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Non Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee,

Nomination and Remuneration Committee, CSR Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that: (i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies, judgements and estimates that are reasonable and prudent and applied them consistently, so as to give a true and fair view of the state of affairs of the Company as on 31 March 2024, and of the statement of Profit and Loss and cash flow of the Company for the period ended 31 March 2024; (iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) The annual accounts have been prepared on an ongoing concern basis;

(v) Proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively and (vi) Proper systems to ensure compliance with the provisions of all applicable laws has been devised and that such systems were adequate and operating effectively.

M/s. S.R. Batliboi & Co. LLP., Chartered Accountants

(ICAI Firm Registration No. 301003E/E300005) were re appointed as Statutory Auditors by the members of the Company at the 28^th Annual General Meeting held on August 13, 2022, for a period of five years till the conclusion of the 33^rd Annual General Meeting.

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee, appointed M/s K.G. Goyal & Company Cost Accountants as the Cost Auditors of the company for the Financial Year 2024-25 and has recommended their remuneration to the Shareholders for ratification at the ensuing Annual General Meeting. M/s K.G. Goyal & Company have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm’s length relationship with the Company. The Cost Audit Report for the financial year 2023-24 is being filed with Ministry of Corporate Affairs.

The Company is maintaining cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies

Act, 2013.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014, the Board has appointed M/s. Reena Jakhodia

& Associates, Kanpur, Company Secretaries in

Practice, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year ended 31 March 2024. The report of the

Secretarial Auditor is attached as Annexure A.The

Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as detailed in MR-3 annexed to this Report. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (‘ICSI’).

The Auditors of the Company have not reported any fraud committed to the Company as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud on the Company has been reported to the Management from any other sources.

The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on Board Meetings and Annual General Meetings.

Corporate Social Responsibility is an integral part of the Company’s ethos and policy and it has been pursuing this on a sustained basis. The Company assists in running of Schools at their Cement Plants, ITIs and Sir Padampat Singhania University, Udaipur imparting specialised value based education to students. Also, the Company played a constructive role in the infrastructural development of surrounding areas. During the period under report, the Company undertook various activities e.g. Art, Culture, Community Welfare, Drinking Water, Sanitation,

Education, Health, Rural Development, Eradicating Hunger/Poverty, Medical Education. The Annual Report on CSR activities is annexed herewith as

Annexure B.

Particulars with regard to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 in respect of Cement plants are annexed hereto as Annexure C and form part of the Report.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the

Company is available on the website of the Company at the link: https://www.jkcement.com/notice-report

The Business Responsibility and Sustainability Report for the year ended 31 March 2024 as stipulated under regulation 34 of the Listing

Regulations is annexed as Annexure D and forms part of the Annual Report.

The MDA as required under Listing Regulation is annexed hereto and forms an integral part of this Report

During the year, the Company has transferred a sum of I14,52,724 (previous year I13,98,060/-) which represents unclaimed dividend and 12,237 Equity Shares (held by Shareholders) which represents unclaimed shares were due for transfer has been transferred after the close of previous financial year to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and towards this, has adopted a policy in line with the provisions of Sexual

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees have also been set up at various locations to redress complaints received on sexual harassment. During the financial year 2023-24, the Company has not received any complaint of sexual harassment from any of the women employees of the Company and/or no incident of sexual harassment has been reported at the premises of the Company.

The Company’s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, mining & mineral industries and E-marketing; and they hold highest standards of integrity. All Independent Directors possesses certificates issued by Institute of Corporate Affairs, Manesar (‘IICA’).

The familiarisation programme aims to provide Independent Directors with the cement industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarisation programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all irrespective of their caste, religion, color, marital status and sex.

Statements in the Directors Report and the

Management Discussion and Analysis describing the Company’s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

• Details relating to deposits that are covered under Chapter V of the Act

• The issue of equity shares with differential rights as to dividend, voting or otherwise

• The issue of shares to the employees of the Company under any scheme (sweat equity or stock options)

• There is no change in the Share Capital / Debt Structure during the year under review. However the Authorised Share Capital of the Company has increased consequent upon merger of Jaykaycem (Central) Ltd. with the Company.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

• Managing Director, Dy. Managing Director &

CEO and Dy. Managing Director & CFO has not received any remuneration or commission from any of its subsidiaries

• There was no revision in the financial statements

• There was no change in the nature of business

• There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report

• Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the

Central Government.

• No proceeding is filed and/or pending against your Company under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) as on 31.3.2024.

Your Directors wish to place on record their appreciation for the valuable support received by your Company from Banks, Govt. of Rajasthan,

Govt. of Karnataka, Govt. of Haryana, Govt. of

Madhya Pradesh, Govt. of Uttar Pradesh, Govt. of Gujarat, Central Govt. and Govt. of Fujairah. The Board thanks the employees at all levels for their dedication, commitment and hard work put in by them for Company’s achievements. Your Directors are grateful to the Shareholders/ Stakeholders for