J K Cements Ltd Directors Report

Operations

Standalone: During the year under review operational performance was as underGrey Cement - Production increased by 15.27% to 20.68 Million tons from 17.94 Million tons in the previous year mainly due to capacity addition in Central India. Consequently, Sales volumes increased by 15.48% to 20.66 Million tons from 17.89 Million tons last year. Sales realisation also improved during the year.

White Business - Production of White Cement and Wall Putty also grew by 12.71% to 19.33 lakh tons from 17.15 lakh tons in the previous year. Sales volumes also increased by 11.08% to 18.04 lakh tons from 16.24 lakh tons last year. Putty realisation remained under pressure.

Overall EBITDA increased to RS. 2318.30 Crores from RS. 1,968.45 Crores in the previous year with slight improvement in the margin.

Performance of the Subsidiary Companies

J.K. Cement Fujairah FZC (JKCF) recorded net income of AED 0.22 Million (equivalent to RS. 0.53 Crores for the period April 1,2025 to March31, 2026 (Previous year net income AED 1.95 Million equivalent to RS. 4.62 Crores).

J.K. Cement Works (Fujairah) FZC (JKCWF) is primarily involved in the business of manufacturing and sale of White Cement/Clinker and Drymix. White Cement/ Clinker is sold in Middle East, GCC and exported to over 40 countries and Drymix is sold in UAE. During FY 2025 -26 it has reported a turnover of AED 272.11 Million (equivalent to RS. 656.42 Crores) (previous year AED 260.2 Million (equivalent to RS. 605.75 Crores). It has recorded a profit before tax of AED 4.3 Million (equivalent to RS. 10.37 Crores) (previous year AED 1.7 Million* equivalent to RS. 3.95 Crores).

J.K. White Cement (Africa) Limited is a second level step down subsidiary in the Republic of Tanzania. It is engaged in the business of manufacturing / trading/import/export of all types of cement, wall putty, other allied products, clinker, limestone etc. During FY 2025-26 it has reported a turnover of TZS 37.27 Billion (equivalent to RS. 128.45 Crores) (previous year TZS 29.74 Billion equivalent to RS. 97.72 Crores).

JK Maxx Paints Limited is engaged in the business of Paints and during the FY 2025-26 it has recorded revenue from operations of RS. 394.09 Crores and net loss of RS. 53.32 Crores [previous year revenue RS. 262.42 Crores (net loss of RS. 57.21 Crores)].

J. K. Cement Saifco Private Limited is engaged in manufacture and sale of Grey Cement and during the year achieved revenue of RS. 53.74 Crores and net loss of RS. 14.63 Crores.

Companies which have become or ceased to be Subsidiaries, Joint Ventures, or Associate Companies

During the financial year 2025-26, the following strategic changes occurred within the Companys subsidiaries further consolidating our market footprint and operational synergies:

JK Cement Foundation, was incorporated as a wholly owned subsidiary on April 8, 2025.

J. K. Cement Saifco Private Limited, (formerly known as Saifco Cements Private Limited) became a subsidiary of the Company effective June 6, 2025, pursuant to acquisition of 60% stake.

JK Drychem Industries LLC, a step-down foreign subsidiary, was incorporated as a Limited Liability Company on October 6, 2025.

Toshali Cements Private Limited, a wholly owned subsidiary, was amalgamated with the Company effective October 15, 2025, pursuant to approval of the scheme by the Honble National Company Law Tribunal (NCLT).

Dividend

Based on the Companys robust financial performance and in alignment with its Dividend Distribution Policy, the Board of Directors, at their meeting held on May 23, 2026, has recommended a final dividend of RS. 20/- per equity share (i.e., 200%) of face value RS. 10/- each for the financial year ended March31, 2026.

Subject to the approval of the Members at the ensuing 32nd Annual General Meeting (AGM), the proposed dividend will entail a total cash outflow of RS. 154.54 Crores.

The Record Date for determining the entitlement of Members to the final dividend has been fixed as Friday, July 10, 2026.

In accordance with the prevailing provisions of the Income Tax Act, 2025, dividend income is taxable in the hands of the Members. Accordingly, the Company is required to deduct tax at source (TDS) at the applicable statutory rates at the time of making the dividend payment.

Transfer to Reserves

For the financial year ended March31, 2026, the Board of Directors proposes to transfer an amount of RS. 250 Crores (Previous Year: RS. 200.00 Crores) to the General Reserve.

Further, the Board proposes to transfer an amount of RS. 3.75 Crores (Previous Year: RS. 3.75 Crores) to the Debenture Redemption Reserve (DRR).

Share Capital

As of March31, 2026, the paid-up Equity Share Capital of the Company stood at RS. 77.27 Crores, comprising 77268251 equity shares of face value RS. 10 each.

Consequent to the merger of Toshali Cements Private Limited, the authorised share capital of the Company increased to RS. 275 Crores divided into 225000000 Equity Shares of RS. 10 each and 50000000 Preference Shares of RS. 10 each.

During the year under review, there was no change in the paid-up capital structure of the Company. The Company has not issued any equity shares with differential rights as to dividend, voting, or otherwise. Further, the Company did not issue any sweat equity shares or grant any Employee Stock Options (ESOPs) during the financial year.

The Directors also confirm that there was no reduction of share capital or buyback of equity shares undertaken by the Company during FY 2025-26.

Public Deposits

During the financial year 2025-26, your Company has not accepted or renewed any public deposits falling within the ambit of Chapter V, including Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there was no outstanding amount on account of principal or interest on deposits from the public as on March31, 2026.

Finance and Debt Management

The Company continued to maintain a strong financial position during the year, supported by a healthy liquidity profile and a strong balance sheet. During the year, the Company successfully negotiated certain existing bank funding facilities, resulting in more competitive interest rates and improved commercial terms. These measures have helped optimize borrowing costs and strengthen the Companys debt profile.

During the financial year 2025-26, the Company serviced all its debt obligations in a timely manner and repaid term loans and Non-Convertible Debentures (NCDs)

aggregating to RS. 586.77 Crores. To support ongoing capacity expansion and business growth initiatives, the Company also availed fresh loan disbursements amounting to RS. 609.00 Crores during the year. The Company remains focused on maintaining a balanced capital structure while ensuring adequate financial flexibility to support its long-term growth objectives.

Credit Rating

The Companys financial discipline, stable cash flows and strong market position continue to be reflected in the credit ratings assigned by leading credit rating agencies. The Companys long-term and short-term borrowing facilities continue to enjoy strong ratings, indicating its ability to meet financial obligations in a timely manner.

Details of the credit ratings assigned and/or reaffirmed for the Companys borrowing facilities and instruments during FY 2025-26 are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Particulars of Loans, Guarantees or Investments by our Company

In compliance with the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, and Schedule V of the Listing Regulations, the detailed particulars of loans granted, guarantees provided, and investments made by the Company during the year under review are disclosed in the Notes forming part of the Standalone Financial Statements.

Projects

In line with the Companys strategic priority to rapidly scale volumes and strengthen its pan-India footprint, FY 2025-26 was a landmark year for capacity augmentation. Driven by stringent execution, the Company successfully expanded its total Grey Cement capacity to 32.26 MnTPA by the close of the financial year.

Building on the successful commissioning of the Prayagraj grinding unit in June 2024 and the execution of the Mahan Coal Block agreement in May 2024 to secure long-term fuel visibility, the Company successfully executed the following key projects during the year under review:

• 6 MnTPA Expansion:

- The Company successfully commissioned 3.3 MnTPA Clinker Line-2 at Panna with increase in cement grinding capacity by 1 MnTPA each at existing locations of Panna, Prayagraj and Hamirpur (Total 3 MnTPA) in Q3 and Q4 FY 2025-26.

- Further, 3 MnTPA greenfield grinder unit was commissioned in Buxar, Bihar during Q4 FY 2025-26 deepening our presence in Eastern India.

• Muddapur Debottlenecking: Debottlenecking at the Muddapur unit (scaling from 3.5 MnTPA to 4.5 MnTPA) was also commissioned during Q4 FY2025-26.

• Ujjain Debottlenecking: Maximising asset utilisation, the Company completed a strategic debottlenecking initiative at the Ujjain grinding unit, enhancing its capacity from 1.5 MnTPA to 2.0 MnTPA in Q1 FY 2025-26.

Strategic Acquisitions and Amalgamations

During the year under review, the Company undertook the following strategic initiatives to strengthen its business presence and operational footprint:

• Saifco Cements Acquisition: The Company acquired 60% stake in Saifco Cements Private Limited (now

J. K. Cement Saifco Private Limited) in June 2025, thereby strengthening its presence in the Jammu & Kashmir region.

• Toshali Cements Amalgamation: Pursuant to the Scheme of Amalgamation approved by the Honble National Company Law Tribunal (NCLT) on October 13, 2025, Toshali Cements Private Limited, a wholly owned subsidiary of the Company, was amalgamated with the Company during the year. Consequent to the amalgamation, the operations of Toshali, including its manufacturing units at Choudwar and Ampavalli, have been integrated with the operations of the Company.

Future Outlook and Vision 2030

Your Company remains steadfast in its ambition to rank among the top-tier cement manufacturers in the country. Driven by an aggressive and disciplined capital allocation strategy, the Company has set a definitive target to reach a total cement production capacity of 50 MnTPA by FY 2029-30.

To further solidify market leadership and cater to rising infrastructure demand the Company is undertaking 7 MnTPA Greenfield Expansion through its flagship RS. 4,805 Crore mega-project (comprising 4 MnTPA Clinker and 3 MnTPA Cement capacity) at Jaisalmer along with two split cement grinding units having a capacity of 2 MnTPA each at Bikaner and Bhatinda. The project is advancing as per schedule, with commissioning targeted by H1 FY 2027-28.

In addition, the Company is expanding its wall putty portfolio through the new 0.6 MnTPA Nathdwara wall putty plant which is progressing well and is scheduled for commissioning in Q2 FY 2026-27.

Corporate Social Responsibility (CSR)

The Company remains committed to creating sustainable value for the communities in and around its areas of operation through focused Corporate Social Responsibility (CSR) initiatives in accordance with its CSR and Sustainability Policy.

During the year under review, the Company spent RS. 24.31 Crores on CSR activities, benefiting over 5.62 lakh individuals across rural and underserved communities. The Companys interventions were implemented across its key thematic areas of Health, Education, Environmental Protection and Sustainability, Rural Transformation, Livelihood, and Emergency Response Services. These initiatives were aligned with relevant United Nations SDGs, including Good Health and Wellbeing, Quality Education, Gender Equality, Clean Water and Sanitation, Climate Action, Economic Growth, and Reduced Inequalities.

Education and livelihood continued to be the Companys key focus areas. Through its education initiatives, the Company supported public schools in and around its manufacturing locations to improve access to quality education and strengthen learning environments. Livelihood interventions focused on enhancing farmers incomes, promoting improved livestock management practices, equipping women and youth with marketrelevant skills, and creating sustainable income- generation opportunities. The Company also contributed towards improving rural infrastructure to enhance the quality of life in communities and supported both preventive and curative healthcare services around its manufacturing units.

During the year, the Company implemented several impactful initiatives across its areas of operation.

These included the Adarsh Gram Initiative aimed at promoting holistic rural development; support for the HOPE School Construction Project to improve educational opportunities for first-generation learners; i the Jeevika Initiative in Buxar, Bihar, focused on skilling and livelihood enhancement for women and young girls;

and the Renal Care Project at Safdarjung Hospital, New Delhi, aimed at strengthening access to quality curative healthcare. In addition, the Company undertook various other programmes aligned with its identified CSR thematic areas.

The Company places significant emphasis on measuring the effectiveness and outcomes of its CSR interventions. Through periodic monitoring, field assessments, and impact evaluations, the Company endeavors to assess the reach and effectiveness of its initiatives and incorporate learnings to enhance their long-term sustainability and impact.

The Annual Report on CSR activities containing the details prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report and is annexed herewith as Annexure B.

Human Resources and Industrial Relations

At JK Cement, our employees remain our most valuable asset and the true drivers of our continued growth.

The Companys Human Resources strategy is firmly anchored around the ELCG philosophy-Experience,

Learn, Contribute, and Grow, which ensures a structured career progression and holistic development pathway for our workforce. We are proud to be recognized for the first time in the league of Top 50 Manufacturing organizations in India and for the seventh consecutive year as a Great Place to work organization, a testament to our efforts in cultivating a work culture grounded in Trust, Fairness, Respect, Camaraderie and Pride. Being in the top 50 manufacturing organisations league, gives us confidence that our cultural fabric is strong enough to hold our people practices, beliefs and values. We maintain robust employee engagement through platforms like Samwaad, our quarterly leadership townhall, which facilitates transparent, two-way communication between the senior leadership and the workforce.

Our focus continues on building a robust and agile hiring engine focusing on reducing cost per hire through process efficiencies. We could maintain almost a 4% gender diversity ratio during the year and a strong influx of the talent pipeline at the base level by induction of a good number of Graduate Engineer Trainees (GETs) and Management Trainees (MTs).

We are running various initiatives, like Uday, Saarthi, Unnati, Pragati, LAP etc which are catering to our complete hierarchy pyramid of learning, from first line managers till enterprise managers. Our learning offerings have an exposure to institutes of high repute, national and international, like IIMs, IITs, Paint council of India, INSEAD etc. wherein our employees are being developed through structured interventions to be future ready.

Our industrial relations across all manufacturing plants and operating locations remained highly cordial and harmonious. This stability is supported by our steadfast focus on employee well-being, continuous skill upgradation, and proactive talent retention.

Diversity, Equity, and Inclusion (Equal Opportunity)

The Company is committed to providing an inclusive workplace and equal opportunities to all employees. Employment-related decisions are based on merit, qualifications and performance, without discrimination on the basis of race, gender, colour, national or social origin, ethnicity, religion, age, disability, sexual orientation or marital status.

The Company continues to undertake initiatives aimed at enhancing diversity across its workforce. During the year, efforts were focused on increasing female representation through the recruitment of GETs and MTs, in both operational and technical roles.

The Company also continued its efforts towards building a more inclusive workplace by recruiting Persons with Disabilities (PwDs) and members of the LGBTQ+ community. These initiatives reflect the Companys commitment to fostering a workplace where all employees are provided equal opportunities to grow and contribute.

Maternity Benefit

The Company fully complies with the provisions of the Maternity Benefit Act, 1961 and provides maternity benefits in accordance with the applicable statutory requirements.

In addition to the statutory benefits, the Company provides paternity leave and extends support measures including wellness allowances, sabbatical leave and retention benefits.

During the year under review, the return-to-work rate and retention rate for permanent female employees who availed parental leave has been 100%. The Company does not discriminate against any employee on account of pregnancy or childbirth and continues to provide an inclusive workplace for all employees.

Prevention of Sexual Harassment of Women at Workplace (POSH)

The Company is committed to providing a safe and respectful work environment for all employees and has in place a Policy on Prevention of Sexual Harassment at Workplace (POSH) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Policy applies to all employees, including 5 permanent, contractual, temporary employees and trainees across all locations of the Company.

The Company has constituted Internal Complaints I Committee at its corporate and operational locations for redressal of complaints relating to sexual harassment. Employees may report concerns through the established grievance redressal mechanism, including by contacting the Internal Complaints Committee. The Company also conducts periodic awareness and sensitisation programmes on prevention of sexual harassment and workplace conduct.

During the financial year 2025-26, no complaint relating to sexual harassment was received and no case remained pending for disposal as on March31, 2026.

Managerial Remuneration, Employee Information and Related Disclosures

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during

FY 2025-26 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act,

, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure C to this Report.

A statement showing the names and other particulars of the top ten employees in terms of remuneration drawn, and of employees drawing remuneration in excess of 3 the limits set out in Rules 5(2) and 5(3) of the said Rules, forms part of this Report.

However, having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company excluding this statement. Any member interested in obtaining a copy of the statement may write to the Company Secretary at comp.sec@jkcement.com. The Company will make these details available within three days of receiving the request.

None of the employees listed in Annexure C is a relative of any Director of the Company, except Dr. Nidhipati Singhania (Vice Chairperson) is the father of Dr. Raghavpat Singhania (Managing Director) and Mr. Madhavkrishna Singhania (Joint Managing Director & Chief Executive Officer), who are brothers.

Corporate Governance

Your Company considers Corporate Governance not merely as a regulatory compliance requirement, but as an ongoing pursuit of excellence and a cornerstone of sustainable value creation. Rooted in our core values of integrity, transparency, fairness, and accountability, our governance framework ensures ethical leadership and responsible business conduct at all levels. The Company continuously endeavours to align its internal frameworks with global best practices to protect and enhance the interests of all stakeholders.

A detailed report on Corporate Governance, in accordance with the provisions of Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, forms an integral part of this Annual Report.

A certificate from a Practising Company Secretary confirming the compliance with the requirements of Corporate Governance is annexed to the said Corporate Governance Report.

Directors and Key Managerial Personnel

Appointments and Re-appointments

Independent Directors: Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors, at its meeting held on November 1, 2025, appointed Mr. Alok Dhir (DIN: 00034335) as an Additional Director in the capacity of a Non-Executive Independent Director. Subsequently, the Members of the Company approved his appointment via a Special Resolution passed through Postal Ballot on December 10, 2025, for a term of five (5) consecutive years with effect from November 1,2025, to October 31, 2030, not liable to retire by rotation.

The Familiarisation Programme includes interactions with the Managing Director and Senior Management Personnel, presentations on the Companys business and operations, updates on regulatory developments and visits to manufacturing facilities. These initiatives provide Independent Directors with an opportunity to familiarise themselves with the Companys business, operations and regulatory environment.

Annual Board Evaluation

In accordance with the provisions of the Act and Regulation 17 of the Listing Regulations, the Board carried out an annual performance evaluation of its own performance, its Committees, Chairperson, Vice-Chairperson and the Individual Directors. The evaluation was conducted through structured framework covering parameters such as Board composition, strategic oversight, governance practices, effectiveness of meetings, and the interaction between the Board and the Management.

In their separate meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Chairperson, Vice Chairperson and the Board as a whole. They also assessed the quality, quantity, and timeliness of the flow of information between the Management and the Board, which enables the Board to effectively perform its duties.

Based on the evaluation, the Board was satisfied with its overall effectiveness and that of its Committees, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,

Risk Management Committee and Corporate Social Responsibility and Sustainability Committee.

Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (NRC), has framed a comprehensive policy for the selection, appointment, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel. This policy is anchored in the principles of rewarding performance, aligning compensation with the Companys long-term strategic objectives, and fostering a culture of leadership and trust.

Enterprise Risk Management

At JK Cement, we view risk management not merely as a safeguarding mechanism, but as a strategic enabler that fortifies our long-term resilience and value creation. The Company has instituted a dynamic Enterprise Risk Management (ERM) framework, deeply embedded within our corporate strategy and day-to-day operational processes. This framework empowers the management team to proactively identify, assess, and mitigate risks across all levels of the business.

Our approach to risk assessment is highly structured. Identified risks are evaluated using a matrix based on their likelihood of occurrence and potential business impact. High-priority risks are further subjected to rigorous scenario modelling and stress testing across various timeframes to ensure our mitigation strategies are robust and future-ready.

During the year under review, the Company successfully navigated a dynamic macroeconomic environment by effectively mitigating a spectrum of critical risks. These included operational and strategic risks such as volatility in global energy and raw material prices, external risks stemming from shifting climate change and sustainability regulations, human capital risks related to talent management and occupational health and safety, as well as technological risks posed by evolving information technology and cyber threats.

The Board of Directors exercises ultimate oversight over this framework through a comprehensive Risk Management Policy. The Risk Management Committee of the Board rigorously monitors the evolving risk landscape, ensuring that appropriate methodologies, systems, and internal controls are in place and operating effectively. Detailed information regarding the constitution of the Risk Management Committee, its meetings, attendance, and terms of reference is provided in the Corporate Governance Report.

Commodity Price Risk, Foreign Exchange Risk, and Hedging Activities

Commodity Price Risk: As a manufacturing entity, the Company is exposed to the price volatility of key commodities, most notably imported petcoke, coal, and

putty chemicals. Because fuel is a primary cost driver, any adverse fluctuation in its price can significantly impact operating margins. The Company mitigates this risk through a comprehensive procurement planning that encompasses active global sourcing, long-term supply agreements, vendor base diversification, and inventory optimization. Further, the Company continuously monitors commodity prices and rigorously evaluates mitigation strategies during monthly management review meetings.

Foreign Exchange Risk and Hedging: The Company operates within a dynamic economic environment and faces foreign exchange risks driven by currency fluctuations, primarily related to importing fuels, capital goods and raw materials. To protect its financial interests against these adverse currency movements, the Company adheres to a robust Risk Management Policy.

Applicability of SEBI Disclosures: Although the Company actively manages its commodity price risks through strategic sourcing and commercial negotiations, it does not currently possess material exposure to any commodity for which hedging instruments are actively traded in the financial derivative markets. As no direct commodity derivative hedging activities are carried out, the specific quantitative disclosures required under the applicable SEBI Circular regarding commodity derivative hedging are not applicable.

Vigil Mechanism and Whistle Blower Policy

To foster a culture of uncompromising ethical conduct and transparency, the Company has established a Vigil Mechanism and formulated a Whistle Blower Policy pursuant to the provisions of Section 177(9) & (10) of the Act, and Regulation 22 of the Listing Regulations.

This mechanism empowers Directors, employees, and any other stakeholders including vendors, customers etc. to confidently report any genuine concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Ethics and Business Conduct. The policy provides stringent safeguards against the victimisation of any person who avails of this mechanism and ensures direct access to the Chairperson of the Audit Committee in exceptional cases.

During the financial year 2025-26, two complaints were received under the Whistle Blower Policy. Both cases were thoroughly investigated and appropriately addressed, demonstrating the active effectiveness of our grievance redressal framework. Further, the Directors confirm that no personnel has been denied access to the Chairperson of the Audit Committee during the year.

Related Party Transactions

The Company has in place a well-defined framework for identification, review and approval of Related Party Transactions (RPTs). During the financial year 2025-26, all contracts, arrangements and transactions entered into with related parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for review and approval. In accordance with the applicable regulatory requirements, approval of Related Party Transactions is granted by the Independent Directors serving on the Audit Committee. The Committee also grants omnibus approval for transactions that are repetitive in nature or are anticipated in the ordinary course of business. Details of transactions undertaken pursuant to such omnibus approvals were placed before the Audit Committee on a quarterly basis for its review.

During the year under review, there were no materially significant Related Party Transactions that could have had a potential conflict with the interests of the Company. Further, there were no material contracts or arrangements requiring disclosure in Form AOC- 2 pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the prescribed disclosure in Form AOC-2 does not form part of this Report.

Internal Financial Controls and their Adequacy

The Company has established an adequate and effective Internal Financial Control (IFC) framework commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, compliance with the Companys policies and procedures, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The control environment is further supported by the Companys enterprise-wide implementation of SAP S/4 HANA on RISE, which provides integrated processes, automated controls, role-based access management, and enhanced visibility across key business functions.

The Internal Audit function operates in alignment with the globally recognised "Three Lines of Defence" model and provides independent and objective assurance on the adequacy and effectiveness of the Companys

internal control systems. It also assists management in identifying, assessing and addressing emerging risks. The Company continues to strengthen its internal control environment through the use of technology-enabled audit tools, including data analytics process mining.

The Audit Committee oversees the effectiveness of the internal financial control framework through periodic review of internal audit findings, monitoring of corrective actions, and evaluation of measures undertaken to strengthen internal controls. Based on such reviews, the Board is of the opinion that the Companys internal financial controls are adequate and operating effectively.

Significant and Material Order Passed by the Regulator(s) or Court(s)/ Matter of Emphasis Impacting the going Concern Status and our Companys Operations in Future

The Competition Commission of India (CCI) vide its order dated August 31,2016, imposed a penalty of RS. 12,854 Lakhs on the Company. The Appeal was heard whereupon Honble National Company Law Appellate Tribunal (NCLAT) vide order dated July 25, 2018 upheld CCIs order. The Company has filed statutory appeal before the Honble Supreme Court, which vide its order dated October 5, 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 Financial Statements of FY 2025-26.

In a separate matter, CCI imposed a penalty of RS. 928 Lakhs vide order dated January 19, 2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Companys appeal, NCLAT stayed the operation of CCIs order. The matter is pending before NCLAT. Based on Legal opinion, the Company believes that it has a good case and accordingly, no provision has J been made in the Audited Annual Financial Statements of e FY 2025-26.

Members attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any

b) the Directors have selected such accounting policies, judgments 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 March31, 2026, and of the statement of Profit and Loss and Cash Flow of the Company for the period ended March31, 2026;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on an ongoing concern basis;

e) proper internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws has been devised and that such systems were adequate and operating effectively.

Statutory Auditors and Auditors Report

Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E/E300005), were appointed as the Statutory Auditors of the Company by the Members at the 28th AGM held on August 13, 2022, for a term of five (5) consecutive years and shall hold office until the conclusion of the 33rd AGM.

The Statutory Auditors Report on the standalone and consolidated financial statements for the financial year ended March31,2026, does not contain any qualification, reservation, disclaimer or adverse remark and carries an unmodified opinion.

The Auditors have included an Emphasis of Matter paragraph in respect of the uncertainty relating to the outcome of the ongoing litigation with the Competition Commission of India (CCI). The matter has been appropriately disclosed in the Financial Statements and should be read in conjunction with Note 37A(5) thereto.

The Auditors have also referred to the statutory requirement relating to maintenance of daily backups of books of account on servers physically located in India for a specific period during the year. The relevant details in this regard are provided in 45(b) to the Standalone Financial Statements.

The Auditors Report is self-explanatory and, therefore, do not call for any further comments pursuant to Section 134(3)(f) of the Act.

Cost Auditors and Maintenance of Cost Records

The Company has maintained the prescribed cost records in accordance with the provisions of Section 148(1) of the Act.

Based on the recommendation of the Audit Committee, the Board has appointed M/s. K.G. Goyal & Company,

Cost Accountants (Firm Registration No. 000017), as the Cost Auditors of the Company for the financial year 202627. The Cost Auditors have confirmed their eligibility and consent to act as Cost Auditors in accordance with the applicable provisions of the Act.

The Cost Audit Report for the financial year 2025-26 is being filed with the Ministry of Corporate Affairs within the prescribed timeline. The report does not contain any qualification, reservation or adverse remark.

In accordance with the provisions of the Act, a resolution seeking ratification of the remuneration payable to the Cost Auditors for the financial year 2026-27 forms part of the Notice convening the 32nd AGM.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations, the Board appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No. P2001DE052900, Peer Review Certificate No. 6311/2024), as the Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from FY 2025-26 up to FY 2029-30.

The Secretarial Audit Report for the financial year ended March31, 2026, issued in Form MR-3, is annexed to this Report as Annexure D. The Report does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors have also issued the Annual Secretarial Compliance Report for the financial year 2025-26, which is being submitted to the Stock Exchanges within the prescribed timelines.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors, the Cost Auditors nor the Secretarial Auditors reported any fraud under Section 143(12) of the Act. Further, no instance of material fraud against the Company by its officers or employees was reported during the year.

Compliance with Secretarial Standards

The Directors confirm that during the financial year under review, the Company complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Act, specifically Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings.

Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unpaid or unclaimed for a period of seven consecutive years are required be transferred to the Investor Education and Protection Fund (IEPF).

During the financial year 2025-26, the Company transferred an amount of RS. 23,34,779 to the IEPF Authority.

Further, the said provisions mandate companies to transfer the shares of shareholders whose dividends remain unpaid or unclaimed for a period of 7 (seven) consecutive years, to the demat account of IEPF Authority. Accordingly, during the year under report 12,776 Equity Shares were transferred to the IEPF in compliance with Section 124 of the Act.

Members whose shares or unclaimed dividends have been transferred to the IEPF may claim the same from IEPF Authority by filing Form IEPF-5 and submitting the prescribed documents to the Companys designated Nodal Officer.

Statutory Information

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of the Companys manufacturing facilities, are annexed to this Report as Annexure E.

Annual Return

Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March31, 2026, forms part of this Annual Report. The BRSR sets out the Companys performance on Environmental, Social, and Governance (ESG) parameters and includes an independent assurance statement on the BRSR Core indicators. The BRSR is presented in a a separate section and forms part of this Annual Report.

Management Discussion & Analysis (MD&A)

The Management Discussion and Analysis Report for the financial year 2025-26, as required under Regulation 34 read with Schedule V of the Listing Regulations, is presented in a separate section forming an integral part of this Report.

Designated Nodal Officer

Pursuant to the provisions of Section 125 of the Act, read with Rule 7 of the IEPFA (Accounting, Audit, Transfer and Refund) Rules, 2016, the Board of Directors has designated the Company Secretary as the Nodal Officer.

General / Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or events requiring disclosure during the financial year 2025-26:

• Receipt of any remuneration or commission by the Managing Director, Joint Managing Director & CEO, and Deputy Managing Director & CFO from any subsidiary of the Company.

• Revision of the financial statements of the Company.

• Change in the nature of the business of the Company.

• Material changes and commitments affecting the financial position of the Company occurring between the end of the financial year and the date of this Report.

• Any application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• Any one-time settlement with any bank or financial institution requiring disclosure under the applicable provisions.

Cautionary Statement

Certain statements contained in this Boards Report and the Management Discussion and Analysis Report may constitute forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied in such statements. Important factors that could influence the Companys operations include global and domestic demand-supply conditions, selling prices, availability and cost of raw materials, changes in government regulations, taxation policies, economic developments and other factors beyond the Companys control.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the support and co-operation received from the Central Government and the various State Governments in which the Company operates.

The Board also acknowledges the continued support received from the Companys bankers, financial institutions, regulatory authorities, stock exchanges, customers, dealers, vendors, business associates and other stakeholders.

The Directors place on record their appreciation for the commitment and contribution of the employees at all levels of the organisation and thank the shareholders for their continued confidence and support.