JK Lakshmi Cement Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the 85^th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2025.

The Board of Directors of the Company, at their Meeting held on 31^st July 2024, had approved a Composite Scheme of Amalgamation & Arrangement ("Scheme") for Amalgamation of 3 erstwhile Subsidiaries, viz: Udaipur Cement Works Ltd. (UCWL), Hansdeep Industries & Trading Company Ltd. & Hidrive Developers and Industries Ltd. into and with the Company. The Scheme has been become effective on 31^st July 2025 and the Appointed Date of the Scheme is 1^st April 2024.

The Scheme enviasages increased synergical benefits in Manufacturing, Distribution Process & Logistics alignment reducing time to market & benefiting customers and offers scope for reduction in Fixed Costs & Other benefits of Economies of Scale including common procurement. The Scheme consolidates the Cement Assets of all the 4 Entities into a Single Business Focused Listed Entity making a Stronger Balance Sheet. Consolidated Cash Flows will be available in a Single Entity enabling faster Growth. Shareholders of the Company will be benefited through Optimum Valuation with Cement Capacity consolidating into a Single Listed Entity with no Subsidiary discount. Shareholders of UCWL to gain by merging into a much Bigger Listed Entity with higher Cement Capacity. The Scheme streamline the Corporate Structure by Consolidating Multiple Entities, Legal and Regulatory Compliances & Reduction of Administrative costs.

The figures for the year ended 31^st March 2025 include the operations of erstwhile above 3 Subsidiaries which amalgamated into and with the Company from the Appointed Date of 1^st April 2024. As per relevant Ind AS, the figures of Previous Financial Year 2023-24 have also been restated as if the Scheme was then operative (during the Financial Year 2023-24) to make the figures comparable.

FINANCIAL RESULTS

Particulars	2024-25	2023-24
Sales & Other Income	6,245.70	6,856.88
Profit before Interest, Depreciation, Tax & Exceptional item (EBIDTA)	918.27	1,120.28
Profit before Depreciation & Tax (PBDT)	737.10	969.85
Profit after Tax (PAT)	282.72	488.23

DIVIDEND

Yours Directors are pleased to recommend a Dividend of Rs. 6.50 per Equity Share (130%) on the Equity Share Capital of

Rs. 58.85 Crore for the Financial Year ended 31^st March 2025 subject to the approval of the Members at the ensuing Annual General Meeting (AGM) and also subject to deduction of tax at source, as may be applicable. The total dividend outgo will be Rs. 76.50 Crore. Dividend payout is in accordance with the Dividend Distribution Policy of the Company.

RESERVES AND APPROPRIATIONS

The amount available for appropriation including Surplus for the Year stood at Rs. 2,388.92 Crore. The Directors propose this to be appropriated as under:

Particulars	2024-25	2023-24
Dividend	53.15	67.66
Surplus carried to Balance Sheet	2,335.77	2,049.99
Total	2,388.92	2,117.65

PERFORMANCE REVIEW

As per the provisional estimates released by the Ministry of Statistics & Programme Implementation, IndiaRs.s real GDP growth for FY 2024-25 has been placed at 6.5%, with a notably strong 7.4% rise in Q4 FY 2024-25 (Jan-Mar 2025). Nominal GDP expanded by 9.8%, with real GVA rising 6.4%, underpinning sustained economic momentum. Infrastructure and construction were key drivers-construction grew 9.4% over the year, accelerating to 10.8% in Q4. Rural demand regained traction, supported by a robust monsoon and agricultural performance; however, urban consumption exhibited signs of plateauing amid subdued wage growth and elevated CPI level concerns. With retail inflation at a six- year low and the RBI signalling further easing, monetary policy is set to remain supportive, though global uncertainties may temper growth.

Industry cement volumes were higher by ~4% YoY at ~442 million MT in FY 2024-25, driven by demand from the infrastructure and housing sectors. 28 million tons of cement capacity was added in FY 2024-25. The capacity utilisation stood at 69% during the financial year.

The Indian cement industry registered a moderate 4% year-on- year volume growth in FY 2024-25. This growth was initially impacted by factors such as the General Elections, a prolonged monsoon, and subdued private capital expenditure in the first half of the year. Encouragingly, demand rebounded in Q3 and Q4, driven primarily by infrastructure development and housing activity, helping the sector sustain its growth trajectory. Cement consumption reached approximately 442 million tonnes in FY 2024-25, compared to about 425 million tonnes in FY 2023-24. Installed capacity increased to about 667 million tonnes, with an additional 100 million tonnes expected over the next two years.

During the year, cement prices fell to their lowest levels in five years, putting significant pressure on margins, particularly in the first half of the fiscal year.

Regional variations continued to influence market performance, with the Eastern region leading growth, while other areas experienced modest, single-digit increases. Intense competition and ongoing capacity expansions further weighed on pricing. Despite these challenges, JK Lakshmi Cement sustained its market share and will reach a total capacity of 18 million tonnes with the completion of the Surat project shortly. The recent acquisition of a limestone mine in Assam also underscores our long-term commitment to the high-growth Eastern market.

With cement prices expected to remain range-bound in the near term, JK Lakshmi Cement is prioritising profitable volume growth, expanding its Smart Building Solutions portfolio and premium product offerings, advancing its ESG initiatives, and reinforcing its footprint in high-potential regional markets.

In FY 2024-25, JK Lakshmi Cement produced 114.21 lakh tonnes of cement, up from 111.43 lakh tonnes in the previous year. Sales also increased to 121.29 lakh tonnes, compared to 119.89 lakh tonnes in FY 2023-24.

Sustainability remains central to our growth strategy. In FY 2024-25, renewable energy accounted for 48.57% of our total energy consumption-among the best in the industry- with a target to reach 60% in FY 2029-30. We are also actively expanding our use of Alternative Fuels and Raw Materials (AFR), reducing water consumption, and lowering carbon emissions. Our specific water consumption remains one of the lowest in the sector, and we are targeting a 7x water positive position by FY 2029-30.

The Company registered an EBIDTA of Rs. 918.27 Crore as against Rs. 1,120.28 Crore in the previous Financial Year, while the Net Profit is at Rs. 282.72 Crore as against Rs. 488.23 Crore in the previous Financial Year.

SMART BUILDING SOLUTIONS

The Company progressive and innovative R&D facility continues to innovate and bring various Smart Building Solutions (SBS) to meet emerging customer demand proactively. CompanyRs.s SBS has a vast portfolio of eight solutions designed to meet different stages of construction requirements. SBS, which account for 10% of our total sales, play an important role in driving the segmentRs.s growth.

SUSTAINABILITY

At JK Lakshmi Cement Limited (JKLC), sustainability has always been at its core of business strategy and operations. As a responsible corporation, JKLC is striving to drive its business sustainably through focused action, collaboration, advocacy and thought leadership.

The Company is committed to reducing carbon emissions and promoting resource efficiency throughout its operations. Environmental responsibility is our top priority and we have implemented a comprehensive strategy to minimize our footprints. The Company believe that sustainable practices lead to greater efficiency and we continuously look for ways to go green while optimising cement production.

Company had adopted a circular economy approach, incorporating alternative fuels and raw materials. Our dedicated research and development centre explores solutions for waste management and resource optimization. Company utilize industrial waste like fly ash, slag, and gypsum, not only reducing our dependence on virgin resources but also contributing to responsible waste disposal.

Your Company had implemented several water conservation measures like rainwater harvesting, wastewater treatment, and recycling. Additionally, green belts around our manufacturing units promote biodiversity and mitigate air pollution. Your Company is also approximately 4.49 times water positive. We are committed to responsible sourcing of raw materials to minimize our environmental impact and promote sustainable supply chain practices. We recognize that as we increase our production capacity, it is essential to ensure that our sourcing practices align with our sustainability goals.

DE-LEVERAGING AND EFFICIENT DEBT MANAGEMENT

The Company has continuously been focusing on reducing its leveraging & efficiently managing its debt profile. Despite the increased borrowings emanating from ongoing Projects, the CompanyRs.s Net Debt reduced from Rs. 1,389 Crores as of March 2024 to Rs. 1,379 Crores as of March 2025. The Company continues to judiciously deploy its Treasury Corpus in various Tax Efficient Instruments.

CREDIT RATING

Efficient Debt Management and improvement in various Operating parameters has enabled the Company to maintain its Long-term Credit Rating from CRISIL and CARE at AA (Double A) with a Stable Outlook. The Company continues to enjoy the highest possible rating of A1+ (A One Plus) from both CRISIL and CARE for its Short-term borrowings.

KEY HIGHLIGHTS: FINANCIAL YEAR 2024-25

During the Financial Year 2024-25, the Company has achieved several new landmarks, few of which are given hereunder:

1. Approval of Composite Scheme of Arrangement.

The Scheme got approved in a Record time of 10.5 Months & has since become effective.

Audited Financial Results of Financial Year 2025 & Financial Year 2024 restated with the Impact of the Scheme.

2. Higher Production & Sales

Higher Production & Sales despite Weak Cement Demand.

Ramping up of Capacity Utilization at Udaipur Cement Works post expansion.

3. Efficient Financial Management

Reduction in Net Debt despite higher Gross Debt. Increase in Treasury Corpus by about Rs. 500 Crores. Increased Returns from Treasury Operations.

Efficient Working Capital Management.

4. Supply Chain Management

Green Logistics: EVs deployed for clinker dispatch; expansion to new routes this fiscal

E-Bidding: Rolled out at all plants; boosted transparency and cost savings

GPS Tracking: 85% coverage achieved; improved visibility and supply chain efficiency

5. Promoting Environmental Stewardship

Achieved 48.57% renewable power share of total electricity consumption

Attained a thermal substitution rate of 10.39%

Commissioned a first-of-its-kind 3.75 MW floating solar power plant

Achieved water positivity of 4.49 times

Low-carbon blended cement ratio moves to 65% of total cement production

6. Brand Building:

Repositioned the JKLC brand, meeting the aspirations of young Indians to own a house

Revamped the product portfolio and launched "Green + " cement to align with the organisationRs.s and consumersRs. environmental objectives

Expanded market visibility through a robust multichannel and outdoor communication strategy, resulting in enhanced brand recall

Effective channel partner engagement boosted premium sales

7. Digital & IT Initiatives

Moved from SAP S/4HANA to SAP RISE, making our systems more resilient, scalable, and cost-effective

Implemented Vaani 2.2 initiative, extending our reach to the network, customers & influences and live sales performance tracking

Applied Artificial Intelligence and Machine Learning to improve factory operations and boost performance

Strengthened security systems using AI tools and automated our Security Operations Centre

8. Focus on Smart Building Solutions (SBS).

Commissioned a new Putty plant and White cement plant at Alwar and three new RMC plants at Rajsamand, Bhilwara and Bhopal, taking the total SBS tally to twenty-three plants

Aggressive SBS expansion plans are underway to increase its contribution to the companyRs.s revenue share

9. Corporate Social Relationship

Total CSR Spent during FY 2024-25 stood at Rs. 12.79 Crores

Number of Beneficiaries: 3.12 Lakhs AWARDS AND RECOGNITIONS

Your Company has been bestowed with prestigious awards on both national as well as international level. Some of the accolades and awards received during the year are as follows:

• Innovation in CSR Practices Award at the 11^th Edition of the Corporate Social Responsibility Summit & Awards 2024 presented by UBS Forums and Most Impactful CSR Practices in Various Sectors Award at the National CSR Impact Awards 2024 presented by EU Media.

• Third Fastest Growing Cement Company in the Medium Category in India at the Indian Cement Review Awards 2025.

• Excellence in Transportation / Supply Chain (Northern Region) presented at the 14^th International Conference on Flyash Utilisation 2025, organized by Mission Energy Foundation.

• Smt. Vinita Singhania, our esteemed Chairperson & Managing Director, has been recognized as one of the Most Powerful Women in Business by Business Today (2024).

PROGRESS OF THE PROJECTS, EXPANSIONS AND ACQUISTIONS

During the Financial Year 2024-25, JK Lakshmi Cement Ltd. has acquired 26% Equity Shareholding in STLC RE Limited (Rs.STLCRs.) for putting-up 9MW Solar Power Project under the Captive Power Route on behalf of the Company. Thus, STLC has become Associate of your Company during the year. This Acquisition shall result in Annualized Savings in Power Cost of about Rs. 4.25 Crores per annum.

The Company is putting up an Additional Grinding Unit of 1.35 MTPA at Surat in Gujarat. The Project is likely to be completed during the Current Quarter which will take the CompanyRs.s Consolidated Cement Capacity to 18 MTPA.

The Company has also taken up for implementation expansion at its Integrated Cement Plant at Durg in

Chhattisgarh. The Project envisages additional Clinker Line of 2.3 MTPA & Cement Grinding Capacity of 4.6 MTPA. The Project is likely to be implemented in phases during the Financial Year 2027 & Financial Year 2028 at an approximate Project Cost of Rs. 3,000 Crore.

The CompanyRs.s Acquisition of 85% stake in Trivikram Consortium in Assam has run into rough weather with the arbitrary cancellation of the Mines Developer & Operator (MDO) Agreement by the Assam Mineral Development Corporation (AMDC). The Company has challenged the said cancellation of the MDO Agreement. AMDC has now granted a MDO Contract directly to the Company in respect of the 2 Mines having approximate Limestone Reserves of approximately 250 Million Tonnes.

INTERNAL FINANCIAL CONTROLS

The Company has in place a strong Internal Financial Control System, Policies and Procedures which ensures accuracy and completeness of Accounting Records and helps also in timely preparation of the reliable Financial Statements. These Internal Financial Control Systems are designed for safeguarding the assets of the Company and for the prevention and detection of errors & frauds commensurate with the size, nature and complexities of the Operations of the Company. These Policies and Procedures were found by the Statutory Auditors of the Company to be adequate for smooth, orderly & efficient conduct of the business of the Company.

The Company has in place specific Standard Operating Practices (SOPs) for its various functions. These SOPs are periodically reviewed by the External and Internal Auditors of the Company and exceptions are reported for corrective actions.

The Internal Financial Control Systems are regularly reviewed to ensure their effectiveness, taking into account the essential components of Internal Financial Controls as stated in the Guidance Note on the Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on such assessments carried out by the Management, no reportable material weaknesses in the adequacy in the System of Operations of Internal Financial Controls were observed during the year.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a socially responsible corporate citizen which truly believes that business priorities co-exist with commitment for inclusive development. The guiding principle of the Company has been to build foundation of compassion and inclusivity that strengthens not only our organisation but also the communities we serve. Philosophy of giving back was laid down by the founding father of JK Group over a century ago and the group takes this as a corporate responsibility to build a better society through upliftment and empowerment of the disadvantaged groups

and communities. For JK Lakshmi Cement Ltd. the business priorities coexist with the commitment to create enabling environment for inclusive development of the needy families. This commitment has resulted into systematic and structured CSR approach to implement multiple CSR projects interventions in the neighbourhood communities of our business and plant locations. The CompanyRs.s CSR core focus is to strengthen community relationship and to bring sustainable change in the quality of life of neighbourhood community through innovative solutions in Education, Health, Water & Sanitation, Skills Development, Livelihood Promotion and Rural Development. Through its various need based and high impact CSR projects, the Company has been able to directly impact and bring positive changes in the lives of more than 3.25 lakh people spread across its business operations.

During the reporting period the Company demonstrated its commitment towards CSR and implemented several "Ongoing Projects" in thrust areas of Health, Water & Sanitation, Education, Skilling & Livelihood and Rural development. Under Project Aarogya, medical camps were organized, reproductive and child health services were delivered at the doorsteps to reduce maternal and infantRs.s mortality among tribal communities, while at few locations, food kits were provided to Multi-Drug Resistant -TB patients from poor families to improve their nutritional status for speedy recovery. Company undertook activities for holistic development of adolescents under Project Vidya and also organized bridge and remedial classes for out-of-school and school drop-out children for their mainstreaming into government schools, supported government schools for improvement in physical & classroom infrastructure and facilities, provided various types of support to students and continued our support to schools working for Special children and their families. Needy and meritorious students were provided scholarships to support their school, college and technical education like ITI, Polytechnic, Nursing and B. Ed. under JK Lakshmi Vidya Scholarship project. Number of students from schools and colleges were provided books and coaching support for various competitive examinations. More than 7000 students of government schools of standard X to XII were provided career counselling during the last three years. Under JK Lakshmi Aajivika project, more than 2000 youth benefited from various education and skilling programs conducted at Shripati Singhania Skill Centre, Jaykaypurm, Sirohi, Rajasthan. The Company undertook multiple on-farm and off-farm activities including small enterprise development, skill trainings and vocational trainings to support youth and families to ensure sustainable income. The Company has undertaken several activities for empowering youth and families with focus on women and girls in the areas of education and for income generation through providing them trainings on various trades and skills like Madhubani painting, computer, stitching, beautician,

motor driving, jewellery making, etc. Under JK Lakshmi Aajivika project, the Company undertook employability & entrepreneurship trainings and supported number of youth & families in setting up of small businesses for income generation. Number of small and marginal farmers were supported with soil testing, seeds, and training on improved agriculture practices. Livestock development has also been one of the key activities to strengthen livelihoods of the communities and families. As part of livestock development, the Company had undertaken door-to-door veterinary services including infertility treatment, awareness on disease management and fodder development in villages. Under JK Lakshmi Aajivika project, vermicompost support was provided to number of farmers which resulted in reduction in the use of chemical fertilizer and increase in family income. Under JK Lakshmi Gramin Vikas project, the Company supported infrastructure development in the nearby communities. The Company undertook repair of girls toilet in school and repair of government school buildings in the plant nearby area.

Under JK Lakshmi Swajal & Swachhta project, the CompanyRs.s initiatives include setting up water facilities for domestic use, repair of anicut for watershed development, pond deepening, setting up of water huts, provision of water tanks and recharging of water bodies, fogging, door to door garbage management among others. These initiatives in the CSR benefited number of disadvantaged, vulnerable and economically marginalized communities like Scheduled Castes and Scheduled Tribes, Below Poverty Line families, small and marginal farmers, landless groups, women-headed families, special children, person suffering with chronic diseases like MDR-TB and youth with no skills for either employability or resources for small business. The Company also strategically endeavoured towards facilitating "last-mile- connectivity" for the poor to access various State and Central Govt. Schemes aimed at poverty alleviation.

During the reporting period, the CompanyRs.s CSR initiatives have been able to bring qualitative changes in the lives of the communities around its plant locations. One of the key impacts has been empowerment of women due to improvement in their income resulting into their higher familial and societal status.

Your Company is also promoting employee engagement in various CSR projects to create socially responsible behaviour among its employees. The Company received number of accolades, awards and appreciation letters for its meaningful and life-changing CSR initiatives during the year.

The Company has requisite Corporate Social Responsibility Policy in accordance with the provisions of the Companies Act, 2013 (Rs.ActRs.) and the Rules made thereunder, as amended. The CSR Policy along with brief description of CSR projects are disclosed on the website of the Company at www.jklakshmicement.com.

The Annual Report on CSR activities undertaken by the Company during the Financial Year under review, in the prescribed format, is annexed to this Report as Annexure-Rs.ARs..

RELATED PARTY TRANSACTIONS

During the Financial Year ended 31^st March 2025, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business and on an armRs.s length basis and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Form AOC-2 containing the details of the material Related Party Transactions entered into during the Financial Year 2024-25 as per the Policy on Materiality of Related Party and on dealings with Related Party Transactions (RPT Policy) is attached as Annexure Rs.BRs. to this Report and forms part of it. The RPT Policy is available on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particulars of loans given, guarantees or securities provided, and investments made as required under Section 186 of the Act are given in the Notes to Financial Statements and form part of this Report.

CONSERVATION OF ENERGY, ETC.

The details as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure Rs.CRs. and forms part of it.

AUDITORS & THEIR REPORTS

(a) Statutory Auditors

M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration Number: 000756N/ N500441), were appointed as the Statutory Auditors of the Company for their second term of five consecutive years from the conclusion of the 80^th Annual General Meeting (AGM) held on 28^th August 2020 until the conclusion of the 85^th AGM to be held in the year 2025, being the maximum permissible term. Accordingly, pursuant to Section 139 (2) of the Act, they will not be eligible for re-appointment as the Auditors of the Company at the ensuing AGM.

The Board of Directors places on record its appreciation of the valuable services rendered by M/s S.S. Kothari Mehta & Co. LLP, as Statutory Auditors of the Company. The observations of the Auditors in their reports on Accounts and the financial statements, read with the relevant notes are self-explanatory. The AuditorsRs. Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board.

Subject to approval of the Members, being eligible, the Board of Directors of the Company has recommended the appointment of M/s. Lodha & Co. LLP, Chartered

Accountants (Firm Registration Number: 301051 E/ E300284) as the Statutory Auditors of the Company for a period of five consecutive years commencing from the conclusion of 85^th AGM till the conclusion of 90^th AGM to be held in the year 2030 pursuant to Section 139 of the Act. Requisite Resolution regarding their appointment is included in the Notice of ensuing AGM for approval by the Members.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out the secretarial audit of the Company for the FY 2024-25. The Report, given by him for the said financial year in the prescribed format, is annexed to this Report as Annexure Rs.DRs.. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of the provisions of Regulation 24A of the Listing Regulations, being eligible, on the recommendation of the Board of Directors of the Company, the appointment of M/s Ronak Jhuthawat & Co., Company Secretaries, a peer reviewed Company Secretaries firm, as Secretarial Auditor of the Company for a term of five consecutive years to hold office from the financial year 2025-26 to 2029-30, to undertake secretarial audit of the Company, is being recommended to the Members at the forthcoming AGM.

(c) Cost Auditors

M/s R.J. Goel & Co., Cost Accountants, conducted the Audit of cost records of the Company for the Financial Year 2024-25 and as required, Cost Audit Report was duly fled with the Ministry of Corporate Affairs, Government of India. The Company has duly maintained requisite Cost Accounts and Records pursuant to Section 148(1) of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2024-25 have been prepared in accordance with the Act read with the Rules made thereunder and applicable Indian Accounting Standards. The audited consolidated financial statements together with AuditorsRs. Report form part of the Annual Report.

In compliance with Section 129(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries and associate included in the consolidated financial statements is presented in a separate section in the Annual Report. Please refer AOC-1 annexed to the financial statements in the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements, the consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

During the Financial Year under review, STLC RE Ltd. became Associate of your Company. No other company has become or ceased to be your CompanyRs.s subsidiary or joint venture or associate.

DEPOSITS

Pursuant to the approval of Members by means of a Special Resolution passed at the AGM held on 4^th September 2014, the Company has continued to accept deposits from the public, in accordance with the provisions of the Act and the Rules made there under.

The particulars in respect of the deposits covered under Chapter V of the said Act, for the Financial Year ended 31^st March 2025 are as under:

(a) Accepted during the year: Rs. 7.74 Crore;

(b) Remained unclaimed as at the end of the year: Rs. 0.74 Crore;

(c) Default in repayment of deposits or payment of interest thereon at the beginning of the year and at the end of the year: Nil;

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the said Act: Nil.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the median employeeRs.s remuneration and other requisite details pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure Rs.ERs.. Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Annual Report including Accounts for the Financial Year 2024-25, is being sent to all the Members of the Company and others entitled there to, excluding the said Particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company upto the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act read with Rules made thereunder is available on the website of the Company at https://www.jklakshmicement.com/annual-return/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Act, Dr. Raghupati Singhania (DIN: 00036129) retires by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

Shri Nand Gopal Khaitan (DIN: 00020588) and Shri Ravi Jhunjhunwala (DIN: 00060972), ceased to be Directors of the Company w.e.f. 31^st August 2024, on completion of their second term as Independent Directors on 30^th August 2024. The Board places on record its deep appreciation for the valuable services rendered by Shri Khaitan and Shri Jhunjhunwala during their tenure as Independent Directors of the Company.

The Members at the 84^th AGM held on 23^rd August 2024, had approved appointment of Smt. Shwetambara Shardul Shroff Chopra (DIN: 07489205) as an Independent Director of the Company for a term of three consecutive years w.e.f. 1^st July 2024.

Based on the recommendation of the Nomination and Remuneration Committee (Rs.NRCRs.), the Board has appointed Shri Shrivats Singhania (DIN: 02359242) as an Additional Director of the Company w.e.f. 1^st August 2025 and he shall hold office as Director up to the date of the ensuing AGM. The Board also appointed him as Deputy Managing Director for a term of five years commencing 1^st August 2025, subject to requisite approval of Members of the Company at the ensuing AGM. The Company has received requisite Notice under Section 160 of the Act from a Member proposing his name for appointment as Director at the ensuing AGM. The Board recommends his appointment at the ensuing AGM. Further, on recommendation of the NRC, the Board has re-appointed Shri Arun Kumar Shukla (DIN: 09604989) as President & Director of the Company, for a further period of 3 years w.e.f. 1^st August 2025, subject to requisite approval of Members of the Company at the ensuing AGM. The Board recommends his re-appointment at the ensuing AGM.

Based on the recommendation of NRC, the Board has appointed Shri Vimal Bhandari (DIN: 00001318) as an Additional Director in the category of Independent Director on the Board of the Company, for a term of three consecutive years w.e.f. 1^st August 2025. Shri Bhandari shall hold office up to the date of ensuing AGM. The Company has received requisite Notice under Section 160 of the Act from a Member proposing name of Shri Bhandari as an Independent Director and declaration from Shri Bhandari regarding his independence pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations. As an Independent Director, Shri Bhandari shall not be liable to retire by rotation. In the opinion of the Board, he possesses requisite expertise, integrity, proficiency and experience. The Board recommends his appointment at the ensuing AGM.

Shri Sadhu Ram Bansal (DIN: 06471984) was appointed as an

Independent Director of the Company for a term of three consecutive years with effect from 1^st July 2022, with due approval of the Members at the AGM held on 17^th August 2022. Accordingly, his first term as an Independent Director determined on 30^th June 2025. Being eligible, based on the recommendation of NRC and after taking into consideration the performance evaluation and his contribution, the Board re-appointed Shri Bansal as an Independent Director for a second term of five consecutive years w.e.f. 1^st July 2025, subject to approval of Members at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity, proficiency and experience. The Board recommends his re-appointment at the ensuing AGM.

The Board has also taken on record the declarations and confirmations received from all the Independent Directors of the Company regarding their independence pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations.

There were no other changes in the Directors / Key Managerial Personnel of the Company during the year under review.

COMPOSITE SCHEME OF AMALGAMATION

The Board of Directors of the Company, at their Meeting held on 31^st July 2024, had approved a Composite Scheme of Amalgamation & Arrangement ("Scheme") for Amalgamation of 3 erstwhile Subsidiaries, viz: Udaipur Cement Works Ltd., Hansdeep Industries & Trading Company Ltd. & Hidrive Developers and Industries Ltd. into and with the Company. The Scheme has been sanctioned by the HonRs.ble National Company Law Tribunal, Jaipur vide its Order dated 12^th June 2025 and Certified True Copy of the Order received on 18^th July 2025 ("Order"). The Scheme has become effective on 31^st July 2025 upon fling of the Order with Registrar of Companies, Jaipur. The Appointed Date of the Scheme is 1^st April 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which could impact the going concern status of the Company and its future operations. Further, no application was made or no proceeding was pending as at the end of the year under the Insolvency and Bankruptcy Code, 2016.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report of the Company for the Financial Year 2024-25 in the prescribed format, on Environmental, Social & Governance disclosures, is given in a separate section of the Annual Report and forms a part of it.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to the Listing Regulations, Management Discussion and Analysis and Corporate Governance Report along with Statutory AuditorsRs. Certificate regarding compliance of conditions of Corporate Governance are made part of this Report as Annexure Rs.FRs. & Rs.GRs. respectively.

The Corporate Governance Report which forms part of this Report, inter-alia, covers the following:

(a) Particulars of the five Board Meetings held during the Financial Year under review;

(b) Salient features of the Nomination and Remuneration Policy;

(c) The manner in which formal annual evaluation of the performance of the Board of Directors, of its Committees and of individual Directors has been made;

(d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism;

(e) Details regarding Risk Management Committee;

(f) Dividend Distribution Policy;

(g) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERNITY BENEFIT ACT

During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961.

COMPLIANCE OF SECRETARIAL STANDARDS

Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has duly complied with the applicable Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

DIRECTORSRs. RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act, your Directors state that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

(c) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the said 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 a going concern basis;

(e) The 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) The proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Board gratefully acknowledge the continuing faith reposed in the Company by the Financial Institutions, Banks, Government Authorities, Dealers, Suppliers, Business Associates and esteemed Members, who have extended their splendid co-operation and support to the Company.

The Directors also take this opportunity to thank CompanyRs.s valued Customers who have patronized its products. Last but not the least, the Board places on record its appreciation towards "Team JK Lakshmi" for their dedication and excellence displayed in conducting all operations of the Company and without whose wholehearted efforts and solidarity, the CompanyRs.s consistent growth would not have been possible in these challenging times.

	On behalf of the Board of Directors
Place: New Delhi	Vinita Singhania
Date: 1st August 2025	Chairperson & Managing Director