Shree Cement Ltd Auditor Reports

<dhhead>Independent Auditors’ Report</dhhead>

TO THE MEMBERS OF SHREE CEMENT LIMITED

REPORT ON THE STANDALONE FINANCIAL
STATEMENTS

OPINION

We have audited the accompanying standalone
financial statements of Shree Cement Limited ("the
Company"), which comprise the Balance Sheet as
at 31^st March, 2025, the Statement of Profit and Loss
the Statement of Changes in Equity and Statement
of Cash Flows for the year then ended, and notes to
the financial statements, including a summary of
material accounting policies and other explanatory
information.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Act in the manner so
required and give a true and fair view in conformity
with the accounting principles generally accepted
in India, of the state of affairs of the Company as at
31^st March, 2025 and its profit, its cash flows and the
changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further
described in the Auditors Responsibilities for the
Audit of the Financial Statements section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our
audit of the financial statements under the provisions
of the Companies Act, 2013 and the rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period. These matters were addressed in the
context of our audit of the financial statements as
a whole, and in forming our opinion thereon, we do
not provide a separate opinion on these matters.

DESCRIPTION OF KEY AUDIT MATTERS:

Key audit matters	How our audit addressed the key audit matter
Revenue Recognition-Discounts, incentives and rebates
Revenue is measured net of discounts, incentives and rebates given to the customers on the Companys sales.	Our audit procedures included:
	We have assessed the Companys accounting policies relating to revenue, discounts, incentives and rebates by comparing with applicable accounting standards.
The Companys presence across different marketing regions within the country and the competitive business environment makes the assessment of various types of discounts, incentives and rebates complex.
	We have evaluated the design and implementation and tested the operating effectiveness of the Companys internal controls over the provisions, approvals and disbursements of discounts, incentives and rebates.
Therefore, there is a risk of revenue being misstated as a result of variations in the assessment of discounts, incentives and rebates.	We have assessed the Companys computations for accrual of discounts, incentives and rebates, on a sample basis, and compared the accruals made with the approved schemes and underlying documents.

Key audit matters	How our audit addressed the key audit matter
Given the complexity and amounts pertaining to such provision for discounts, incentives and rebates being significant, this is a key audit matter.	We have verified, on a sample basis, the underlying documentation for discounts, incentives and rebates recorded and disbursed during the year.
	We have compared the historical trend of payments and reversal of discounts, incentives and rebates to provisions made to assess the current year accruals.
Litigation, Claims and Contingent Liabilities:
The Company is exposed to a variety of different laws, regulations and interpretations thereof which encompasses taxation and legal matters. In the normal course of business, provisions and contingent liabilities may arise from legal proceedings, including regulatory and other Governmental proceedings, constructive obligations as well as investigations by authorities and commercial claims.	Our audit procedures included the following:
	• We understood the processes, evaluated the design and implementation of controls and tested the operating effectiveness of the Companys controls over the recording and re-assessment of uncertain legal positions, claims and contingent liabilities.
	• We held discussions with the person responsible for legal and compliance to obtain an understanding of the factors considered in classification of the matter as ‘probable, ‘possible and ‘remote;
Based on the nature of regulatory and legal cases management applies significant judgment when considering whether, and how much, to provide for the potential exposure of each matter. These estimates could change substantially over time as new facts emerge as each legal case or matters progresses.
	• We read the correspondence from Court authorities and considered legal opinion obtained by the Company from external law firms to challenge the basis used for provisions recognised or the disclosures made in the standalone financial statements.
Given the different views possible, basis the interpretations, complexity and the magnitude of the potential exposures, and the judgment necessary to determine required disclosures, this is a key audit matter.	• For those matters where the Company concluded that no provision should be recorded, we also considered the adequacy and completeness of the Companys disclosures made in relation to contingent liabilities.

INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITORS’
REPORT THEREON

The Companys Board of Directors is responsible
for the preparation of the other information. The
other information comprises the information
included in the Management Discussion and
Analysis, Boards Report including Annexures
to Boards Report, Business Responsibility and
Sustainability Report, Corporate Governance
and Shareholders Information, but does not
include the standalone financial statements and
our auditors report thereon. Our opinion on the
standalone financial statements does not cover the
other information and we do not express any form
of assurance conclusion thereon. In connection
with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the standalone financial statements, or our
knowledge obtained during the course of our audit

or otherwise appears to be materially misstated.

If, based on the work we have performed, we
conclude that there is a material misstatement of
this other information, we are required to report
that fact. We have nothing to report in this regard.

MANAGEMENT’S RESPONSIBILITY FOR THE
STANDALONE FINANCIAL STATEMENTS

The Companys Board of Directors is responsible
for the matters stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to
the preparation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance, cash
flows and changes in equity of the Company
in accordance with the accounting principles
generally accepted in India, including the Indian
Accounting Standards (Ind AS) prescribed under
section 133 of the Act. This responsibility also
includes 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 frauds and
other irregularities; selection and application
of appropriate accounting policies; making
judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness of the
accounting records, relevant to the preparation
and presentation of the standalone financial
statements that give a true and fair view and are
free from material misstatement, whether due to
fraud or error.

In preparing the financial statements,
management is responsible for assessing the
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless management either intends to
liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

Those Board of Directors are also responsible for
overseeing the Company’s financial reporting
process.

AUDITORS’ RESPONSIBILITY FOR THE AUDIT OF
THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee
that an audit conducted in accordance with SAs
will always detect a material misstatement when ii
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in th<
aggregate, they could reasonably be expected to
influence the economic decisions of users taken oi
the basis of these standalone financial statements

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional scepticism throughout the audit. We
also:

• Identify and assess the risks of material
misstatement of the financial statements,
whether due to fraud or error, design and
perform audit procedures responsive to
those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a
material misstatement resulting from fraud
is higher than for one resulting from error, as

fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override
of internal control.

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible
for expressing our opinion on whether the
Company has adequate internal financial
controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management’s use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt
on the Company’s ability to continue as a
going concern. If we conclude that a material
uncertainty exists, we are required to draw
attention in our auditor’s report to the related
disclosures in the financial statements or, if
such disclosures are inadequate, to modify
our opinion. Our conclusions are based on
the audit evidence obtained up to the date of
our auditors’ report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure
and content of the financial statements,
including the disclosures, and whether the
financial statements represent the underlying
transactions and events in a manner that
achieves fair presentation.

• Materiality is the magnitude of misstatements
in the Standalone financial statements

that, individually or in aggregate, makes
it probable that the economic decisions
of a knowledgeable user of the financial
statements may be influenced. We consider
quantitative materiality and qualitative factors
in (i) planning the scope of our audit work
and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified
misstatements in the financial statements.

• We communicate with those charged with
governance regarding, among other matters,

the planned scope and timing of the audit
and significant audit findings, including any
significant deficiencies in internal control that
we identify during our audit.

• We also provide those charged with
governance with a statement that we have
complied with relevant ethical requirements
regarding independence, and to communicate
with them all relationships and other
matters that may be thought to bear on our
independence, and where applicable, related
safeguards.

• From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the financial statements of the current
period and are therefore the key audit matters.
We describe these matters in our auditor’s
report unless law or regulation precludes
public disclosure about the matter or when, in
extremely rare circumstances, we determine
that a matter should not be communicated in
our report because the adverse consequences
of doing so would be expected to outweigh
the public interest benefits of such
communication.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

1. As required by the Companies (Auditor’s
Report) Order, 2020 ("the Order") issued by
the Central Government of India in terms
of section 143 (11) of the Act, we give in the
Annexure ‘A’ a statement on the matters
specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2. As required by section 143(3) of the Act, we
report that:

(a) We have sought and obtained all the
information and explanations, which to
the best of our knowledge and belief were
necessary for the purpose of our audit.

(b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books.

(c) The Balance Sheet, the Statement of Profit
and Loss, the Statement of Cash Flow and
Statement of Changes in Equity dealt with
by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid standalone
financial statements comply with the
Indian Accounting Standards specified
under section 133 of the Act, read with rule
7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations
received from the directors as on 31^st
March 2025 and taken on record by the
Board of Directors, none of the directors
is disqualified as on 31^st March 2025 from
being appointed as a director in terms of
section 164 (2) of the Act.

(f) With respect to the adequacy of the
internal financial controls over financial
reporting of the Company and the
operating effectiveness of such controls,
refer to our separate report in Annexure ‘B’.

(g) With respect to the other matters to
be included in the Auditor’s Report in
accordance with the requirements of
section 197(16) of the Act, as amended.

In our opinion and to the best of
our information and according to
the explanations given to us, the
remuneration paid by the Company to its
directors during the year is in accordance
with the provisions of section 197 of the
Act.

(h) With respect to the other matters to
be included in the Auditors’ Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information
and according to the explanations given to
us:

i. The Company has disclosed the
impact of pending litigations on its
financial position in its standalone
financial statements - Refer Note
34 to the standalone financial
statements;

ii. The Company did not have any
long-term contracts including any
derivative contracts for which there
were any material foreseeable losses;

iii. There has been no delay in
transferring the amounts required
to be transferred to the Investor
Education and Protection Fund by the
Company;

iv. (a) The Management has

represented that, to the best
of its knowledge and belief, no
funds (which are material either
individually or in the aggregate)
have been advanced or loaned or
invested (either from borrowed
funds or share premium or any
other sources or kind of funds)
by the Company to or in any
other person or entity, including
foreign entity ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall,
whether, directly or indirectly
lend or invest in other persons
or entities identified in any
manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the
like on behalf of the Ultimate
Beneficiaries;

(b) The Management has

represented, that, to the best
of its knowledge and belief, no
funds (which are material either
individually or in the aggregate)
have been received by the
Company from any person or
entity, including foreign entity
("Funding Parties"), with the
understanding, whether recorded
in writing or otherwise, that
the Company shall, whether,
directly or indirectly, lend or
invest in other persons or
entities identified in any manner
whatsoever by or on behalf of
the Funding Party ("Ultimate
Beneficiaries") or provide any
guarantee, security or the
like on behalf of the Ultimate
Beneficiaries;

(c) Based on the audit procedures
that have been considered
reasonable and appropriate in
the circumstances, nothing has
come to our notice that has
caused us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain
any material misstatement.

v. a) The final dividend paid by the

Company during the year in
respect of the same declared for
the previous year is in accordance
with section 123 of the Companies
Act 2013 to the extent it applies to
payment of dividend;

b) The interim dividend declared
and paid by the Company during
the year and until the date of
this report is in compliance with
Section 123 of the Act.

vi. Based on our examination, which
included test checks, the Company
has used accounting software for
maintaining its books of account
which has a feature of recording audit
trail (edit log) facility and that has
operated throughout the year for all
relevant transactions recorded in the
software except that audit trail is not
available at database level throughout
the year. Further, during the course
of performing our procedures, we

did not notice any instance of audit
trail feature being tampered with
and audit trail (wherever enabled)
has been preserved by the company
as per the statutory requirement for
record retention.

Annexure "A" to the Independent Auditors’ Report

(Referred to in Paragraph 1 under the heading "Report on other legal and regulatory
requirements" of our report of even date)

To the best of our information and according to the
explanations provided to us by the Company and
the books of account and records examined by us
in the normal course of audit, we state that:

1. a) (A) The Company has maintained proper

records showing full particulars
including quantitative details and
situation of Property, plant and
equipment.

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

b) According to the information and
explanations given to us, property, plant
and equipment have been physically
verified by the management in a phased
periodical manner which in our opinion
is reasonable having regard to the size of
the Company and nature of its assets. No
material discrepancies were noticed on
such verification.

c) Based upon the audit procedure
performed and according to the records
of the Company, the title deeds of all
the immovable properties (other than
properties where the Company is the
lessee, and the lease agreements are duly
executed in favour of the lessee) are held
in the name of the Company.

d) The Company has not revalued its
Property, plant and equipment (including
Right of use Assets) and intangible assets
during the year.

e) According to the information and
explanations given to us, no proceedings
have been initiated or pending against
the Company for holding any benami
property under the "Benami Transactions
(Prohibition) Act, 1988" and rules made
thereunder.

2. In respect of its inventories:

a) The management has physically verified
the inventories. In our opinion, the
frequency, coverage and procedure
of such verification is reasonable. The
discrepancies noticed on verification
between the physical stocks and the

book records were not material and such
discrepancies have been properly dealt
with in the books of accounts.

b) The Company has been sanctioned
working capital limits in excess of Rs.5
crores, in aggregate, from banks on the
basis of security of current assets during
the year. According to the information
and explanations given to us, the
quarterly returns or statements filed by
the Company with such banks are in
agreement with the books of accounts of
the Company.

3. The Company has made investments in and

granted unsecured loans to companies during

the year, in respect of which;

a) the aggregate amount granted during
the year and balance outstanding at the
balance sheet date with respect to loans
granted to subsidiaries is Rs. 590.34 crore
and Rs. NIL respectively;

b) the investment made and terms and
conditions of grant of such loans are not
prejudicial to the Company’s interest;

c) in respect of loans granted by the
Company, the schedule of repayment
of principal and payment of interest has
been stipulated and the repayments of
principal amount and receipt of interest
has generally been regular as per the
stipulation;

d) in respect of loans granted by the
Company, there is no overdue amount
remaining outstanding as at the balance
sheet date;

e) no loan granted by the Company which
has fallen due during the year, has been
renewed or extended or fresh loans
granted to settle the overdue of existing
loans given to the same parties.

f) the Company has granted loan to
Subsidaries which is repayable on
demand. The aggregate amount of the
loan granted is Rs. 590.34 crore during the
year. There are no other loans granted to
related parties as defined in sub-section
(76) of section 2 of the Act.

4. The Company has complied with the
provisions of Sections 185 and 186 of the
Companies Act, 2013 in respect of loans
granted and investments made, as applicable.

5. In our opinion and according to the
information and explanations given to us, the
Company has not accepted any deposit from
the public during the year in terms of the
provisions of section 73 to 76 of the Act or any
other relevant provisions of the Companies Act,
2013 and the rules made thereunder.

6. We have broadly reviewed the accounts and
records maintained by the Company pursuant
to the Companies (Cost Records and Audit)
Rules, 2014 read with Companies (Cost Records
and Audit) Amendment Rules, 2014 specified
by the Central Government under section

148 of the Act, and are of the opinion that
the prima facie, the prescribed Cost recordsr> have been made and maintained . We have,
however, not made a detailed examination of
the records with a view to determine whether
they are accurate or complete.

7. In respect of statutory dues:

a) In our opinion, the Company has generally
been regular in depositing undisputed
statutory dues, including Goods and
Services tax, Provident Fund, Employees’
State Insurance, Income Tax, Sales Tax,
Service Tax, duty of Custom, duty of Excise,
Value Added Tax, Cess and other material
statutory dues applicable to it with the
appropriate authorities.

There were no undisputed amounts
payable in respect of Goods and Service
tax, Provident Fund, Employees’ State
Insurance, Income Tax, Sales Tax, Service
Tax, duty of Custom, duty of Excise, Value
Added Tax, Cess and other material
statutory dues in arrears as at 31^st March,
2025 for a period of more than six months
from the date they became payable.

b) Details of statutory dues referred to in
sub-clause (a) above which have not
been deposited as on 31^st March, 2025 on
account of disputes are given below:

Name of the statute	Nature of the dues	Amount under dispute not yet deposited (Rs. in Crore)	Period to which the amount relates	Forum where dispute is pending
(A) Excise and Service Tax
Central Excise Act, 1944	Cenvat credit of inputs	0.57	2005-06 to 2007-08 & 2013-14	Commissioner (Appeals) of Central Excise and Service Tax
	Cenvat credit on capital goods	0.03	2009-10	Rajasthan High Court, Jaipur
Finance Act, 1994	Credit of Service Tax on input services	6.72	2015-16 to 2017- 18	Central Excise & Service Tax Appellate Tribunal (CESTAT), Delhi
Total(A)		7.32
(B) Customs Duty
	Custom Duty Valuation	0.29	2009-10	Assistant /Deputy Commissioner
Customs Act, 1962	Custom Duty Valuation	15.47	2008-09, 2009- 10 & 2012-13	Central Excise & Service Tax Appellate Tribunal (CESTAT)
	Custom Duty Valuation	0.04	2017-18 & 2019- 20	Central Excise & Service Tax Appellate Tribunal (CESTAT)
Total(B)		15.80

Name of the statute	Nature of the dues	Amount under dispute not yet deposited (Rs. in Crore)	Period to which the amount relates	Forum where dispute is pending
(C) Sales Tax
Rajasthan VAT Act, 2003	VAT Demand on deemed Sale	94.93	2019-20	Appellate Authority, Ajmer
Bihar VAT Act, 2005	Input VAT Credit	0.12	2016-17	Joint Commissioner of Commercial Taxes (Appeals) Central Division, Patna
Uttarakhand VAT Act, 2005	Concessional tax diesel used for raw material transportation	0.44	2017- 18 to 2018- 19	Joint Commissioner of Commercial Taxes (Appeals), Haridwar
Total (C)		95.49
(D) Goods and Service Tax
Goods and Service Tax Act, 2017 Total(D) (E) Entry tax	Short Payment of Tax/Excess or wrong availment of Input Tax Credit	38.18	2017-18 to 2021- 22	Commissioner (Appeals)
	Short Payment of Tax / Non reversal of GST ITC	0.19 38.37	2017-18	Patna High Court
UP Tax on Entry of Goods Act, 2000	Interest on Entry tax	2.78	2009-10	Joint Commissioner, Ghaziabad
Chhattisgarh Tax on Entry of Goods Act, 1976	Entry Tax	14.79	2014-15 to 2017-18	Chhattisgarh High Court, Bilaspur
Punjab Tax on Entry of Goods into Local Area Act, 2000	Input Tax credit	0.57	2010-11 to 2013- 14	Tribunal, Chandigarh
Total(E)		18.14
(F) Others
Rajasthan Land Tax Act, 2006	Land Tax, Rajasthan	0.80	2006-07 to 2009-10	DIG, Stamps & Registration, Ajmer
Employee State Insurance Act, 1948	Employee State Insurance	1.04	2013-14 to 2017- 18	ESI Court, Jaipur
Mines and Minerals (Development & Regulation) Act, 1957	Differential Royalty on Limestone	3.10	1989-90, 1992- 93, 1993-94 and 2001-02	Rajasthan High Court
MMDR act read with Rajasthan Mineral Concession Rules read with RM (PIMTS) Rules 2007	Storage of Mineral awaiting registration	0.30	2009- 10 to 2010- 11	Rajasthan Tax Board
Rajasthan Stamps Act, 1998	Stamp Duty	0.57	2003- 04 to 2004- 05	Rajasthan High Court
Total		5.81
Grand Total (A+B+C+D+E+F)		180.93

8. There were no transactions relating to previously unrecorded income that have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

9. a) Based on the information and

explanations given to us, we are of the
opinion that the Company has not
defaulted in repayment of loans or other
borrowings or in the payment of interest
thereon to any lenders.

b) The Company is not declared a willful
defaulter by any bank or financial
institution or other lender.

c) The term loan has been applied for the
purpose for which they were obtained.

d) On an overall examination of the financial
statements of the Company, funds raised
on short-term basis have, prima facie, not
been used during the year for long-term
purposes by the Company.

e) The Company has not taken any funds
from any entity or person on account of or
to meet the obligation of its subsidiaries.
The Company does not have associates or
joint ventures.

f) The Company has not raised loans during
the year on the pledge of securities held
in its subsidiaries. The Company does not
have associates or joint ventures.

10. a) The Company has not raised moneys by

way of initial public offer or further public
offer (including debt instruments) during
the year. Hence, reporting under clause
3(x)(a) of the Order is not applicable.

b) The company has not made any

preferential allotment of shares or fully or
partially convertible debentures during
the year. Hence, reporting under clause 3
(x)(b) of the Order is not applicable.

11. a) No fraud by the Company and no material

fraud on the Company has been noticed
or reported during the year.

b) No report under sub-section (12) of section
143 of the Companies Act has been filed

in Form ADT-4 as prescribed under rule 13
of Companies (Audit and Auditors) Rules,
2014 with the Central Government, during
the year and up to the date of this report.

c) We have taken into consideration the
whistleblower complaints received by the
Company during the year (and up to the
date of this report), while determining
the nature, timing and extent of our audit
procedures.

12. In our opinion, the Company is not a Nidhi
Company. Therefore, the provisions of clause
3(xii) of the Order are not applicable to the
Company.

13. In our opinion, the Company is in compliance
with Section 177 and 188 of the Companies Act,
2013 with respect to applicable transactions
with the related parties and the details of
related party transactions have been disclosed
in the financial statements as required by the
applicable accounting standards.

14. a) In our opinion, the Company has

an adequate internal audit system
commensurate with the size and nature of
its business.

b) We have considered the internal audit
reports for the year under audit, issued to
the Company during the year and till date,
in determining the nature, timing and
extent of our audit procedures.

15. According to the information and explanations
given to us and on an overall examination

of the financial statements of the Company,
we report that the Company has not entered
into any non- cash transaction with directors
or persons connected with him, therefore,
reporting under clause 3(xv) of the Order is not
applicable.

16. a) The Company is not engaged in business

of Non-Banking Financial Company
or Housing Finance Company or
Core Investment Company requiring
registration under the Reserve Bank of
India Act, 1934. Hence, reporting under
clause 3(xvi)(a), (b) and (c) of the Order is
not applicable.

b) In our opinion, there is no core investment
company within the Group (as defined in
the Core Investment Companies (Reserve
Bank) Directions, 2016) and accordingly
reporting under clause 3(xvi)(d) of the
Order is not applicable.

17. The Company has not incurred any cash losses
in the financial year covered by our audit and
in the immediately preceding financial year.

18. There has been no resignation of the statutory
auditors of the Company during the year.

19. On the basis of the financial ratios, ageing
and expected dates of realisation of financial
assets and payment of financial liabilities,
other information accompanying the financial

statements and our knowledge of the Board of
Directors and Management plans and based
on our examination of the evidence supporting
the assumptions, nothing has come to our
attention, which causes us to believe that any
material uncertainty exists as on the date of
the audit report indicating that the Company
is not capable of meeting its liabilities existing
at the date of balance sheet as and when they
fall due within a period of one year from the
balance sheet date. We, however, state that
this is not an assurance as to the future viability
of the Company. We further state that our
reporting is based on the facts up to the date
of the audit report and we neither give any
guarantee nor any assurance that all liabilities
falling due within a period of one year from the

balance sheet date, will get discharged by the
Company as and when they fall due.

20. a) There are no unspent amounts towards
Corporate Social Responsibility (CSR) on
other than ongoing projects requiring a
transfer to a fund specified in Schedule VII
to the Companies Act in compliance with
Section 135 of the said Act. Accordingly,
reporting under clause 3(xx)(a) of the
Order is not applicable for the year.

b) In respect of ongoing projects, the
Company has transferred the unspent
Corporate Social Responsibility (CSR)
amount to a special account within a
period of 30 days from the end of financial
year in compliance with section 135 (6) of
the Act.

Annexure "B" to the Independent Auditors’ Report

(Referred to in Paragraph 2(f) under the heading "Report on other legal and regulatory
requirements" of our report of even date)

Report on the Internal Financial Controls under
clause (i) of sub section 3 of section 143 of the
Companies Act, 2013 ("the Act")

We have audited the internal financial controls over
financial reporting of Shree Cement Limited ("the
Company") as of 31^st March, 2025 in conjunction
with our audit of the standalone financial
statements of the Company for the year ended on
that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL
FINANCIAL CONTROLS

The Company’s management is responsible for
establishing and maintaining internal financial
controls based on the internal control over financial
reporting criteria established by the Company
considering the essential components of internal
control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants
of India. These responsibilities include the design,
implementation and maintenance of adequate
internal financial controls that were operating
effectively for ensuring the 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 information, as required under the
Companies Act, 2013.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the
Company’s internal financial controls over financial
reporting based on our audit. We conducted our
audit in accordance with the Guidance Note on
Audit of Internal Financial Controls Over Financial
Reporting (the "Guidance Note") and the Standards
on Auditing, issued by the ICAI and deemed to be
prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of
internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued
by the Institute of Chartered Accountants of India.
Those Standards and the Guidance Note require
that we comply with ethical requirements and
plan and perform the audit to obtain reasonable
assurance about whether adequate internal

financial controls over financial reporting was
established and maintained and if such controls
operated effectively in all material respects.

Our audit involves performing procedures to
obtain audit evidence about the adequacy of the
internal financial controls system over financial
reporting and their operating effectiveness. Our
audit of internal financial controls over financial
reporting included obtaining an understanding of
internal financial controls over financial reporting,
assessing the risk that a material weakness
exists, and testing and evaluating the design and
operating effectiveness of internal control based
on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of
the financial statements, whether due to fraud or
error.

We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our audit opinion on the Company’s
internal financial controls system over financial
reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS
OVER FINANCIAL REPORTING

A company’s internal financial control over
financial reporting is a process designed to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance
with generally accepted accounting principles. A
company’s internal financial control over financial
reporting includes those policies and procedures
that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of financial statements in accordance
with generally accepted accounting principles, and
that receipts and expenditures of the company are
being made only in accordance with authorizations
of management and directors of the company;
and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s
assets that could have a material effect on the
financial statements.

INHERENT LIMITATIONS OF INTERNAL
FINANCIAL CONTROLS OVER FINANCIAL
REPORTING

Because of the inherent limitations of internal
financial controls over financial reporting,
including the possibility of collusion or improper
management override of controls, material
misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation
of the internal financial controls over financial
reporting to future periods are subject to the risk
that the internal financial control over financial
reporting may become inadequate because
of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.

OPINION

In our opinion, the Company has, in all material
respects, an adequate internal financial controls
system over financial reporting and such internal
financial controls over financial reporting were
operating effectively as at 31^st March, 2025 based
on the internal control over financial reporting
criteria established by the Company considering
the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For B R Maheswari & Co LLP

Chartered Accountants

Firm’s Registration No. 001035N/N500050

Akshay Maheshwari

Partner

Membership No.504704

UDIN: 25504704BMIBGG1791

Date: 14th May, 2025

Place: Gurugram