We have audited the accompanying Standalone Financial Statements of The India Cements Limited (“the Company”), which
comprise the standalone balance sheet as at 31st March, 2026, the standalone statement of profit and loss (Including Other
Comprehensive Income), the standalone cash flow statements and the standalone statement of changes in equity for the year
then ended, and notes to the Standalone financial statements, including a summary of significant 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 Companies Act, 2013, as amended (“the Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2026, and its profit and other comprehensive income, its cash flows and changes in equity for the year ended on
that date.
Basis for Opinion
We conducted our audit of Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those SAs are further described in the 'Auditor's Responsibilities
for the Audit of the Standalone Financial Statements' section of our report. We are independent of the Company in accordance
with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements under the provisions of the Act, 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 audit opinion on the Standalone Financial
Statements.
Emphasis of Matter
Without qualifying our report, we draw attention to
(a) Note No. 37.4 of the Standalone Financial Statements, regarding the order of attachment issued by the authorities through
which certain assets of the company amounting to '120.34 Crores have been attached vide provisional attachment Order dated
25th February 2015 which the company is disputing before legal forums. The company has been legally advised that it has
strong grounds to defend its position, pending the outcome of the proceedings the impact if any is not ascertainable at this stage
accordingly no adjustments have been made in the Standalone Financial Statements.
(b) Note No. 37(2)(d) of the Standalone Financial Statements relating to the order of the Competition Commission of India (CCI),
alleging contravention of the provisions of Competition Act, 2002 and imposing a penalty of '187.48 Crores on the Company. On
Company's appeal, National Company Law Appellate Tribunal (NCLAT), in the interim order directed the company to pay 10% of
the Penalty amount (' 18.75 Crores) before getting stay which has been deposited by the company. Subsequently, in its final order
passed on July 25, 2018, NCLAT has reportedly upheld the CCI's Order. The company appealed against the order before Supreme
Court and the Supreme Court vide its Order dated October 05, 2018 admitted the Company's appeal and directed that the interim
order passed by the NCLAT in the matter, shall continue setting aside the final orders passed by NCLAT on July 25, 2018. Pending
the outcome, no adjustments have been made in the Standalone Financial Statements. The company, backed by legal opinion,
believes that it has a good case in both the matters basis which no provision has been recognised in the books of account.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone
Financial Statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of
the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
For each matter below, our description of how our audit addressed the matter is provided in that context.
1. Revenue recognition: Discounts, Incentives and Rebates etc.
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Reasons why the matter was determined to be
a key audit matter
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Auditor’s Response
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Revenue is measured net of discounts,
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Our procedures included:
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incentives and rebates on the Company's
sales.
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• Assessing the appropriateness of the Company's revenue recognition
accounting policies, including those relating to discounts, incentives and
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The Company has its presence across
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rebates as required under the applicable accounting standards.
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different marketing regions within the country
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• Testing the effectiveness of the Company's controls over the determination
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and operates in a competitive business
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of discounts, incentives and rebates based on commitments made either
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environment. The Company recognises
discounts, incentives and rebates at the
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contracted or determined by the market forces.
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time of sale either on provisional basis or
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• Obtaining management's assessment of its obligations towards discounts,
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on contracted terms. The assessment of
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incentives and rebates including accruals under applicable schemes and
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entitlement of discounts, incentives and
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comparing the overall assessment of the obligations with the approved
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rebates recognised on sales made during
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schemes on sample basis.
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the year is material and considered to
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• Examined on a sample basis, all the supporting documentation required
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be complex and dependent on various
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for computing the Company's obligation towards discounts, incentives
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performance obligations of customers and
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and rebates recorded and disbursed during the year including credit notes
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market conditions.
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issued after the year end date to determine whether these were recorded
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There is a risk of revenue being affected
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appropriately covering the stated obligations.
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as a result of variations in assessment of
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• The management's assessment of discounts, incentives and rebates
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discounts, incentives and rebates recognised
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recorded for the current year have been compared on an overall basis
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on sales.
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with the past practices to assess the adequacy of provisions made during
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Given the complexity involved in the
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the current year read with the changing competitive market dynamics as
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assessment of provisions required for
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explained by the management.
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discounts, incentives and rebates, the same
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• Our examination includes procedures to identify any unusual or irregular
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is considered as a key audit matter.
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items.
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2. Litigations and Contingencies
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Reasons why the matter was determined to be a key
audit matter
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Auditor’s Response
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The Company is engaged in a large number of legal and
tax related litigations which have been disclosed / provided
for in the financial statements based on the facts and
circumstances of each case considering its operations
spread across various regions within India involving the
Company to deal with different regulatory frameworks.
Taxation and other litigation exposures have been identified
as a key audit matter due to the timescales involved for
resolution and the potential financial impact arising out
of these on the financial statements given the inherent
complexity and magnitude of potential exposures across
the Company and the judgement necessary to estimate
the amount of provision required or to determine required
disclosures. Further, significant management judgement
is involved in assessing the exposure of each case and
eventual obligation on the Company and thus there is a
risk that such cases may not be adequately provided for
or disclosed.
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Our audit procedures included the following:
• Gained an understanding of the process of identification
of claims, litigations and contingent liabilities and identified
key controls in the process. For selected controls we have
performed relevant control tests.
• Obtained the summary of Company's legal and tax cases and
critically assessed management's position through discussions
with the Legal Counsel and operational management, on
both the probability of success in significant cases, and the
magnitude of any potential loss.
• Obtained and reviewed external legal opinions (where
considered necessary and made available) and other evidence
to corroborate management's assessment of the risks in
respect of pending litigations.
• Engaged with legal experts to evaluate the appropriateness of
the legal positions taken by the management with respect to
different tax issues.
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Reasons why the matter was determined to be a key
audit matter
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Auditor's Response
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These estimates could change substantially over time
as new facts emerge and each legal case progresses
and subsequent judicial guidance emerges or statutory
amendments, if any, with retrospective effects are enacted
having a bearing on the ongoing litigation.
(Refer note 37.2 & 37.4 to the Standalone Financial
Statements).
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• Assessed whether management assessment of similar cases
is consistent across the plants/divisions or that differences in
positions are adequately justified.
• Assessed the appropriateness of disclosures made in the
financial statements to examine whether they reflect the
facts and circumstances of the respective litigations and the
requirements of relevant accounting standards.
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3. Verification of Inventories comprising Bulk Materials
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Reasons why the matter was determined to be a key
audit matter
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Auditor's Response
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The Company's inventories included bulk materials
comprising coal, petcoke, limestone, clinker, laterite,
gypsum, etc., which are stored in open yards and silos
including ports.
Determination of physical quantities of bulk inventories
is done based on volumetric measurements and
involves special considerations with respect to physical
measurement, density calculation, moisture, etc.
Considering the inherent subjectivity involved in measuring
physical quantities of bulk inventories, we have considered
this as a key audit matter.
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Our audit procedures included the following:
• Obtained an understanding of the Company's process and
controls with respect to physical verification of bulk inventories
and evaluated the design effectiveness and operating
effectiveness of these controls.
• Obtained reports of physical verification performed for bulk
inventories by management during the financial year and at
year end and assessed, on a test basis, that adjustments, if
any, have been recorded for differences as compared to the
inventory records as per the books.
• Observed physical verification performed by the management
at year end.
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4. Verification of Significant Related Party Transactions
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Reasons why the matter was determined to be a key
audit matter
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Auditor's Response
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The Company has entered into significant transactions
during the year with related parties, comprising sales of
goods, purchases of raw materials/goods, and receipt of
services. These transactions are material in value and are
conducted in the ordinary course of business.
Determination of whether these transactions are carried
out on an arm's length basis and in the ordinary course
of business involves significant judgment, particularly
with respect to pricing, terms, and commercial rationale.
The Company has obtained an Arm's Length Price (ALP)
justification report from an independent consultant in
support of the pricing of such transactions. Considering
the inherent subjectivity involved in evaluating the
appropriateness of related party transactions, we have
considered this as a key audit matter.
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Our audit procedures included the following:
• Obtained an understanding of the Company's process and
controls with respect to identification, approval, and monitoring
of related party transactions and evaluated the design
effectiveness and operating effectiveness of these controls.
• Obtained and reviewed the list of related parties and
transactions as identified and disclosed by management and
assessed completeness by independently verifying against
board/audit committee approvals and statutory records.
• On a test basis, verified that significant transactions of sale
of goods, purchase of goods/raw materials, and receipt of
services were appropriately priced, supported by underlying
agreements or arrangements, and conducted at arm's length.
• Obtained and evaluated the Arm's Length Price (ALP)
justification report provided by the independent consultant
and assessed the reasonableness of the methodology,
comparables, and conclusions therein as part of our ALP
assessment of the related party transactions.
• Assessed the adequacy of disclosures made in the financial
statements in accordance with the applicable accounting
standards (Ind AS 24 - Related Party Disclosures).
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Other Information
The Company's Management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Company's annual report, but does not include the financial statements and auditor's reports
thereon. The Company's annual report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will 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 identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Company's annual report, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and
regulations.
Management and Board of Directors' Responsibilities for the Standalone Financial Statements
The Company's Management and Board of Directors are responsible for the matters stated in section 134(5) of 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 including other comprehensive income, 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) specified under Section 133
of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and the estimates that are reasonable and prudent; and the
design, implementation and maintenance of adequate internal 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 Standalone Financial Statements, Management and Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process of the Company.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone 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 it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on 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 Standalone 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 Act, 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 and the Board of Directors.
• 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 auditor's report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and
whether the Standalone 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 reasonably knowledgeable user of the standalone 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 standalone 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 reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Standalone 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 reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
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 sub-section (11) of section 143 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, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid Standalone Financial Statements.
b) In our opinion, proper books of account as required by law for preparation of the aforesaid Standalone Financial Statements
have been kept by the Company so far as it appears from our examination of those books.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including other comprehensive income, the
Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this Report are in
agreement with the books of accounts.
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act,
read with Companies (Indian Accounting Standard) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31,2026 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 with reference to Financial Statements and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B” to this report.
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial
Statements - Refer Note 37.2 & 37.4 to the Standalone Financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company.
iv. (a) The Management has represented to us that, to the best of their knowledge and belief, as disclosed in Note No.
37(14)(B)(8), during the year no funds 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(s) or entity(ies),
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 their knowledge and belief, as disclosed in Note No. 37(14)
(B)(8), during the year no funds (which are material either individually or in the aggregate) have been received by
the Company from any person(s) or entity(ies), 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 performed 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. The company has not declared any dividend for the current and previous financial year.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining
its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log)
facility, and the same has operated throughout the year at both the application and database levels for all relevant
transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of
the audit trail feature being tampered with.
The audit trail has been preserved by the Company as per the statutory requirements for record retention under Rule 3(1) of
the Companies (Accounts) Rules, 2014, as amended.
3. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the Company has not paid or provided any
remuneration to its directors during the year. Accordingly, reporting on compliance with the provisions of Section 197 read
with Schedule V to the Companies Act, 2013 does not arise. The Ministry of Corporate Affairs has not prescribed any other
details under Section 197(16) of the Act which are required to be commented upon by us.
For Brahmayya & Co., For S. Viswanathan LLP,
Chartered Accountants Chartered Accountants
Firm Regn No: 000511S Firm Regn No: 004770S/S200025
N. Sri Krishna Chella K. Raghavendran
Partner Partner
Membership No.026575 Membership No. 208562
UDIN: 26026575CDQSHH7142 UDIN: 26208562CHHEUQ9516
Place: Chennai
Date: 25th April, 2026
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