On behalf of the Board of Directors, it gives a great pleasure to present the 19^th Annual Report and Audited Financial Statements of
JSW CEMENT LIMITED ("the Company") for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The key highlights of financial performance for the Company as reflected by its Audited Financial Statements for the Financial Year ended
March 31, 2025 is summarized below:

(' in crore)

2. OVERVIEW OF COMPANY'S PERFORMANCE HIGHLIGHTS

a. Consolidated Performance

The total consolidated production of Cement and Ground
Granulated Blast Furnace Slag ("GGBS") during the year under
review was 12.36 MTPA (Cement 7.17 MTPA, and GGBS 5.19
MTPA) as compared to production of 12.15 MTPA (Cement 7.04
MTPA, and GGBS 5.11 MTPA) in the previous year, recording
increase of 1.7% over previous year. The total consolidated sales
of Cement and GGBS during the year under review as 12.27 MTPA
(Cement 7.09 MTPA, GGBS 5.18 MTPA) as compared to sales of
12.02 MTPA (Cement 6.94 MTPA, GGBS 5.08 MTPA) in previous
year recording an increase of 2% over previous year.

b. Standalone Performance

The total standalone production of Cement and Ground
Granulated Blast Furnace Slag ("GGBS") during the year under
review was 12.36% MTPA (Cement 7.17 MTPA, and GGBS 5.19
MTPA) as compared to production of 12.15 MTPA (Cement 7.04
MTPA, and GGBS 5.11 MTPA) in the previous year, recording
increase of 1.7% over previous year. The total consolidated sales
of Cement and GGBS during the year under review as 12.27 MTPA
(Cement 7.09 MTPA, GGBS 5.18 MTPA) as compared to sales of
12.02 MTPA (Cement 6.94 MTPA, GGBS 5.08 MTPA) in previous
year recording an increase of 2% over previous year.

3. FINANCIAL STATEMENT:

The audited Standalone and Consolidated Financial Statements
of the Company, which form a part of this Annual Report,
have been prepared in accordance with the provisions of the
Companies Act, 2013 and the Indian Accounting Standards.

4. DIVIDEND:

Equity Shares

The Board of Directors have not recommended any dividend on
the equity shares of the Company.

Preference Shares

The Board of Directors have declared a dividend at a coupon
rate of 0.01% on pro rata basis, net amounting to ' 14.02 lakhs
and gross amounting to ' 16 lakhs to 1600,00,000 Compulsory
Convertible Preference shares (CCPS) holders for the
FY 2024-25.

5. CAPITAL STRUCTURE OF YOUR COMPANY:

• Authorised Share Capital:

The Authorised Share Capital of the Company as on March
31, 2025:

' 3500,00,00,000 (Rupees Thirty-Five Hundred Crores)
consisting of:

• 180,00,00,000 (One Hundred and Eighty Crores) Equity
Shares of face value of ' 10 (Rupees Ten) each and

• 17,00,00,000 (Seventeen Crores) compulsorily convertible
preference shares of face Value of ' 100 (Rupees One
Hundred) each.

• Issued, subscribed and paid up share capital Share
Capital:

The issued, subscribed and paid up share capital of the Company
as on March 31, 2025:

• ' 10,188,589,220/- (One Thousand Eighteen Crores, Eighty-
Five Lakhs, Eighty-Nine Thousand, Two Hundred Twenty
Rupees only), comprising of 1,018,858,922 (One Hundred
One Crore, Eighty-Eight Lakh, Fifty-Eight Thousand, Nine
Hundred Twenty Rupees) Equity shares of ' 10/- (Rupees
Ten) each.

• 160,000,000 Compulsorily Convertible Preference Shares
("CCPS") of ' 100/- each to:

> 75,000,000 (Seven Crore Fifty Lakh) to Synergy
Metals Investments Holding Limited

> 75,000,000 (Seven Crore Fifty Lakh) to AP Asia
Opportunistic Holdings Pte. Ltd and

> 10,000,000 (One crore) to State Bank of India.

During the year under review, the Company has pursuant to
Section 62, 67 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013 had issued and allotted
3,25,06,692 (Three Crores Twenty-Five Lakhs Six Thousand
Six Hundred Ninety-Two) Equity Shares of ' 10/- (Rupees Ten)

each for cash at premium of ' 40.58/- (Forty Rupees Fifty-Eight
Paisa) aggregating to ' 1,64,41,88,481 (Rupees One Hundred
Sixty-Four Crores Forty-One Lakhs Eighty-Eight Thousand Four
Hundred Eighty-One) under ESOP Scheme 2016 & 2021 to the
JSW Cement Employees ESOP Trust.

During the year under review, the Company has not issued any:

a) shares with differential rights,

b) sweat equity shares;

6. TRANSFER TO RESERVES:

Your Company has not transferred any amount to the Reserves
for the period ended March 31, 2025.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented in a separate
section forming part of this Annual Report.

8. CREDIT RATING:

During the year, the Company's credit rating was reaffirmed as
A /Stable for long term loans by India ratings & CRISIL Limited
and was reaffirmed as A1 for short term loan by India ratings
and A1 by CRISIL Limited.

9. DEPOSIT:

The Company has not accepted any deposits from public in
terms of Section 73 & 74 and other applicable provisions of the
Companies Act, 2013, read with rules made thereunder.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
provided in Notes to the Financial Statements.

11. INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIAL
CONTROL:

Internal Control

Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with
new/revised standard operating procedures. The Company's
internal control system is commensurate with its size, scale
and complexities of its operations. The main thrust of internal
audit is to test and review controls, appraisal of risks and
business processes, besides benchmarking controls with best
practices in the industry. The Audit Committee of the Board of
Directors actively reviews the adequacy and effectiveness of
the internal control systems and suggests improvements to
strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control
mechanism. Significant audit observations and corrective
actions taken by the management are presented to the
Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the
Chairman of the Audit Committee.

Internal Audit

JSW Group Audit Team perform the Internal Audit function and
followed best standard practices. The Internal Audit function
covers all the factories, sales offices, warehouses and centrally
controlled businesses and functions, as per the annual plan
agreed with the Audit Committee. The audit coverage plan is
approved by the Audit Committee at the beginning of every
year. Every quarter, the Audit Committee is presented with key
control issues and actions taken on the issues highlighted in
previous report.

Internal Financial Controls

As per section 134(5)(e) of the Companies Act 2013, the Directors
have an overall responsibility for ensuring that the Company
has implemented robust system and framework of Internal
Financial Controls. The Company has in place adequate internal
financial controls with reference to the Financial Statements.
Such controls have been assessed during the year taking into
consideration the essential components of internal controls
stated in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by The Institute of Chartered
Accountants of India. Based on the results of such assessment
carried out by management, no reportable material weakness
or significant deficiencies in the design or operation of internal
financial controls was observed. Nonetheless, the Company
recognizes that any internal control framework, no matter how
well designed, has inherent limitations and accordingly, regular
audit and review processes ensure that such systems are
reinforced on an ongoing basis.

This framework includes entity level policies, process and
operating level standard operating procedures. The entity
level policies include anti-fraud policies, whistle blower policy,
HR policy, treasury policy. The Company has also prepared
Standard Operating Procedures (SOP) for each of its processes
like procure to pay, order to cash, hire to retire, treasury, fixed
assets, inventory, manufacturing operations etc.

12. PARTICULAR OF CONTRACT AND ARRANGEMENT WITH
RELATED PARTY TRANSACTIONS:

During the year under review, all other contracts / arrangements
/ transactions entered into during the financial year 2024-25
by the Company with Related Parties were in the ordinary
course of business and on an arm's length basis. Related Party
Transactions which are in the ordinary course of business and
on an arm's length basis, of repetitive nature and proposed to
be entered into during the financial year are placed before the
Audit Committee for prior omnibus approval. A statement giving
details of all Related Party Transactions, as approved, is placed
before the Audit Committee for review on a quarterly basis.

All Related Party Transactions (RPT) and subsequent material
modifications are placed before the Audit Committee for its
review and approval. Prior omnibus approval is obtained for RPT
which are of repetitive nature and / or entered in the ordinary
course of business and are at arm's length. All RPT are subjected
to independent review by a reputed accounting firm to establish
compliance with the requirements under the Act.

The Company has developed a framework for the purpose of
identification and monitoring of such Related Party Transactions.
The details of transactions / contracts / arrangements entered
into by the Company with Related Parties during the financial
year under review are set out in the Notes to the Financial
Statement. The disclosure of material RPTs as required to made
under Section 134 in Form AOC-2 is attached as Annexure A to
this Report.

The details of all transactions / contracts / arrangements entered
by the Company with related parties are set out in the Notes to
the Financial Statements.

13. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLAN
AND SCHEME:

The Board of Directors of the Company, formulated the
JSW Cement Employee Stock Ownership Plan- 2016 (ESOP
Scheme-2016) and JSW Cement Employee Stock Ownership
Plan (JSWCL ESOP-2021) respectively, to be implemented
through the JSW Cement Employees Welfare Trust (Trust), with
an objective of enabling the Company to attract and retain
talented human resources by offering them the opportunity to
acquire a continuing equity interest in the Company, which will
reflect their efforts in building the growth and the profitability of
the Company.

A detailed note on JSW Cement Employee Stock Ownership
Plan- 2016 (ESOP Scheme-2016) and JSW Cement Employee
Stock Ownership Plan (JSWCL ESOP-2021) are furnished in
Annexure B which forms a part of this Report.

14. POLICY:

The Company has adopted various policies which has been
available on website at www.jswcement.in of the Company. The
brief detail of few policies are as under:

> Whistle Blower Policy/ Vigil Mechanism:

The Company has a vigil mechanism named Whistle Blower
Policy / Vigil Mechanism to deal with instances of fraud and
mismanagement, if any. Details of the same are given in the
Corporate Governance Report.

• Corporate Social Responsibility:

Your Company has constituted a Corporate Social Responsibility
(CSR) Committee and framed a CSR Policy. The brief details of
CSR Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report.

As a responsible and proactive corporate, the Company has
adopted a CSR Policy in compliance of Section 135 of the
Companies Act, 2013 and can be accessed at www.jswcement.
in. The Company aims to follow a complete life cycle approach,
focusing, inter alia, on women empowerment through education,
sanitation and a range of such access related issues that
hinder a holistic development of the communities. Specific
interventions recommended by the policy are efficient maternal
and child health care with enhanced access to improved

nutrition services; early childhood/ pre-primary education and its
effective completion till secondary education; better access to
life skill education for adolescents; and enhancing of the output
of prevalent occupations along with vocation education.

The Company decided its priority towards villages in the
immediate vicinity of the plant locations defined as Direct
Influence Zone (DIZ). However, certain programs might have
been expanded beyond this geographical preview for upscaling
and defined as Indirect Influence Zone (IIZ). Details of the CSR
initiatives under taken by the Company pursuant to provisions of
the Companies Act, 2013 are given in "Annexure C" to this report.

Further, the Chief Financial Officer of your Company has certified
that CSR spends of your Company for the FY 2024-25 have been
utilised for the purpose and in the manner approved by the Board
of the Company.

• Nomination & Remuneration Policy:

The Board of Directors has framed a policy named as Nomination
Policy and Remuneration Policy which lays down a framework
in relation to criteria for selection and appointment of Board
Members, Key Managerial Personnel and Senior Management of
the Company as well as remuneration to be paid to Directors, Key
Managerial Personnel and Senior Management of the Company.

The policy of the Company on Directors' appointment, including
criteria for determining qualifications, positive attributes,
independence of a Director and other matters, as required under
sub-section (3) of Section 178 of the Companies Act, 2013, is
governed by the Nomination Policy. The remuneration paid to
the directors is in accordance with the remuneration policy of
the Company.

While recommending the Candidate for appointment, the
Nomination and Remuneration Committee shall assess the
candidate against a range of criteria, i.e. qualification, age,
experience, positive attributes, independence, relationships,
diversity of gender, background, professional skills and personal
qualities, required to operate the position successfully and has
discretion to decide adequacy of such criteria for the concern
position. All candidates shall be assessed on the basis of
the merit, related skills and competencies. There shall be no
discrimination on the basis of religion, caste, creed or sex. Further
the committee also recommend to the Board remuneration to be
paid to such candidates with following broad objective:

a) Remuneration is reasonable and sufficient to attract, retain
and motivate directors,

b) Motivate KMP and other employees and to stimulate
excellence in their performance,

c) Remuneration is linked to Company's performance,
individual performance and such other factors considered
relevant from time to time,

d) The policy balances fixed and variable pay and reflects
short and long term performance objectives.

• Risk Management Policy:

The Company has a Risk Management Policy aimed to ensure
resilience for sustainable growth and sound corporate
governance by having a process of risk identification and
management in compliance with the provisions of the Companies
Act, 2013. The Company is faced with risks of different types,
all of which need different approaches for mitigation. Details
of various risks faced by the Company are provided in MDA
section of this Annual Report. Based on the Risk Management
Policy, a standardized Risk Management Process and System
was implemented across the JSW group. Risk plans have been
framed for all identified risks with mitigation action, target dates
and responsibility. Risk Management Committee closely monitor
and review the risk plans. The Committee meets every half-year
to review key strategic and tactical risks, identify new risks and
assess the status of mitigation measures.

• Board Evaluation Policy:

Board Evaluation is a good governance practice. It comprises
of both assessment and review. This include analysis of how
the Board and its committees are functioning, the time spent
by the Board considering the matters and whether the terms of
reference of the Board & committees have been met.

Independent Directors play an important role in the governance
processes of the Board. The evaluation of Individual Director
focus on the contribution of Director in the Board and Committee.
The performance of Individual Director is assessed against
a range of criteria including the ability of director in creating
shareholder value, development of strategies, major risk
affecting the company and listen and respect the idea of fellow
director and member of the management.

The Board carried out an annual performance evaluation of its
own performance, the Independent Directors individually as well
as the evaluation of the working of the Committees of the Board.
The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee. The performance
evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors.

The Board believes, the evaluation process should be used
constructively as a mechanism to improve Board effectiveness,
maximise strengths and tackle weaknesses.

15. HOLDING AND SUBSIDIARY COMPANY:

Adarsh Advisory Services Private Limited is the Holding Company.
The Company has Four subsidiary companies, two joint-venture
companies and one associate company as on March 31, 2025.
Details of subsidiaries/joint ventures of your Company is provided
as part of the notes to the consolidated financial statements.

a) Shiva Cement Limited is a Subsidiary Company
incorporated in the year 1985 and the Company is listed
on Bombay Stock Exchange, having its Plant site at Shiva
Cement Limited, Telighana, PO: Birangatoli, Tehsil-Kutra,
District-Sundargarh Odisha- 770018.

b) Utkarsh Transport Private Limited is a wholly owned
subsidiary company incorporated on 25^th April 2018
and having Registered office at JSW Cement Limited,
Babukhan Millenium Centre, 6-3-1099/1100, No. 702, A
Block Somajiguda, Hyderabad Telangana 500082.

c) JSW Green Cement Private Limited is a wholly owned
subsidiary company incorporated on 18^th November,
2019 and having Registered office at JSW Cement Limited,
Babukhan Millenium Centre, 6-3-1099/1100, No. 702, A
Block Somajiguda, Hyderabad Telangana 500082.

d) Cemterra Enterprise Private Limited is a wholly owned
subsidiary company incorporated on 05^th July, 2024 and
having Registered office at CTS No. 608/1A-V Plot 2, S.
No. 341, Near Provident Office, Bandra (East), Mumbai -
400051, Maharashtra.

e) JSW One Platforms Limited (Formerly known as 'JSW Retail
Limited') and JSW Cement FZC (Formerly known as JSW
Cement FZE) are joint ventures of the Company.

f) JSW Renewable Energy (Cement) Ltd is an associate
company of the Company.

During the year under review, National Company Law Tribunal,
Kolkata Bench passed an order on 6^th May 2024 vide order number
C.P.(CAA)/315/MB/C-III/2023 connected with C.A.(CAA)/240/
MB/ C-III/2023 and Scheme of Amalgamation under section
230 to 232 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013 between Springway
Mining Private Limited ('SMPL' or 'the Transferor Company 1') and
NKJA Mining Private Limited ('NMPL' or 'the Transferor Company
2') with JSW Cement Limited ('JCL' or 'the Transferee Company')
and their respective Shareholders ('Scheme' or 'the Scheme' or
'this Scheme') as per the terms and conditions mentioned in
the Scheme. Hence, Springway Mining Private Limited and NKJA
Mining Private Limited has been merged with JSW Cement Limited.

Pursuant to the provisions of Section 129, 134 and 136 of the
Act read with rules made thereunder and your Company has
prepared Consolidated Financial Statements of your Company
and a separate statement containing the salient features of
Financial Statement of subsidiary, joint venture and associate
entities in Form AOC-1 is attached as "Annexure D" which forms
part of this Annual Report.

The Annual Financial Statements and related detailed information
of the subsidiary / joint venture companies shall be made
available to the shareholders of the holding and subsidiary / joint
venture companies seeking such information on all working days
during business hours. The financial statements of the subsidiary
/ joint venture companies shall also be kept for inspection by any
shareholders during working hours at your Company's registered
office and that of the respective subsidiary / joint venture
companies concerned. In accordance with Section 136 of the
Act, the Audited Financial Statements, including Consolidated
Financial Statements and related information of your Company
and audited accounts of each of its subsidiary joint venture, are
available on website of your Company at www.jswcement.in.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a balanced mix of Executive and Non¬
Executive Directors. As at March 31, 2025, the Board comprises
of 14 Directors of which three are Executive Directors, eleven
are Non-Executive Directors including two Woman Directors. The
Company has seven Independent Directors on the Board out of
which two are Woman Independent Directors. All Independent
Directors meet the criteria of independence as prescribed under
section 149 (6) of the Companies Act, 2013.

The Company has received declarations from all the Independent
Directors under Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as
prescribed thereunder.

The Independent Directors have complied with the Code for
Independent Directors prescribed under Schedule IV of the
Companies Act, 2013. The Board is of the opinion that the
Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest
standards of integrity.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and in terms of the Articles of Association
of the Company, Mr. Sudhir Maheshwari (DIN: 02376365)
and Mr. Utsav Baijal (DIN: 02592194) retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment. The proposal regarding their re¬
appointment shall be placed for approval by the Shareholders
and has been included in the notice of forthcoming Annual
General Meeting of the Company.

Appointment/Re-appointment of the Directors

• Mr. Akshaykumar N. Chudasama (DIN: 00010630) was
appointed as an Independent Director for a period of 5
years with effect from 15^th May, 2024 upto 14^th May, 2029
in the meeting of Board of Directors held on 15^th May, 2024
and the same was approved by the shareholders in Extra¬
Ordinary General Meeting held on 30^th July, 2024.

• Mr. Aashish R. Kamat (DIN: 06371682) was appointed as
an Independent Director for a period of 5 years with effect
from 15^th May, 2024 upto 14^th May, 2029 in the meeting
of Board of Directors held on 15^th May, 2024 and the
same was approved by the shareholders in Extra-Ordinary
General Meeting held on 30^th July, 2024.

• Mr. Raghav Chandra (DIN: 00057760) was appointed as
an Independent Director for a period of 5 years with effect
from 21^st May, 2024 upto 20^th May, 2029 in the meeting of
Board of Directors held on 21^st May, 2024 and the same
was approved by the shareholders in Extra-Ordinary
General Meeting held on 30^th July, 2024.

• Ms. Preeti Reddy (DIN: 07248280) was appointed as an
Independent Director for a period of 5 years with effect
from 27^th July, 2024 upto 26^th July, 2029 in the meeting of

Board of Directors held on 27^th July, 2024 and the same
was approved by the shareholders in Extra-Ordinary
General Meeting held on 30^th July, 2024.

Pursuant to the provisions of Section 203 of the Act, Mr. Parth
Sajjan Jindal, Managing Director, Mr. Nilesh Narwekar, Whole Time
Director & Chief Executive Officer, Mr. Narinder Singh Kahlon,
Director - Finance & Commercial and Chief Financial Officer and
Ms. Sneha Bindra, Company Secretary are the Key Managerial
Personnel of the Company as on March 31, 2025.

17. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to
discuss and decide on various business policies, strategies,
financial matters and other businesses.

• Meetings of the Board:

During the year, Eight Board Meetings were held the details
of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.

• Committee of Board:

The Company has constituted various Committees of the
Board as required under the Companies Act, 2013. For details
like composition, number of meetings held, attendance of
members, etc. of such Committees, please refer to the Corporate
Governance Report that forms a part of this Annual Report.

18. CORPORATE GOVERNANCE:

The Company consistently endeavours to follow corporate
governance guidelines and best practices sincerely and disclose
the same transparently. The Board is conscious of its inherited
responsibility to disclose timely and accurate information on the
Company's operations, performance, material corporate events
as well as on leadership and governance matters relating to
the Company.

The report on the Company's Corporate Governance practices is
given as "Annexure E" to this Annual Report.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, the Directors
confirm that:

a) i n preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that 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 of the
Company for the year under review;

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the
year under review, on a 'going concern' basis;

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

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

20. AUDITORS AND AUDITOR'S REPORT:

a. Statutory Auditors:

The Board of Directors at its meeting held on 1^st June, 2023
had recommended the appointment of M/s Deloitte Haskins &
Sells LLP Chartered Accountants, as the Statutory Auditors of
the Company for first term of 5 years to hold office from the
conclusion of the ensuing 17^th AGM until the conclusion of the
22^nd AGM of the Company to be held in the calendar year 2028.
M/s. Deloitte Haskins & Sells LLP had expressed their willingness
to be appointed as Statutory Auditors of the Company. They
had further confirmed that their appointment, if made, would
be within the limits prescribed under Section 141(3)(g) of
the Companies Act, 2013 and that they are not disqualified
for appointment.

Accordingly, the proposal was placed in the 17^th AGM held on
26^th September, 2023 for their appointment as the Statutory
Auditors of the Company, from the conclusion of the ensuing
17^th AGM until the conclusion of the 22^nd AGM of the Company
to be held in the calendar year 2028, in terms of Section 139(1)
of the Companies Act, 2013, the said proposal was approved by
the Shareholders.

The Notes on financial statements referred to in the Auditor's
Report are self-explanatory and do not call for any further
comments. The Auditor's Report for the year under review does
not contain any qualification, reservation, adverse remark,
or disclaimer.

b. Cost Auditors:

Pursuant to Section 148(1) of the Companies Act, 2013 the
Company is required to maintain cost records as specified by the
Central Government and accordingly such accounts and records
are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the Board, at its meeting held on 15^th May, 2024
has on the recommendation of the Audit Committee, appointed
M/s. Kishore Bhatia & Associates, Cost Accountants to conduct

the audit of the cost accounting records of the Company for
FY 2024-25 on a remuneration of ' 3,50,000 (Rupees Three
Lakhs Fifty Thousand only) plus out of pocket expenses,
travelling and other expenses (which would be reimbursable at
actuals) plus taxes, wherever applicable. The remuneration is
subject to the ratification of the Members in terms of Section
148 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014 and accordingly was placed an d approved by the
Shareholders at the 18^th Annual General Meeting.

The due date for filing the Cost Audit Report for the financial year
ended 31^st March, 2024 was 30^th September, 2024, and the Cost
Audit Report was filed in XBRL mode on 20^th August, 2024.

c. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company had re¬
appointed M/s. S. K. Jain & Co., Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the financial
year 2024-25.

The Secretarial Audit Report (issued by M/s. S. K. Jain & Co.,
Practicing Company Secretary) for the Financial Year 2025 does
not contain any qualification, reservation or adverse remark and
is attached to this report as Annexure F. Further, the Secretarial
Auditors have not reported any fraud under Section 143(12) of
the Act.

Subject to your approval being sought at the ensuing AGM
M/s. S. K. Jain & Co., Practicing Company Secretary (CP No. 3076;
Peer Review Certificate No. 6574/2025) has been appointed by
the Board as Secretarial Auditors of the Company to undertake
the Secretarial Audit of your Company for the first term of five
(5) consecutive years from FY 2025-26 till 2029-30. Secretarial
Auditors have confirmed that they are not disqualified to
be appointed as a Secretarial Auditor and are eligible to hold
office as Secretarial Auditor of your Company. Brief details of
M/s. S. K. Jain & Co., Practicing Company Secretary, are separately
disclosed in the Notice of ensuing AGM.

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied
with Secretarial Standards 1 and 2, issued by the Institute of
Company Secretaries of India.

22. MATERIAL CHANGE AND COMMITMENTS:

In terms of section 134(3)(l) of the Companies Act, 2013, except
as disclosed hereunder or elsewhere in this report, no material
changes and commitments which could affect the company's
financial position have occurred between March 31, 2025 and
the date of the report.

The shareholders of the Company are hereby informed that
during the year under review, the Company had filed its Draft
Red Herring Prospectus ("DRHP") with SEBI dated August 16,

2024, and filed an In-Principal Approval application with the
Stock Exchanges (i.e. BSE Limited and National Stock Exchange
of India Limited) where the securities are proposed to be listed.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

No orders have been passed by any Regulator or Court or Tribunal
which can have significant impact on the going concern status
and the Company's operations in future.

24. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, copies of the Annual Return of the
Company prepared in accordance with Section 92(3) of the
Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the
Company and are accessible at the web-link www.jswcement.in.

25. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of the Act and
Rules framed thereunder.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND INNOVATION:

The information required pursuant to the provisions of Section
134 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 regarding conservation
of energy, technology absorption, adoption or innovation is
attached hereto as "Annexure G" and forms part of this report.

Foreign exchange earnings and Outgo

The Foreign Exchange earnings of the Company for the year under
review amounted to NIL (Standalone) and NIL (Consolidated). The
foreign exchange outflow of the Company for the year under
review amounted to ' 862.68 crores (Standalone) and ' 886.02
crores (Consolidated).

27. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has complied with the provisions related to
constitution of Internal Complaints Committee (ICC) under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 across locations to redress
complaints received regarding sexual harassment. The Company
received 4 complaint pertaining to sexual harassment during
FY 2024-25 which stands resolved as on March 31, 2025.

28. PARTICULARS OF EMPLOYEES:

The disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure-H to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms a part of this Report. However, as per first
proviso to Section 136(1) of the Act and second proviso of
Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the Report and Financial
Statements are being sent to the Members of the Company
excluding the said statement. Any Member interested in
obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.

29. IBC CODE AND ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not
been any instance of one-time settlement of the Company with
any bank or financial institution.

30. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the
co-operation and assistance received from the Government
authorities, banks and other financial institutions, vendors,
suppliers, customers, shareholders and all other stakeholders
during the year under review.

Your Directors also wish to place on record their deep sense of
appreciation for the committed services of all the employees.

For and on behalf of the Board
JSW Cement Limited

Seshagiri Rao MVS

Date: 16.05.2025 Chairman

Place: Mumbai DIN: 00029136