State of Company's Affairs and Financial
Performance

During the year under review, your Company
demonstrated remarkable resilience and disciplined
execution in navigating a dynamic macroeconomic
environment. Driven by a steadfast focus on operational
excellence and strategic market expansion, the Company
recorded Standalone Revenue from Operations of
H 12,945.34 Crore, registering a growth of 15.72% as
compared to the revenue of H 11,187.20 Crore in the
previous financial year 2024-25. On a Consolidated basis,
Revenue from Operations stood at H 13,722.30 Crores.
Standalone Profit before exceptional items and tax
stood at H 1,539.74 Crores in FY 2025-26, as compared
to H 1,170.62 Crores in the previous financial year.
Consequently, the Standalone Profit After Tax (PAT)
stood at H 1,033.34 Crores in FY 2025-26, as against
H 851.27 Crores in FY 2024-25. Consolidated Profit After
Tax (PAT) for the year under review was H 987.99 Crores.

Consolidated Financial Statements and
Performance of Subsidiaries

In accordance with the provisions of Section 129(3) of the
Companies Act, 2013 ('the Act'), and the applicable Indian
Accounting Standards (Ind AS), the audited Consolidated
Financial Statements of the Company form part of this
Annual Report.

The Company's subsidiaries include J.K. Cement (Fujairah)
FZC, J.K. Cement Works (Fujairah) FZC, JK White Cement
(Africa) Limited, JK Drychem Industries LLC, JK White
Cement Fujairah LLC, JK Maxx Paints Limited, J. K.

Cement Saifco Private Limited, Saifco Cements Estate
Private Limited and JK Cement Foundation.

Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial
statements of the Company's subsidiaries, joint ventures,
and associate companies is provided in Form AOC-1,
annexed as Annexure A to this report.

In compliance with the fourth proviso to Section
136(1) of the Act, the Annual Report, containing the
standalone and consolidated financial statements of
the Company, along with the audited annual accounts of
each subsidiary company, is available on the Company's
website athttps://www.ikcement.com/financial-reports/.
During the year under review, J.K. Cement (Fujairah) FZC
was a 'Material Subsidiary' of the Company, in terms of
the provisions of Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations').

The Company's Policy for Determining Material
Subsidiaries, as approved by the Board of Directors,
is available on the Company's website and can be
accessed at:https://www.ikcement.com/wp-content/
uploads/2025/04/For-Website-Material-subsidiarv-
Policv-final.pdf.

Operations

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

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

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

Performance of the Subsidiary
Companies

J.K. Cement Fujairah FZC (JKCF) recorded net income
of AED 0.22 Million (equivalent to H 0.53 Crores for the
period April 1,2025 to March 31, 2026 (Previous year net
income AED 1.95 Million equivalent to H 4.62 Crores).

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

*excluding write back of financial liability of AED 45.46 Million

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

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

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

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

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

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

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

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

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

Dividend

Based on the Company's robust financial performance
and in alignment with its Dividend Distribution Policy, the
Board of Directors, at their meeting held on May 23, 2026,
has recommended a final dividend of H 20/- per equity
share (i.e., 200%) of face value H 10/- each for the financial
year ended March 31, 2026.

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

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

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

The Company's Dividend Distribution Policy, formulated
pursuant to Regulation 43A of the Listing Regulations,
is available on the Company's website and can be
accessed at:https://www.ikcement.com/wp-content/
uploads/2023/10/dividend distribution policy of ik
cement ltd new.pdf.

Transfer to Reserves

For the financial year ended March 31, 2026, the Board of
Directors proposes to transfer an amount of H 250 Crores
(Previous Year: H 200.00 Crores) to the General Reserve.

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

Share Capital

As of March 31, 2026, the paid-up Equity Share Capital
of the Company stood at H 77.27 Crores, comprising
77268251 equity shares of face value H 10 each.

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

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

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

Public Deposits

During the financial year 2025-26, your Company has
not accepted or renewed any public deposits falling
within the ambit of Chapter V, including Sections 73 and
74 of the Act, read with the Companies (Acceptance
of Deposits) Rules, 2014. Accordingly, there was no
outstanding amount on account of principal or interest
on deposits from the public as on March 31, 2026.

Finance and Debt Management

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

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

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

Credit Rating

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

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

Particulars of Loans, Guarantees or
Investments by our Company

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

Projects

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

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

• 6 MnTPA Expansion:

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

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

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

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

Strategic Acquisitions and
Amalgamations

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

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

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

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

Future Outlook and Vision 2030

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

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

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

Corporate Social Responsibility (CSR)

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

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

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

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

These included the Adarsh Gram Initiative aimed at
promoting holistic rural development; support for
the HOPE School Construction Project to improve
educational opportunities for first-generation learners;
the Jeevika Initiative in Buxar, Bihar, focused on skilling
and livelihood enhancement for women and young girls;
and the Renal Care Project at Safdarjung Hospital, New
Delhi, aimed at strengthening access to quality curative
healthcare. In addition, the Company undertook various
other programmes aligned with its identified CSR
thematic areas.

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

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

Human Resources and Industrial
Relations

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

The Company's Human Resources strategy is firmly
anchored around the ELCG philosophy-Experience,

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

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

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

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

Diversity, Equity, and Inclusion
(Equal Opportunity)

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

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

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

Maternity Benefit

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

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

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

Prevention of Sexual Harassment of
Women at Workplace (POSH)

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

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

During the financial year 2025-26, no complaint relating
to sexual harassment was received and no case
remained pending for disposal as on March 31, 2026.

Managerial Remuneration, Employee
Information and Related Disclosures

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

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

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
provided in Annexure C to this Report.

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

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

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

Corporate Governance

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

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

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

Directors and Key Managerial Personnel

Appointments and Re-appointments

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

Further, at the meeting held on May 23, 2026, the Board,
upon the recommendation of the NRC, appointed
Dr. Sameer Sharma (DIN: 02749958) as an Additional
Director in the capacity of a Non-Executive Independent
Director, subject to the approval of the Members by way
of a Special Resolution at the 32^nd AGM.

Mr. Mudit Aggarwal (DIN: 07374870), who was appointed
as a Non-Executive Independent Director at the
27^th Annual General Meeting, will complete his first
term on August 13, 2026. Based on a satisfactory
performance evaluation and the recommendation of
the NRC, the Board recommends his re-appointment
as a Non-Executive Independent Director, not liable to
retire by rotation, for a second and final term of five (5)
consecutive years (from August 14, 2026, to August 13,
2031), subject to the approval of the Members by way of a
Special Resolution at the 32^nd AGM.

Retirement by Rotation: In accordance with the
provisions of Section 152 of the Act and the Company's
Articles of Association, Mrs. Sushila Devi Singhania
(DIN: 00142549) and Dr. Nidhipati Singhania (DIN:
00171211) retire by rotation at the 32^nd AGM and, being
eligible, have offered themselves for re-appointment.

Cessations

Demise: The Board places on record its deep sorrow at
the passing of Mr. Saurabh Chandra (DIN: 02726077),
Non-Executive Independent Director, on September
16, 2025. The Board acknowledges and appreciates his
valuable guidance, experience and contribution to the
Company during his tenure.

Resignation

Mr. Sudhir Jalan (DIN: 00111118), a Non-Executive
Non-Independent Director, resigned from the Board
with effect from April 16, 2025, citing advanced age
and a desire to reduce his professional commitments.
The Board places on record its deep appreciation for
the guidance and services rendered by him during his
association with the Company.

Declaration by Independent Directors

The Company has received the requisite declarations
from all Independent Directors confirming that they
continue to meet the criteria of independence prescribed
under Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations. The Independent Directors
have also confirmed compliance with the Company's
Code of Ethics and Business Conduct and the Code
for Independent Directors prescribed under Schedule
IV of the Act. They have further confirmed that they
are not aware of any circumstance or situation that
exists or may reasonably be anticipated to impair their
ability to discharge their duties with objective and
independent judgment.

In the opinion of the Board, all Independent Directors
satisfy the conditions of independence prescribed
under the Act and the Listing Regulations and are
independent of the Management. The Board is satisfied
that the Independent Directors possess qualifications,
experience and expertise in diverse fields including
finance, people management, strategy, auditing, tax and
risk advisory services, infrastructure, banking, insurance,
mining and mineral industries, and e-marketing.

All Independent Directors are registered with the
Independent Directors' Databank maintained by the
Indian Institute of Corporate Affairs (IICA) and have
complied with the applicable requirements relating to
registration and proficiency assessment. The Company
has also received confirmation that none of the
Independent Directors is debarred from holding the
office of Director by virtue of any order passed by
Securities and Exchange Board of India, the Ministry of
Corporate Affairs or any other statutory authority.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company during the
year under review are as follows:

During the year under review, Mr. Shambhu Singh
superannuated from the services of the Company and
ceased to be the Company Secretary and Compliance
Officer with effect from October 31,2025. The Board
places on record its appreciation for the services
rendered by Mr. Singh during his tenure with the
Company. Succeeding him, Ms. Bhumika Sood was
appointed as the Company Secretary and Compliance
Officer with effect from November 1, 2025.

Directors and Officers Insurance (D&O)

In accordance with the provisions of Regulation 25(10) of
the Listing Regulations, the Company actively maintains
a Directors and Officers (D&O) Liability Insurance
policy for all its Directors and Officers to mitigate the
associated liabilities.

Meetings of the Board of Directors

The Board of Directors meets at regular intervals to
review the Company's business performance, strategic
direction and key policies. During the financial year
2025-26, the Board met 6 (Six) times. The maximum
interval between any two consecutive meetings was
within the statutory limit of 120 days prescribed under
the Act and the Listing Regulations. Details of these
Board Meetings, including the attendance of the
Directors, are provided in the Corporate Governance
Report forming an integral part of this Annual Report.

Familiarisation Programme for
Independent Directors

The Company has in place a Familiarisation Programme
for Independent Directors to enable them to gain an
understanding of the Company's business, industry,
operations and regulatory environment.

Upon appointment, Independent Directors are provided
with a letter setting out their roles, responsibilities and
duties. The format of the appointment letter is available
on the Company's website athttps://www.ikcement.com/
board-of-directors/.

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

Annual Board Evaluation

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

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

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

Risk Management Committee and Corporate Social
Responsibility and Sustainability Committee.

Nomination and Remuneration Policy

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

The Policy outlines the criteria for determining
qualifications, positive attributes, and the independence
of Directors. The salient features of the Nomination
and Remuneration Policy are detailed in the Corporate
Governance Report, which forms an integral part of this
Annual Report. The complete policy is available on the
Company's website and can be accessed at:https://
www.ikcement.com/wp-content/uploads/2024/04/JKCL-
Nomination-and-Remuneration-Policv.pdf.

Enterprise Risk Management

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

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

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

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

The Company's Risk Management Policy can be
accessed on the website at:https://www.ikcement.
com/wp-content/uploads/2026/06/Risk-Management-
Policy 26.pdf

Commodity Price Risk, Foreign
Exchange Risk, and Hedging Activities

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

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

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

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

Vigil Mechanism and Whistle Blower
Policy

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

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

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

The Whistle Blower Policy is available on the Company's
website and can be accessed at:https://www.ikcement.
com/wp-content/uploads/2025/04/For-Website-Whistle-
Blower-Policv- -final.pdf.

Related Party Transactions

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

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

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

Details of Related Party Transactions, as per Ind AS 24,
are disclosed in the Notes to the Financial Statements.
The Policy on Materiality of Related Party Transactions
and dealing with Related Party Transactions, as
approved by the Board, is available on the Company's
website at:https://www.jkcement.com/wp-content/
uploads/2025/04/For-Website-RPT-Policv- final-1.pdf.

Internal Financial Controls and their
Adequacy

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

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

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

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

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

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

The Competition Commission of India (CCI) vide its
order dated August 31,2016, imposed a penalty of
H 12,854 Lakhs on the Company. The Appeal was heard
whereupon Hon'ble National Company Law Appellate
Tribunal (NCLAT) vide order dated July 25, 2018 upheld
CCI's order. The Company has filed statutory appeal
before the Hon'ble Supreme Court, which vide its order
dated October 5, 2018 has admitted the appeal and
directed that the interim order of stay passed by the
Tribunal in this matter will continue for the time being.

The Company, backed by legal opinion, believes that it
has a good case and accordingly no provision has been
made in the Audited Annual Financial Statements of
FY 2025-26.

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

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

Directors' Responsibility Statement

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

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

b) the Directors have selected such accounting
policies, judgments and estimates that are
reasonable and prudent and applied them

consistently, so as to give a true and fair view of
the state of affairs of the Company as on March 31,
2026, and of the statement of Profit and Loss and
Cash Flow of the Company for the period ended
March 31, 2026;

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

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

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

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

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

Statutory Auditors and Auditors' Report

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

The Statutory Auditors' Report on the standalone and
consolidated financial statements for the financial year
ended March 31,2026, does not contain any qualification,
reservation, disclaimer or adverse remark and carries an
unmodified opinion.

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

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

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

Cost Auditors and Maintenance of
Cost Records

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

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

Cost Accountants (Firm Registration No. 000017), as the
Cost Auditors of the Company for the financial year 2026¬
27. The Cost Auditors have confirmed their eligibility and
consent to act as Cost Auditors in accordance with the
applicable provisions of the Act.

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

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

Secretarial Auditors and Secretarial
Audit Report

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

The Secretarial Audit Report for the financial year ended
March 31, 2026, issued in Form MR-3, is annexed to this
Report as Annexure D. The Report does not contain any
qualification, reservation or adverse remark.

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

Reporting of Frauds by Auditors

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

Compliance with Secretarial Standards

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

Transfer to Investor Education and
Protection Fund (IEPF)

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

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

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

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

Statutory Information

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

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

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014 the draft Annual Return of
the Company for the financial year ended March 31,2026,
is available on the Company's website at:https://www.
ikcement.com/notice-report/.

Business Responsibility and Sustainability
Report (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report
(BRSR) for the financial year ended March 31, 2026,
forms part of this Annual Report. The BRSR sets out
the Company's performance on Environmental, Social,
and Governance (ESG) parameters and includes an
independent assurance statement on the BRSR Core
indicators. The BRSR is presented in a a separate section
and forms part of this Annual Report.

Management Discussion & Analysis
(MD&A)

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

Designated Nodal Officer

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

General / Other Disclosures

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

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

• Revision of the financial statements of the Company.

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

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

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

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

ACKNOWLEDGEMENTS

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

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

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