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

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

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

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

FINANCIAL RESULTS ' in Crore

DIVIDEND

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

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

RESERVES AND APPROPRIATIONS

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

PERFORMANCE REVIEW

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

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

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

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

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

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

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

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

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

SMART BUILDING SOLUTIONS

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

SUSTAINABILITY

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

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

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

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

DE-LEVERAGING AND EFFICIENT DEBT MANAGEMENT

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

CREDIT RATING

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

KEY HIGHLIGHTS: FINANCIAL YEAR 2024-25

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

1. Approval of Composite Scheme of Arrangement.

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

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

2. Higher Production & Sales

Higher Production & Sales despite Weak Cement
Demand.

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

3. Efficient Financial Management

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

Efficient Working Capital Management.

4. Supply Chain Management

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

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

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

5. Promoting Environmental Stewardship

Achieved 48.57% renewable power share of total
electricity consumption

Attained a thermal substitution rate of 10.39%

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

Achieved water positivity of 4.49 times

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

6. Brand Building:

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

Revamped the product portfolio and launched
"Green " cement to align with the organisation's and
consumers' environmental objectives

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

Effective channel partner engagement boosted
premium sales

7. Digital & IT Initiatives

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

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

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

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

8. Focus on Smart Building Solutions (SBS).

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

Aggressive SBS expansion plans are underway to
increase its contribution to the company's revenue
share

9. Corporate Social Relationship

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

Number of Beneficiaries: 3.12 Lakhs
AWARDS AND RECOGNITIONS

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

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

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

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

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

PROGRESS OF THE PROJECTS, EXPANSIONS AND
ACQUISTIONS

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

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

RELATED PARTY TRANSACTIONS

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

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

CONSERVATION OF ENERGY, ETC.

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

AUDITORS & THEIR REPORTS

(a) Statutory Auditors

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

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

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

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

(b) Secretarial Auditor

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

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

(c) Cost Auditors

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

DEPOSITS

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

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

(a) Accepted during the year: ' 7.74 Crore;

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

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

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

PARTICULARS OF REMUNERATION

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

ANNUAL RETURN

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

COMPOSITE SCHEME OF AMALGAMATION

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

CHANGE IN THE NATURE OF BUSINESS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE GOVERNANCE & MANAGEMENT
DISCUSSION AND ANALYSIS

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

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

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

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

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

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

(e) Details regarding Risk Management Committee;

(f) Dividend Distribution Policy;

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

MATERNITY BENEFIT ACT

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

(c) Proper and sufficient care have been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the said Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going
concern basis;

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

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

ACKNOWLEDGEMENTS

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

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

On behalf of the Board of Directors

Place: New Delhi Vinita Singhania

Date: 1^st August 2025 Chairperson & Managing Director