Note (1): During the previous year the Company has issued 7326000 Equity Shares of the face value of ' 10 only per Equity Share, at a price of ' 68.25 per equity share (including premium of ' 58.25 per equity share), aggregating up to ' 50.00 crore by way of private placement on preferential basis to M/s Thinkfar Tradelink Private Limited, Promoter Group Entity. Out of the above proceeds, amount of ' 0.52 crores was pending to be utilised as on March 31, 2023 and the same was held in Company's current account and same is utilised in current year.

A) Terms, Rights and restrictions attached to equity shares

The Company has one class of equity shares having par value of ' 10 per share. Each member is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholding.

In terms of Share Purchase Agreement (SPA) dated August 03, 2023 as amended, entered amongst (a) the Company (b) Certain Members of Promoters Group and (c) Ambuja Cements Limited (Acquirer), Acquirer has acquired 140821941 Equity Shares constituting 54.51% of Equity Share Capital of the Company on December 06, 2023. Consequently, the Board of Directors was reconstituted on December 07, 2023. The Acquirer had made an Open Offer to Public Shareholders of the Company for acquiring upto 67164760 Equity Shares constituting about 26% of the paid-up equity share capital of the Company, wherein 20481161 Equity shares (i.e. 30.49% of the Offer size and 7.93% of the Paid-up Capital) were tendered by public shareholders. Post this Open Offer, the shareholding of the Acquirer increased to 161303102 Equity shares (i.e. 62.44%) resulting in increase in the overall shareholding of promoter group to 80.52%.

In order to achieve the Minimum Public Shareholding, the Acquirer has sold 5166000 Equity shares (i.e. 2%) in Open Market. Post selling of the shares, Acquirer is holding 156137102 Equity shares (i.e. 60.44%) of the Company and the overall shareholding of Promoter Group is 202836040 Equity shares (i.e. 78.52%) as on March 31, 2024.

Description of Reserve Security Premium

Security Premium is used to record the premium on the issue of shares / securities. This amount will be utilised in accordance with the provisions of the Companies Act, 2013

Capital Redemption Reserve

In accordance with applicable provisions of the Companies Act, 2013 read with the rules, Company has created Capital Redemption Reserve for capital redeemed by the Company and the same will be utilised in accordance with the provisions of the Companies Act, 2013

Retained earnings

Retained earnings are the profits that Company has earned till date less transferred to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans (net of taxes) that will not be reclassified to the Statement of Profit and Loss.

Note 35 - Financial instruments - Fair values and risk management A. Accounting classification and fair values

The management assessed that fair value of Cash and cash Equivalents, Bank Balances, Short Term Borrowings, Trade Payables, Floating rate Borrowings and Fixed rate Borrowings approximate their carrying amounts, except Trade Receivables, which are initially measured at transaction price.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

Ý Credit risk;

Ý Liquidity risk; and

Ý Market risk

i. Risk management framework

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company manages cash resources, borrowing strategies, and ensures compliance with market risk limits and policies.

Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The audit committee oversees compliance with the Company's risk management policies and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

ii. Credit risk

Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Company's receivables, treasury operations and other operations that are in the nature of lease

Cash and other bank balances

The Company maintains its Cash and cash equivalents and Bank deposits with banks with good past track record and high quality credit rating and also reviews their credit-worthiness on an on-going basis.

Trade receivables

The Company's exposure to credit risk is influenced mainly by individual characteristic of each customer. The Company extends credit to its customers in the normal course of business by considering the factors such as financial reliability of the customers. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets. The Company maintains adequate security deposits from the customers in case of wholesale and retail segment, credit risks are mitigated by way of enforceable securities. However, unsecured credits are extended based on creditworthiness of the customers on case to case basis.

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the Company and where there is a probability of default, the Company creates a provision based on Expected Credit Loss for trade receivables under simplified approach as below:

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company maintains sufficient lines of credit to commensurate its business.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company's income or the value of its holdings of financial instruments. Exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.

v. Currency risk

The functional currency of the Company is Indian Rupee. The Company is exposed to currency risk on account of its trade receivables, trade payables, borrowings and payables for capital goods in foreign currency. The Company has not used derivative financial instruments either for hedging purpose or for trading or speculative purposes except for forward contracts executed for LC opened in foreign currency.

Forward Exchange Contracts

There is no outstanding Derivatives for hedging currency.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars at March 31 would have affected the measurement of financial instruments denominated in US dollars and affected equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

vi. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. The Company adopts a policy to ensure that it achieves balance between fixed and floating rate.

Note 36 - Capital Management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

Note 37 - Contingent Liabilities

The claims against the Company not acknowledged as debt amount to ' 100.32 crore (March 31, 2023: ' 111.99 crore) excluding interest and penalty thereon as may be decided at the time of disposal of the claim. Against above, the Company has deposited a sum of ' 4.23 crore (March 31, 2023: ' 45.87 crore) with respective authorities as deposit.

Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for is ' 32.15 crore (March 31, 2023 is ' 11.61 crore).

Bank Guarantee outstanding ' 19.65 crore (March 31, 2023'13.97 crore) and Margin against Bank Guarantee ' NIL (March 31, 2023'11.24 crore)

Note 38 - Segment reporting

(a) Description of segments and principal activities

The principal business of the Company is manufacturing and sale of cement and cement related products. The Management Committee of the Company has been identified as the Chief Operating Decision Maker (CODM). The CODM evaluates the Company's performance, allocates resources based on analysis of the various performance indicators of the Company as a single unit. CODM have concluded that there is only one operating reportable segment as defined under IND AS 108 "Operating Segments”, i.e. Cement and Cement Related Products clinker which is considered to constitute one single primary segment.

The Company has taken certain assets on operating lease which are cancellable. During the year, Company has paid ' 0.89 crore (FY 22-23'1.03 crore) towards cancellable operating lease. There are no operating leases which are non cancellable.

That significant actuarial assumptions for the determination of the Defined Benefit Plans are discount rate, expected salary increase and mortality.

Discount rate is based on the prevailing market yields of Government of India securities as at Balance Sheet date for the estimated term of the obligations.

The estimates of future salary increase considered in actuarial valuation take account of inflation, seniority, promotion, and other relevant factors such as supply and demand in the employment market.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

Note 42

Balance of trade receivables, trade payables, advances and deposits are subject to confirmation and reconciliation, if any.

Note 43 - Research and Development Cost

During the year the Company has incurred ' Nil towards Research and Development.

Capital Expenditure ' NIL (Previous Year ' NIL)

Recurring Expenditure ' NIL (Previous Year ' 1.03 crore)

There is no principal and interest overdue to Micro and Small enterprises. During the year no interest has been paid to such parties. This information has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 45 - Disclosure as per Ind AS 116 ‘Leases'

Company as Lessee

The Company's lease asset class primarily consist of leases for Office premises and Plant and equipment.

(i) The following are the carrying amounts of lease liabilities recognised and the movements during the period:

The code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been noticed and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

In previous year, there are no exceptional items.

Notes:

i) During the period, Company has sold certain non - core immoveable properties. Profit on disposal of certain non - core immoveable properties amounting to ' 224.10 crore has been disclosed as exceptional items.

ii) During the period, the Company has made detailed review of its pending litigation & disputed matters. Based on such review, provision for probable contingencies amounting to ' 104.49 crore is made in the financials and same has been disclosed as exceptional items.

iii) One-time charges paid to lenders for prepayment of loans amounting to ' 88.42 crore has been disclosed as exceptional items.

iv) Interest on Custom Duty amounting to ' 13.72 crore has been disclosed as exceptional items.

Note 49 - Corporate Social Responsibility Expenses (CSR)

As per Section 135 of the Companies Act, 2013 read with guidelines issued by Department of Public Enterprises, GOI, the Company is required to spend, in every financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial years in accordance with its CSR Policy. The details of CSR expenses for the year are as under:

Note 50 - Additional disclosures as required under Schedule III of the Companies Act 2013.

1) Title deeds of all immovable properties are held in name of the Company as at March 31, 2024.

2) The Company does not hold any Investment Property in its books of accounts, so fair valuation of investment property is not applicable.

3) The Company has not revalued any of its Property, Plant & Equipment and including Right of use assets in the current year & previous year.

4) The Company has not granted any loans or advances to promoters, directors, KMP's and the related parties that are repayable on demand or without specifying any terms or period of repayment.

5) No proceedings have been initiated or pending against the Company under the Benami Transactions (Prohibition) Act,1988.

7) There are no charges or satisfaction which are to be registered with Registrar of Companies (ROC) beyond statutory period.

8) The Company has not been declared as a wilful defaulter by any bank or financial institution or any other lender.

9) The Company has filed quarterly returns or statements with the banks who have sanctioned working capital facilities, which are in agreement with the books of account except for cases where there were material differences.

*Excluding amount payables for post-production activities, project and long term Trade Payables as per the consistent practice followed by the Company and accepted by its lender.

10) The provisions of clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 are not applicable to the Company as per Section 2(45) of the Companies Act, 2013.

11) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

12) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

13) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961

14) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

15) There were no scheme of Arrangements approved by the competent authority during the year in terms of section 230 to 237 of the Companies Act, 2013.

Note 51 - Corresponding figures of previous year have been regrouped / rearranged wherever necessary to conform to the current year presentation.