Auditor Report of Nuvoco Vistas Corporation Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Nuvoco Vistas Corporation Limited ("the
Company"), which comprise the Balance Sheet as at March
31, 2025, and the Statement of Profit and Loss, including
Other Comprehensive Income, Statement of Changes in
Equity and Statement of Cash Flows for the year then ended,
and notes to the standalone financial statements, including
material accounting policy information and other explanatory
information (hereinafter referred to as the "standalone financial
statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 ("the Act'') in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015, as amended ("Ind
AS") and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,2025,
and profit (including other comprehensive income), changes in
equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the ''Auditor''s
Responsibilities for the Audit of the Standalone Financial
Statements'' section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ("ICAI") together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence obtained by
us is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the year ended March 31,
2025. These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our
report.

Sr. No	Key Audit Matters	How the Key Audit Matters was addressed in our audit
1	Recognition, Measurement and Presentation of Litigations,	Our audit procedures in respect of this area included but not limited
	Claims receivable and Contingent Liabilities:	to the following:
	(a) Claim receivable under the Industrial Promotional	1. Understood the process, evaluated the design and
	Assistance scheme related to Mejia Cement Plant:	implementation of controls and tested the operating
	The Company has an outstanding litigation with	effectiveness of the Company''s controls over the approval,
	respect to Claims receivable from Government	recording and re-assessment of uncertain legal positions,
	of West Bengal under the West Bengal Incentive	litigations, claims and contingent liabilities.
	Scheme 2004. Outstanding claim receivable as at	2. Obtained an understanding of the nature of litigations pending
	March 31,2025 amounts to '' 427.14 Crores (Gross)	against the Company by reading the minutes of the meetings
	In FY 2022-23, considering the lapse of time and	of Board of Directors and discussing the developments during
	uncertainty about the timing of the recovery of	the year for key litigations with Head of Legal and Compliance
	incentive amount, the Company has recorded a	and with other Senior Management personnel.
	provision for time value of money amounting to	3. Verified the completeness of the litigations and claims
	'' 238.22 crores determined on the basis of Expected	by examining, on a test check basis, the Company''s legal
	Credit Loss methodology as per Ind AS 109 ''Financial	expenses.
	Instruments''.	4. Evaluated management''s assessment of determination
	[Refer Note 55 to the standalone financial	of provision for time value of money determined on the
	statements].	basis of expected credit loss methodology, evaluated the
	(b) Contingent liabilities and other litigations:	reasonableness of expected credit loss amount and assessed
	The Company operates in multiple jurisdictions,	whether the requirements of applicable accounting principles
	exposing it to a variety of different laws, regulations,	have been complied.
	and interpretations thereof. In such an environment,	5. Involved our internal tax experts to challenge the Management
	there is an inherent risk of litigation.	judgement and rationale with respect to tax provisions not
	Further, the Company has disclosed significant	made in the books of account or disclosed as contingent
	open legal cases with respect to Competition	liability or cases where outflow of resources is remote and do
	Appellate Tribunal (COMPAT) [Refer Note 48(c) to	not warrant any disclosure.
	the standalone financial statements], and other	6. Read the correspondence from Court authorities and
	material contingent liabilities [Refer Note 48 to the	considered legal opinion obtained by the Management from
	standalone financial statements].	external law firms to evaluate the basis for recognition of fiscal

Sr.

Key Audit Matters

How the Key Audit Matters was addressed in our audit

Given the complexity and magnitude of potential
exposures to the Company, the assessment of the
existence of legal or constructive obligation and
analysis of the probability of the related outflow
of resources involves significant judgement by the
management.

Due to the level of judgement and uncertainty
involved in assessing and estimating the amounts of
fiscal incentive receivable, the amount of provisions
to be recognised towards contingent claims and the
related disclosure of contingent liabilities required as
per relevant standards, this is considered to be a key
audit matter.

incentives receivable and the basis for recognising expected
credit loss towards the contingent claims in the standalone
financial statements. We also tested the independence,
objectivity and competence of such management experts
involved.

7. Obtained direct legal confirmations for significant matters
from the law firms handling such matters to corroborate
management''s conclusions.

8. We also considered the adequacy and completeness of
the Company''s disclosures made in relation to litigations,
claims receivable and contingent liabilities as per applicable
accounting standards.

Revenue Recognition: Discounts and Rebates:

Refer to the disclosures related to Revenue recognition in
Note 39 to the standalone financial statements.

The Company records revenue net of such discounts
and rebates as required under Ind AS 115- Revenue from
contracts with customers. The Company sells cement in
various states through its dealers. The Company gives
various types of discounts and rebates to these dealers
through various scheme based on the market conditions
and competition.

Due to the Company''s presence across different marketing
regions within the country and the competitive business
environment, the estimation of the various types of
discounts and rebates to be recognized based on sales
made during the year is material and considered to be
judgmental and involve significant estimation by the
management, therefore this is considered to be a key
audit matter.

Our audit procedures, in respect of this matter included but not

limited to the following:

1. Verified whether accounting policy adopted by the Company
is in accordance with Ind AS 115 - Revenue from contracts
with customers.

2. Performed procedures to understand the process and assess
the design and implementation of and tested the operating
effectiveness of the controls on test check basis related to the
calculation, approval, recording and payments of rebates and
discounts and the estimates for the year end provisions in
accordance with the discount schemes approved by the Head
of Department.

3. Re-calculated the discounts and rebates for certain schemes
on test check basis to verify the estimated amount computed
by the management.

4. Verified on test check basis, the subsequent payments made
against the year-end provision and also verified the actual
payments made against the previous year provision to test
the reasonableness of the management estimation process.

5. Verified any reversal / utilisation of discounts and rebates
during the year and analysed the rationale for the same to
check the appropriateness of provisions.

6. Verified on a test check basis, manual journal entries posted
to revenue to identify unusual items and examining the
underlying documentation.

7. Verified the ageing for the discount payables under the
schemes outstanding at the year end.

8. Evaluated the appropriateness of the disclosures made in the
financial statement in relation to rebates and discounts as
required by applicable accounting standards.

Ready Mix Concrete Cash Generating Unit (RMX ''CGU'')
Goodwill annual impairment assessment:

The Company carries goodwill related to Ready Mix
Concrete Cash Generating Unit (''RMX'' CGU) in its
standalone balance sheet as at March 31, 2025. (Refer
Note 5 of the standalone financial statements).

Our key audit procedures, in respect of this matter included but not
limited to the following:

1. Obtained an understanding from the Management with
respect to processes and design and implementation of and
tested the operating effectiveness of the controls exercised by
the Company to perform annual impairment test related to
Goodwill.

2. Obtained the impairment analysis model from the
Management and reviewed their calculations and the basis of
their conclusions.

Sr.

Key Audit Matters

How the Key Audit Matters was addressed in our audit

units, the Company has applied significant judgment in
estimating future revenues, operating profit margins,
long-term growth rate and discount rates. The carrying
value of goodwill is tested annually for impairment.
The Company performed its annual impairment test of
goodwill and determined that there was no impairment.
Key assumptions concerning the impairment test are
disclosed in Note 5 to the standalone Ind AS financial
statements.

Due to the magnitude of the carrying value of goodwill
and significant judgments involved in performing
impairment test, this matter has been identified as Key
Audit Matter.

3. Verified the inputs used in the Model by examining the
underlying data and validating the future projections by
comparing past projections with actual results, including
discussions with management.

4. Assessed the reasonableness of the assumptions used and
appropriateness of the valuation methodology applied.
Tested the discount rate and long-term growth rates used in
the forecast including comparison to economic and industry
forecasts where appropriate.

5. Performed sensitivity analysis on the key assumptions to
assess potential impact of downside in the underlying cash
flow forecasts and assessed the possible mitigating actions
identified by the Management.

6. Compared the recoverable amount as determined by the
Management with the carrying amount of the RMX CGU
(including goodwill) to evaluate impairment, if any.

7. Assessed and validated the adequacy and appropriateness
of the disclosures made by the management is in accordance
with Ind AS 36 ''Impairment of Assets''.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL
STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the other
information. The other information comprises the Director''s
report and Management discussion and Analysis etc but does
not include the standalone financial statements and our auditor''s
report thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND BOARD
OF DIRECTORS FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company''s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true
and fair view of the financial position, financial performance,
changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India,
including the Accounting Standards specified under section
133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the standalone financial statement that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for assessing
the Company''s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the
Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and
to issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of
these standalone financial statements.

We give in "Annexure A" a detailed description of Auditor''s
responsibilities for Audit of the Standalone Financial Statements.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the
Act, we give in "Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books except
for the matters stated in the paragraph (h)(vi) below
on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and
Loss including other comprehensive income, the
Statement of Changes in Equity and the Statement of
Cash Flow dealt with by this Report are in agreement
with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors
are disqualified as on March 31, 2025 from being
appointed as a director in terms of Section 164 (2) of
the Act.

(f) The reservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph (b) above on reporting
under Section 143(3)(b) and paragraph h(vi) below on
reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure C"

(h) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements - Refer Note 48
& 55 to the standalone financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

iv. 1) The Management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

2) The Management has represented, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities (Funding Parties), with
the understanding, whether recorded in
writing or otherwise, as on the date of
this audit report, that the Company shall,
directly or indirectly, lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

3) Based on the audit procedures performed
that have been considered reasonable
and appropriate in the circumstances,
and according to the information and
explanations provided to us by the
Management in this regard nothing has
come to our notice that has caused us to
believe that the representations under
sub-clause (i) and (ii) of Rule 11(e) as
provided under (1) and (2) above, contain
any material mis-statement.

v. The Company has neither declared nor paid any
dividend during the year.

vi. Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility, except that audit trail feature was
enabled at the database level from July 3, 2024
in respect of an accounting software to log any
direct data changes as explained in Note 59 to
the financial statements.

Further, where enabled, audit trail feature has
operated for all relevant transactions recorded
in the accounting software. Also, during the
course of our audit, we did not come across
of any instance of audit trail feature being
tampered with in respect of such accounting
software. Additionally, the audit trail of prior

year has been preserved by the Company as per
the statutory requirements for record retention
to the extent it was enabled and recorded in
previous year.

3. In our opinion, according to information, explanations
given to us, the remuneration paid by the Company to
its directors is within the limits laid prescribed under
Section 197 read with Schedule V of the Act and the rules
thereunder.

For M S K A & Associates
Chartered Accountants

ICAI Firm Registration No. 105047W

Siddharth Iyer

Partner

Place: Chittorgarh Membership No. 116084

Date: May 1,2025 UDIN: 25116084BMNYBD1041

Mar 31, 2024

Nuvoco Vistas Corporation Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial statements of Nuvoco Vistas Corporation Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information (hereinafter referred to as the "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its profit including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Recognition, Measurement and Presentation of Litigations,

Claims receivable and Contingent Liabilities:

(a) Claim receivable under the Industrial Promotional Assistance scheme related to Mejia Cement Plant: The Company has an outstanding litigation with respect to Claims receivable from Government of West Bengal under the West Bengal Incentive Scheme 2004. Outstanding claim receivable as at March 31,2024 amounts to ''427.14 Crores (Gross)

In FY 2022-23, considering the lapse of time and uncertainty about the timing of the recovery of incentive amount, the Company has recorded a provision for time value of money amounting to ''238.22 crores determined on the basis of Expected Credit Loss methodology as per Ind AS 109 ''Financial Instruments''.

[Refer Note 55 to the standalone financial statements].

(b) Contingent liabilities and other litigations:

The Company operates in multiple jurisdictions, exposing it to a variety of different laws, regulations, and interpretations thereof. In such an environment, there is an inherent risk of litigation.

Further, the Company has disclosed significant open legal cases with respect to Competition Appellate Tribunal (COMPAT) [Refer Note 48(c) to the standalone financial statements], and other material contingent liabilities [Refer Note 48 to the standalone financial statements].

Our audit procedures in respect of this area included but not limited

to the following:

1. Understood the process, evaluated the design and implementation of controls and tested the operating effectiveness of the Company''s controls over the approval, recording and re-assessment of uncertain legal positions, litigations, claims and contingent liabilities.

2. Obtained an understanding of the nature of litigations pending against the Company by reading the minutes of the meetings of Board of Directors and discussing the developments during the year for key litigations with Head of Legal and Compliance and with other Senior Management personnel.

3. Verified the completeness of the litigations and claims by examining, on a test check basis, the Company''s legal expenses.

4. Evaluated management''s assessment of determination of provision for time value of money determined on the basis of expected credit loss methodology, evaluated the reasonableness of expected credit loss amount and assessed whether the requirements of applicable accounting principles have been complied.

5. Involved our internal tax experts to challenge the Management judgement and rationale with respect to tax provisions not made in the books of account or disclosed as contingent liability or cases where outflow of resources is remote and do not warrant any disclosure.

6. Read the correspondence from Court authorities and considered legal opinion obtained by the Management from

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Given the complexity and magnitude of potential exposures to the Company, the assessment of the existence of legal or constructive obligation and analysis of the probability of the related outflow of resources involves significant judgement by the management.

Due to the level of judgement and uncertainty involved in assessing and estimating the amounts of fiscal incentive receivable, the amount of provisions to be recognised towards contingent claims and the related disclosure of contingent liabilities required as per relevant standards, this is considered to be a key audit matter.

external law firms to evaluate the basis for recognition of fiscal incentives receivable and the basis for recognising expected credit loss towards the contingent claims in the standalone financial statements. We also tested the independence, objectivity and competence of such management experts involved.

7. Obtained direct legal confirmations for significant matters from the law firms handling such matters to corroborate management''s conclusions.

8. We also considered the adequacy and completeness of the Company''s disclosures made in relation to litigations, claims receivable and contingent liabilities as per applicable accounting standards.

Revenue Recognition: Discounts and Rebates:

Refer to the disclosures related to Revenue recognition in Note 39 to the standalone financial statements.

The Company records revenue net of such discounts and rebates as required under Ind AS 115- Revenue from contracts with customers. The Company sells cement in various states through its dealers. The Company gives various types of discounts and rebates to these dealers through various scheme based on the market conditions and competition.

Due to the Company''s presence across different marketing regions within the country and the competitive business environment, the estimation of the various types of discounts and rebates to be recognized based on sales made during the year is material and considered to be judgmental and involve significant estimation by the management, therefore this is considered to be a key audit matter.

Our audit procedures, in respect of this matter included but not

limited to the following:

1. Verified whether accounting policy adopted by the Company is in accordance with Ind AS 115 - Revenue from contracts with customers.

2. Performed procedures to understand the process and assess the design and implementation of and tested the operating effectiveness of the controls on test check basis related to the calculation, approval, recording and payments of rebates and discounts and the estimates for the year end provisions in accordance with the discount schemes approved by the Head of Department.

3. Re-calculated the discounts and rebates for certain schemes on test check basis to verify the estimated amount computed by the management.

4. Verified on test check basis, the subsequent payments made against the year-end provision and also verified the actual payments made against the previous year provision to test the reasonableness of the management estimation process.

5. Verified any reversal/ utilisation of discounts and rebates during the year and analysed the rationale for the same to check the appropriateness of provisions.

6. Verified on a test check basis, manual journal entries posted to revenue to identify unusual items and examining the underlying documentation.

7. Verified the ageing for the discount payables under the schemes outstanding at the year end.

8. Evaluated the appropriateness of the disclosures made in the financial statement in relation to rebates and discounts as required by applicable accounting standards.

Ready Mix Concrete Cash Generating Unit (RMX ''CGU'') Goodwill annual impairment assessment:

The Company carries goodwill related to Ready Mix Concrete Cash Generating Unit (''RMX'' CGU) in its standalone balance sheet as at March 31, 2024. (Refer Note 5 of the standalone financial statements).

In terms of Ind AS 36 ''Impairment of Assets'', the carrying amount of the RMX CGU (including goodwill) is compared with the recoverable amount of the RMX CGU. In determining the fair value/ value in use of RMX CGU units, the Company has applied significant judgment in estimating future revenues, operating profit margins,

Our key audit procedures, in respect of this matter included but not

limited to the following:

1. Obtained an understanding from the Management with respect to processes and design and implementation of and tested the operating effectiveness of the controls exercised by the Company to perform annual impairment test related to Goodwill.

2. Obtained the impairment analysis model from the Management and reviewed their calculations and the basis of their conclusions.

3. Verified the inputs used in the Model by examining the underlying data and validating the future projections by

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

long-term growth rate and discount rates. The carrying value of goodwill is tested annually for impairment. The Company performed its annual impairment test of goodwill and determined that there was no impairment. Key assumptions concerning the impairment test are disclosed in Note 5 to the standalone Ind AS financial statements.

Due to the magnitude of the carrying value of goodwill and significant judgments involved in performing impairment test, this matter has been identified as Key Audit Matter.

comparing past projections with actual results, including discussions with management.

4. Assessed the reasonableness of the assumptions used and appropriateness of the valuation methodology applied. Tested the discount rate and long-term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate.

5. Performed sensitivity analysis on the key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by the Management.

6. Compared the recoverable amount as determined by the Management with the carrying amount of the RMX CGU (including goodwill) to evaluate impairment, if any.

7. Assessed and validated the adequacy and appropriateness of the disclosures made by the management is in accordance with Ind AS 36 ''Impairment of Assets''.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the other information. The other information comprises the Board''s report and Management discussion and Analysis etc but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND BOARD OF DIRECTORS FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Management and Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

OTHER MATTERReport on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph (g)(vi) below on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under Section 143(3)(b) and paragraph h(vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 48 & 55 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (1) The Management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any

manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. Based on our examination, the Company has used an accounting software for maintaining its books of account during the year ended March 31 2024 which has a feature of recording audit trail (edit log) facility. However, the audit trail feature was not enabled at the database level during the year in respect of the accounting software to log any direct data changes as described in Note 60 to the Standalone Financial Statements.

Further, the audit trail facility has been operated throughout the year for all relevant transactions recorded in the accounting software except at the database level, as stated above.

Further, during the course of our examination, we did not come across any instance of the audit trail feature being tampered with in the accounting software.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Siddharth Iyer

Partner

Place: Mumbai Membership No. 116084

Date: April 30, 2024 UDIN: 24116084BKCOAJ9790

Mar 31, 2023

Nuvoco Vistas Corporation Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial statements of Nuvoco Vistas Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Recognition, Measurement and Presentation of Litigations, Claims receivable and Contingent Liabilities:

a) Claim receivable under the Industrial Promotional Assistance scheme related to Mejia Cement Plant:

The Company has an outstanding litigation with respect to Claims receivable from Government of West Bengal under the West Bengal Incentive Scheme 2004. Outstanding claim receivable as at March 31,2023 amounts to ? 427.14 Crores (Gross)

In current year, considering the lapse of time and uncertainty about the timing of the recovery of incentive amount, the Company on a conservative basis has recorded a provision for time value of money amounting to ? 238.22 crores determined on the basis of Expected Credit Loss methodology as per Ind AS 109 ''Financial Instruments''.

[Refer Note no. 62 to the standalone financial statements].

b) Contingent liabilities and other litigations:

The Company operates in multiple jurisdictions, exposing it to a variety of different laws, regulations, and interpretations thereof. In such an environment, there is an inherent risk of litigation.

Further, the Company has disclosed significant open legal cases with respect to Competition Appellate Tribunal (COMPAT) [Refer Note 49(iii) to the standalone financial statements], and other material contingent liabilities [Refer Note 49 to the standalone financial statements]. Given the complexity and magnitude of potential exposures to the Company, the assessment of the existence of legal or constructive obligation and analysis of the probability of the related outflow of resources involves significant judgement by the management.

Our audit procedures in respect of this area included but not

limited to the following:

3. Verified the completeness of the litigations and claims by examining, on a test check basis, the Company''s legal expenses.

6. Read the correspondence from Court authorities and considered legal opinion obtained by the Management from external law firms to evaluate the basis for recognition of fiscal incentives receivable and the basis for recognising expected credit loss towards the contingent claims in the standalone financial statements. We also tested the

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
	Due to the level of judgement and uncertainty involved in assessing and estimating the amounts of fiscal incentive receivable, the amount of provisions to be recognised towards contingent claims and the related disclosure of contingent liabilities required as per relevant standards, this is considered to be a key audit matter.	independence, objectivity and competence of such management experts involved. 7. Obtained direct legal confirmations for significant matters from the law firms handling such matters to corroborate management''s conclusions. 8. We also considered the adequacy and completeness of the Company''s disclosures made in relation to litigations, claims receivable and contingent liabilities as per applicable accounting standards.
2	Revenue Recognition: Discounts and Rebates: Refer to the disclosures related to Revenue recognition in Note 40 to the standalone financial statements. The Company records revenue net of such discounts and rebates as required under Ind AS 115- Revenue from contracts with customers. The Company sells cement in various states through its dealers. The Company gives various types of discounts and rebates to these dealers through various scheme based on the market conditions and competition. Due to the Company''s presence across different marketing regions within the country and the competitive business environment, the estimation of the various types of discounts and rebates to be recognised based on sales made during the year is material and considered to be judgmental and involve significant estimation by the management, therefore this is considered to be a key audit matter.	Our audit procedures, in respect of this matter included but not limited to the following: 1. Verified whether accounting policy adopted by the Company is in accordance with Ind AS 115 - Revenue from contracts with customers. 2. Performed procedures to understand the process and assess the design and implementation of and tested the operating effectiveness of the controls on test check basis related to the calculation, approval, recording and payments of rebates and discounts and the estimates for the year end provisions in accordance with the discount schemes approved by the Head of Department. 3. Re-calculated the discounts and rebates for certain schemes on test check basis to verify the estimated amount computed by the management. 4. Verified on test check basis, the subsequent payments made against the year-end provision and also verified the actual payments made against the previous year provision to test the reasonableness of the management estimation process. 5. Verified any reversal/ utilisation of discounts and rebates during the year and analysed the rationale for the same to check the appropriateness of provisions. 6. Verified on a test check basis, manual journal entries posted to revenue to identify unusual items and examining the underlying documentation. 7. Verified the ageing for the discount payables under the schemes outstanding at the year end. 8. Evaluated the appropriateness of the disclosures made in the financial statement in relation to rebates and discounts as required by applicable accounting standards.
3	Ready Mix Cash Generating Unit (RMX ''CGU'') Goodwill annual impairment assessment: The Company carries goodwill related to Ready Mix Cash Generating Unit (''RMX'' CGU) in its standalone balance sheet as at March 31,2023. (Refer Note 5 of the standalone financial statements). In terms of Ind AS 36 ''Impairment of Assets'', the carrying amount of the RMX CGU (including goodwill) is compared with the recoverable amount of the RMX CGU. In determining the fair value/ value in use of RMX CGU units, the Company has applied significant judgment in estimating future revenues, operating profit margins, long-term growth rate and discount rates. The carrying value of goodwill is tested annually for impairment. The Company performed its annual impairment test of goodwill and determined that there was no impairment. Key assumptions concerning the impairment test are disclosed in Note 5 to the standalone Ind AS financial statements.	Our key audit procedures, in respect of this matter included but not limited to the following: 1. Obtained an understanding from the Management with respect to processes and design and implementation of and tested the operating effectiveness of the controls exercised by the Company to perform annual impairment test related to Goodwill. 2. Obtained the impairment analysis model from the Management and reviewed their calculations and the basis of their conclusions. 3. Verified the inputs used in the Model by examining the underlying data and validating the future projections by comparing past projections with actual results, including discussions with management. 4. Assessed the reasonableness of the assumptions used and appropriateness of the valuation methodology applied.

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Due to the magnitude of the carrying value of goodwill and significant judgments involved in performing impairment test, this matter has been identified as Key Audit Matter.

Tested the discount rate and long term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate.

5. Performed sensitivity analysis on the key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by the Management.

6. Compared the recoverable amount as determined by the Management with the carrying amount of the RMX CGU (including goodwill) to evaluate impairment, if any.

7. Assessed and validated the adequacy and appropriateness of the disclosures made by the management is in accordance with Ind AS 36 ''Impairment of Assets''.

Deferred Tax credit recognised in the Statement of Profit and Loss to the standalone financial statements:

Section 115BAA of the Income Tax Act, 1961, provides an option to an Assessee of paying Income Tax at reduced rates. As the Company has accumulated MAT credit entitlement available for utilisation, the Company had opted for and recorded current tax expenses as per the existing tax structure. The Company has measured its net deferred tax liabilities by applying the tax rates, as are expected to be applicable, at the time of its reversal in future. The impact of this change amounting to ? 354.47 Cr is included in the deferred tax line item in the statement of profit and loss for the year ended March 31,2023.

Due to the judgements involved in management''s assessment of when the company is expected to move to the new tax regime and considering that the likely impact on its Deferred Tax is material to the standalone financial statements, this is considered to be a key audit matter. [Refer Note 41 to the Standalone Financial Statement].

Our key audit procedures, in respect of this matter included but

not limited to the following:

1. Understood and evaluated the design and tested the operating effectiveness of the Company''s controls over preparation of forecasts.

2. Assessed the reasonableness and appropriateness of the assumptions used in the forecast, which has been prepared for the purpose of assessing when the company is expected to move to the new tax regime.

3. Performed a sensitivity analysis over the assumptions used in determining the future forecasted profit.

4. Tested the mathematical accuracy of re-measured amount of deferred tax balance.

5. Evaluated the appropriateness of the disclosures made in the standalone financial statement as required by applicable accounting standards.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Company''s annual report but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true

and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C"

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 49 & 62 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. 1) The Management has represented that,

to the best of it''s knowledge and belief, as disclosed in the Note 56 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

2) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 56 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (1) and (2) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

3. In our opinion, according to information and explanations given to us, the remuneration paid by the Company to its Managing Director for the year ended March 31, 2023 has exceeded the limits prescribed under Section 197 read with Schedule V of the Act and rules thereunder by ? 4.97 crore. As informed to us by the management and as stated in Note 43 of the standalone financial statements, the management of the Company intends to seek requisite approvals of the shareholders at the ensuing annual general meeting.

For M S K A & Associates Chartered Accountants ICAI Firm Registration No. 105047w

Siddharth Iyer Partner

Place: Mumbai Membership No. 116084

Date: May 09, 2023 UDIN: 23116084BGYOMM5510

Mar 31, 2022

NUVOCO VISTAS CORPORATION LIMITEDReport on the Audit of the Standalone Financial StatementsOpinion

We have audited the standalone financial statements of Nuvoco Vistas Corporation Limited ("the Company"), which comprise the standalone balance Sheet as at March 31, 2022, and the standalone statement of profit and loss, standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements")

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as

at March 31, 2022, and profit, changes in equity and its cash flows forthe year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KeyAudit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Recognition, Measurement and Presentation of Litigations, Claims and Contingent Liabilities:

a) Claim receivable under the Industrial Promotional Assistance scheme related to Mejia Cement Plant:

b) Contingent liabilities and other litigations:

The Company operates in multiple jurisdictions, exposing it to a variety of different laws, regulations, and interpretations thereof. In such an environment, there is an inherent risk of litigation.

Ouraudit procedures in respect of this area included:

1. We understood the processes, evaluated the design and implementation of controls and tested the operating effectiveness of the Companyâs controls over the recording and re-assessment of uncertain legal positions, litigations, claims and contingent liabilities.

2. We obtained an understanding of the nature of litigations pending against the Company by reading the minutes of the Board of Directors meetings and discussing the developments during the year for key litigations with Head of Legal and Compliance and other Senior Management personnel.

3. Verified the completeness of the litigations and claims by examining, on a sample basis, the Companyâs legal expenses.

4. Involved our internal tax experts to challenge management decisions and rationale with respect to provisions not made in the books of account or disclosed as contingent liability or cases which are remote and do not warrant any disclosure.

Sr.

KeyAudit Matter

How the Key Audit Matter was addressed in our audit

Given thecomplexityandmagnitudeof potential exposures to the Company, the assessment of the existence of legal or constructive obligation and analysis of the probability of the related outflow of resources involves significant judgement by the management.

Due to the level of judgement relating to recoverability of fiscal incentive, recognition of provisions and disclosure of contingent liabilities, this is considered to be a key audit matter.

5. We read the correspondence from Court authorities and considered legal opinion obtained by the Management from external law firms to evaluate the basis for not recognising any provision in the standalone financial statements. We also tested the independence, objectivity and competence of such management experts involved.

6. We also obtained direct legal confirmations for significant matters from the law firms handling such matters to corroborate managementâs conclusions.

7. For those matters where Management concluded that no provision should be recorded, we also considered the adequacy and completeness of the Companyâs disclosures made in relation to litigations, claims and contingent liabilities.

Revenue Recognition: Discounts and Rebates:

Refer to the disclosures related to Revenue recognition in Note 44 to the standalone financial statements.

The Company records revenue net of such discounts and rebates as required under Ind AS 115- Revenue from contracts with customers. The Company sells cement in various states through its dealers. The Company gives various types of discounts and rebates to these dealers through various scheme based on the market conditions and competition.

Due to the Companyâs presence across different marketing regions within the country and the competitive business environment, the estimation ofthe various types of discounts and rebates to be recognized based on sales made during the year is material and considered to be judgmental and involve significant estimation bythe management, therefore this is considered to be a key audit matter.

Our key audit procedures, in respect of this matter are

described below:

1. Verified whether accounting policy adopted by the Company is in accordance with Ind AS 115 - Revenue from contracts with customers.

2. Performed procedures to assess whether the design, implementation and operating effectiveness of the controls related to the approval, recording, calculation and payments of rebates and discounts and the estimates for the year end provisions are in accordance with the discount schemes approved by the Head of Department.

3. Recalculated the discounts for certain schemes on test check basis.

4. Verified on test check basis the subsequent payments made against the year-end provision and also verified the actual pay-outs made against the previous year provision to test the reasonableness of the management estimation process.

5. Verified any reversal/ utilisation of discounts and rebates during the year and analysed the rationale for the same.

6. Verified the ageing for the discount payables under the schemes outstanding at the year end.

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Ready Mix Cash Generating Unit (RMX âCGUâ) Goodwill annual impairmentassessment:

The Company carries goodwill related to âRMXâ CGU in its standalone balance sheet as at March 31, 2022. (Refer Note 4 ofthe standalone financial statements).

In terms with Ind AS 36 âImpairment of Assetsâ, the carrying amount of the RMX CGU (including goodwill) is compared with the recoverable amount of the RMX CGU. In determining the fair value/value in use of RMX CGU units, the Company has applied judgment in estimating future revenues, operating profit margins, long-term growth rate and discount rates. The carrying value of goodwill is tested annually for impairment. The Company performed its annual impairment test of goodwill and determined that there was no impairment. Key assumptions concerning the impairment test are disclosed in Note 4 to the standalone Ind AS financial statements.

Due to the significance of the carrying value of goodwill and judgment involved in performing impairment test, this matter was considered significant to our audit.

Our key audit procedures, in respect of this matter are

described below:

1. Obtained an understanding from the management with respect to process and controls followed by the Company to perform annual impairment test related to goodwill.

2. Evaluated the objectivity and independence of the specialist engaged by the Company and reviewed the valuation reports issued by such specialist.

3. Tested the inputs used in the Model by examining the underlying data and validating the future projections by comparing past projections with actual results, including discussions with management.

4. Assessed the reasonableness of the assumptions used and appropriateness of the valuation methodology applied. Tested the discount rate and long term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate.

5. Performed sensitivity analysis on these key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by management.

6. Compared the recoverable amount as determined by the management with the carrying amount ofthe RMX CGU (including goodwill) to evaluate impairment if any.

7. Assessed and validated the adequacy and appropriateness of the disclosures made by the management is in accordance with Ind AS 36.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Companyâs Board of Directors is responsible forthe other information. The other information comprises the information included in the Companyâs annual report but does not include the standalone financial statements and our auditorâs report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness

security or the like on behalf of the Ultimate Beneficiaries;

2) The Management has represented that, to the best of itâs knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.

of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A" a detailed description of Auditorâs responsibilities for Audit of the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) ofthe Act, we reportthat:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination ofthose books.

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis ofthe written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 49 and 69 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. 1) The Management has represented

that, to the best of itâs knowledge and belief, as disclosed in the Note 59 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee,

come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (1) and (2) above, contain anymaterial mis-statement,

v. The Company has neither declared nor paid any dividend during the year.

3. As required by The Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

ForMSKA& Associates Chartered Accountants ICAI Firm Registration No. 105047WSiddharth Iyer PartnerMembership No. 116084 Place: Mumbai UDIN: 22116084AJIHNJ5875

Date: May 20, 2022

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