Notes to Accounts of Nuvoco Vistas Corporation Ltd.

Mar 31, 2025

q) Provisions, Contingent liabilities, Contingent
assets and Commitments:

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation and a reliable estimate can be
made of the amount of the obligation.

When the Company expects some or all of a provision
to be reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a
separate asset, but only when the reimbursement is
virtually certain. The expense relating to a provision
is presented in the statement of profit and loss net of
any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to
the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised
as a finance cost.

Contingent liability is disclosed in the case of:

1. A present obligation arising from the past
events, when it is not probable that an outflow
of resources will be required to settle the
obligation;

2. A present obligation arising from the past
events, when no reliable estimate is possible;

3. A possible obligation arising from the past
events, unless the probability of outflow of
resources is remote.

Commitments include the amount of purchase order
(net of advances) issued to parties for completion of
assets.

Provisions, contingent liabilities, contingent assets
and commitments are reviewed at each balance sheet
date.

r) Earnings per share

Basic earnings per share are calculated by dividing
the net profit for the year attributable to equity
shareholders by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating diluted earnings per
share, the profit or loss for the year as adjusted for
dividend, interest and other charges to expense or
income (net of any attributable taxes) relating to the
dilutive potential equity shares attributable to equity
shareholders and the weighted average number of
shares outstanding during the year is adjusted for the
effects of all dilutive potential equity shares.

s) Operating Segment

Operating segments are those components of the
business whose operating results are regularly
reviewed by the chief operating decision making body
in the Company to make decisions for performance
assessment and resource allocation. The reporting of
segment information is the same as provided to the
management for the purpose of the performance
assessment and resource allocation to the segments.
The accounting policies adopted for segment
reporting are in line with the accounting policies of
the Company. Segment revenue, segment expenses,
segment assets and segment liabilities have
been identified to segments on the basis of their
relationship to the operating activities of the segment.
Inter Segment revenue is accounted on the basis of
transactions which are primarily determined based on
market / fair value factors. Revenue, expenses, assets
and liabilities which relate to the Company as a whole
and are not allocated to segments on a reasonable
basis have been included under "unallocated revenue
/ expenses / assets / liabilities".

t) Fair value measurement

The Company measures financial instruments, such as
derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:

1. In the principal market for the asset or liability,
Or

2. In the absence of a principal market, in the most
advantageous market for the asset or liability.

The principal or the most advantageous market must
be accessible by the Company.

The fair value of an asset or a liability is measured
using the assumptions that market participants would
use when pricing the asset or liability, assuming
that market participants act in their economic best
interest.

The Company uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured
or disclosed in the Standalone Financial Statements
are categorised within the fair value hierarchy,
described as follows, based on the lowest level input
that is significant to the fair value measurement as a
whole:

1. Level 1 — Quoted (unadjusted) market prices in
active markets for identical assets or Liabilities.

2. Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is directly or indirectly
observable.

3. Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is unobservable.

For assets and liabilities that are recognised in the
Standalone Financial Statements on a recurring
basis, the Company determines whether transfers
have occurred between levels in the hierarchy by re¬
assessing categorisation (based on the lowest level
input that is significant to the fair value measurement
as a whole) at the end of each reporting period.

u) Current and non-current classification

The Company presents assets and liabilities in
the balance sheet based on current / non-current
classification. An asset is treated as current when it is:

1. Expected to be realised or intended to be sold or
consumed in normal operating cycle;

2. Held primarily for the purpose of trading;

3. Expected to be realised within twelve months
after the reporting period,

Or

4. Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability
for at least twelve months after the reporting
period.

All other assets are classified as non-current.

A liability is current when:

1. It is expected to be settled in normal operating
cycle;

2. It is held primarily for the purpose of trading;

3. It is due to be settled within twelve months after
the reporting period,

Or

4. There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.

All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non¬
current assets and liabilities.

The operating cycle is the time between the acquisition
of assets for processing and their realisation in cash
and cash equivalents. The Company has identified
twelve months as its operating cycle.

v) Exceptional items

An item of income or expense which based on its
size, nature or incidence requires separate disclosure
in order to improve an understanding of the
performance of the Company is disclosed separately
as an exceptional item in the Standalone Financial
Statements.

w) Rounding off

All amounts disclosed in the Standalone Financial
Statements and notes have been rounded off to the
nearest crore as per the requirements of Schedule III,
unless otherwise stated. Any amount appearing as
'' 0.00 represents amount less than '' 50,000.

x) Significant estimates and judgments

The preparation of the Company''s Standalone
Financial Statements requires management to make
judgments, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures, and
the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result
in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected in
future periods.

The estimates and assumptions that may have a
significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the
next financial period are described below:

(a) Impairment of Goodwill

Determining whether goodwill is impaired
requires an estimation of the value-in-use of
the cash generating units to which goodwill
has been allocated. The value-in-use calculation
requires the management to estimate the future
cash flows expected to arise from the cash¬
generating unit and a suitable discount rate
in order to calculate present value. Where the
actual future cash flows are less than the carrying
amount, a material impairment loss may arise.

(b) Legal & tax matters and contingent liabilities

Various litigations and claims related to Company
are assessed primarily by the management
and also in certain cases by with the support of
the relevant external advice. Financial impact
related to such provision for legal & tax matters,
as well as disclosure of contingent liabilities,
require judgment and estimations.

(c) Revenue recognition

The Company provides various discounts to the
customers. The methodology and assumptions
used to estimate the same are monitored and
adjusted regularly in the light of contractual
and legal obligations, historical trends, past
experience and projected market conditions.

(d) Government Grants

Government grants are recognised where
there is reasonable assurance that the grant
will be received and all attached conditions will
be complied with. Assessment of unfulfilled
conditions and other contingencies attaching to
government assistance that has been recognised
require judgment and estimations.

(e) Defined benefit plan

The cost of the defined benefit gratuity plan and
the present value of the gratuity is determined
using actuarial valuations. An actuarial valuation
involves making various assumptions that may
differ from actual developments in the future.
These include the determination of the discount
rate, future salary increases and mortality rates.
Due to the complexities involved in the valuation
and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at
each reporting date.

(f) Mines restoration obligation

In determining the mines restoration obligation,
assumptions and estimates are made in relation
to discount rates, the expected cost of mines
restoration and the expected timing of those
costs.

(g) Useful Lives of Property, Plant & Equipment
and Intangible Assets:

The Company uses its technical expertise
along with historical and industry trends for
determining the economic life of an asset /
component of an asset. The useful lives are
reviewed by management periodically and
revised, if appropriate. In case of a revision, the
unamortised depreciable amount is charged
over the remaining useful life of the assets.

y) New and amended standards

Ministry of Corporate Affairs ("MCA") notifies new
standard or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. During the year,
MCA vide notification dated September 9, 2024 and
September 20, 2024 notified the Companies (Indian
Accounting Standard) Second Amendment Rules,
2024 and Companies (Indian Accounting Standards)
Third amendment Rule, 2024 respectively which
amended / notified certain accounting standards and
are effective for annual reporting periods beginning
on or after April 01,2024:

- Insurance Contract - Ind AS 117 and

- Lease Liability in Sale and Leaseback -
Amendment to Ind AS 116.

These amendments did not have any impact on
the amount recognised in prior periods and are not
expected to significantly affect the current or future
periods.

i. Cement CGU

In FY 2024-25, the Company and its wholly owned Subsidiary together has undertaken the unification of their operating,
accounting and financial reporting process with the objective of achieving synergies in procurement, logistics, production,
cross-sales and other workstreams. The above reorganisation of the reporting structures changed the composition of
cash-generating units to which goodwill has been allocated, resulting in the entire goodwill arising from various cement
acquisitions mentioned above being allocated to one Cement CGU (which also represents a separate operating segment).
The revised allocation of goodwill:

a) represents the lowest level at which goodwill is monitored for internal management purposes and,

b) is not larger than an operating segment.

The recoverable amount of the Cement CGU has been determined based on a value in use approach. The projected cash
flows have been updated to reflect the demand for Cement. The pre-tax discount rate applied to cash flow projections for
impairment testing during the year ended March 31,2025 was 14.30% [March 31,2024: 14.94% (NVCL Cement CGU)]. Cash
flows beyond the five-year period are extrapolated using a 2% (March 31,2024: 2%) growth rate that is the same as the long¬
term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash
generating unit hence there is no impairment.

ii. Ready Mix (RMX) CGU

The recoverable amount of the Ready Mix CGU has been determined based on a value in use approach. The projected cash
flows have been updated to reflect the demand for Ready mix. The pre-tax discount rate applied to cash flow projections for
impairment testing during the year ended March 31,2025 was 13.56% (March 31,2024: 15.17%). Cash flows beyond the five-
year period are extrapolated using a 4% (March 31,2024: 4%) growth rate that is the same as the long-term average growth
rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash generating unit
hence there is no impairment.

Key assumptions used for value in use calculations

The calculation of value in use for both units is most sensitive to the following assumptions:

(1) Revenue growth rate

(2) Discount rate

Revenue Growth rate - Management estimates the revenue growth rates for respective CGU to which goodwill is allocated are
based on past performance, industry growth forecasts and expectations on demand conditions.

Discount rate - Management estimates discount rates using pre-tax rates that reflect current market assessment of the risks
specific to the CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not
been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company
and its wholly owned Subsidiary''s CGUs / operating segments and is derived from its weighted average cost of capital.

Sensitivity to changes in assumptions

The Company and its wholly owned Subsidiary together has also performed sensitivity analysis calculations on the assumptions
used to determine the value in use for the purpose of impairment testing and based on the analysis results have concluded that,
given the headroom that exists, there is no significant risk that the carrying value of goodwill will exceed its value in use.

| INVESTMENTS (NON-CURRENT) (Contd.)

Notes:

(a) During the previous year, the Board of Directors of the Company at their meeting held on March 22, 2024, had approved
the conversion of unsecured loan and accrued interest thereon totalling to
'' 1,229.50 crores outstanding as on that date,
receivable from its unlisted Material Wholly Owned Subsidiary, NU Vista Limited (''NVL''), into 8,78,21,277 equity shares of face
value of
'' 10 / - each at a fair value of '' 140 / - per equity share. After settling the balance (fractional) amount of the unsecured
loan, the equity shares have been allotted by NVL to the Company on March 22, 2024. The Company continues to hold 100%
of the paid-up equity share capital of NVL and the above new equity shares shall rank pari passu with the existing equity
shares of NVL.

(b) The Hon''ble National Company Law Tribunal, Mumbai Bench ("NCLT"), has placed on its website on April 03, 2025, its order
dated April 01,2025, approving the resolution plan ("Plan Approval Order") submitted by Nuvoco Vistas Corporation Limited
(the "Company") in the corporate insolvency resolution process of Vadraj Cement Limited ("VCL") in terms of the Insolvency
and Bankruptcy Code, 2016 ("Resolution Plan"). The acquisition of VCL will be undertaken by the Company through the
implementing entity viz. Vanya Corporation Private Limited ("Vanya"), a wholly owned subsidiary of the Company. The
implementation steps as specified in the Resolution Plan are under progress. Subsequently, Vanya will be merged with VCL,
as per the terms and conditions of the Resolution Plan and post the merger, VCL will become the wholly owned subsidiary of
the Company.

(c) The Ministry of coal had allotted a coal block in the state of Maharashtra to a consortium in which the Company is a member.
The Company plans to carry out mining activities through Wardha Vaalley Coal Field Private Limited, a Joint Venture Company
incorporated in India as a special purpose vehicle. The Company''s ownership in the Joint Venture Company is 19.14%. The
other owners in the Joint Venture Company being 1ST Steel & Power Limited (53.59%) and Ambuja Cements Limited (27.27%).
In prior years, the allotment of the coal block has been cancelled, and the Joint Venture Company has been show caused for
allegedly not achieving the progress milestones in the development of the mine. Deallocation of the coal block has been
challenged before the Hon''ble Delhi High Court and the matter is sub-judice. The guarantees given by the Joint Venture
Company has also been sought to be invoked but the same has been stayed by the Hon''ble Delhi High Court subject to the
guarantee being kept alive. The Ministry of Coal vide its order dated November 09, 2023 has reduced the penalty to the extent
of
'' 1.55 crores, subject to the outcome of the pending writ petition before Delhi High Court . The High court vide its order
dated April 16, 2025 allowed the JV partners to furnish individual bank guarantees totalling to
'' 1.55 crores in the respective
ownership proportions. The case is posted for next hearing on August 08, 2025.

Nature and purpose of reserve

A - Capital Reserve, Capital reserve on amalgamation, Capital reserve on merger and amalgamation reserve

The aforesaid reserves were created to record excess of net assets taken over pursuant to amalgamation and merger transaction
undertaken by the company.

B - Debenture Redemption Reserve

The Company has issued non-convertible debentures. The Companies (Share capital and Debentures) Rules, 2014 (as amended)
as well as the amendment in the Companies (Specification of definitions details) Rules, 2014 vide notification dated February 19,
2021 requires the company to create Debenture Redemption Reserve (DRR) out of profits available for payment of dividend. DRR is
required to be created for an amount which is equal to 10% of the value of debentures issued. Accordingly, DRR has been created
over a tenure of the debenture.

C - Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable
forecast transactions. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated
as cash flow hedges. To the extent these hedge are effective; the change in fair value of hedging instrument is recognised in the
cash flow hedging reserve. Amount recognised in the cash flow hedging reserve is reclassified to profit or loss when hedged item
affects profit or loss.

D - Securities premium

Securities premium is created to record the premium on issue of shares. The balance is utilised in accordance with the provisions
of the Companies Act, 2013.

E - Capital redemption reserve

Capital redemption reserve was created by transferring profits from retained earnings. The balance will be utilised in accordance
with the provisions of the Companies Act, 2013.

F - General reserve

The general reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.

G - Statutory Reserve under Section 45IC of RBI Act

Statutory Reserve under section 45IC of RBI Act was created by transferring profits as per the rules stated therein when the
Company was registered as a Non Banking Financial Company (NBFC).

H - Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, debenture redemption
reserve. Retained earnings include remeasurement (loss) / gain on defined benefit plans net of taxes that will not be reclassified to
Statement of Profit and Loss. Retained earnings is a free reserve available to the Company.

Note: 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 has opted for and recorded current tax
expenses as per the existing tax structure. However, 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.

| EMPLOYEE BENEFITS

The Company contributes to the following post-employment benefit plans

(i) Defined Contribution Plans:

The Company makes contributions towards provident fund, superannuation fund and pension scheme to a defined
contribution plans for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of
payroll cost to the retirement contribution plan to fund the benefits.

The Company recognised ? 5.65 crores (March 31,2024: ? 5.97 crores) for superannuation contribution, ? 21.91 crores (March
31,2024: ? 21.56 crores) for provident fund contribution and ? 8.90 crores (March 31,2024: ? 8.01 crores) for pension fund in
the Statement of Profit and Loss.

The contributions made to the above plans by the Company are at rates specified in the rules of the respective plans.

(ii) Defined Benefit Plan:

A. The Company makes annual contributions to HDFC Group Unit Linked Plan, a funded defined benefit plan for qualifying
employees. The scheme provides for payment as under:

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity
Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity
were carried out as at March 31, 2025. The present value of the defined benefit obligations and the related current
service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the defined benefit
plan and the amounts recognised in the financial statements as at balance sheet date:

Notes:

i. Provision for site restoration

The Company provides for the expenses to reclaim the quarries used for mining. The total estimate of reclamation expenses
is apportioned over the life of the operation through depreciation of the assets and unwinding of discount on the provision.
Mines reclamation expenses are incurred on an ongoing basis and until the closure of the mine. The actual expenses may vary
based on the nature of reclamation and the estimate of reclamation expenditure.

ii. Provision for dealer discount

The provision for discounts is on account of various promotion and incentive schemes proposed to be announced for dealers
in respect of products sold by the Company. The provision is based on the historic data / estimated figures of discounts passed
on. The timing and amount of the cash flows that will arise will be determined as and when these schemes are formalised and
pay-offs approved by the management.

iii. Provision for indirect taxes and litigations

Provision for indirect tax and litigations includes disputed cases of GST, excise duty, value added tax, sales tax, entry tax and
other disputed legal cases.

iv. Provision for contractors'' charges

Provision for contractors'' charges pertains to gratuity amount payable by contractor to its employees which as per the terms
of the contract shall be reimbursed by the Company.

| FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (Contd.)

B. Financial risk management - objectives and policies

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

¦ Credit risk

¦ Liquidity risk, and

¦ Market risk

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s
primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company''s
risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to
set appropriate risk limits and controls, and to monitor such risks and compliance with same. Management risk assessment policies
and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors
and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

(i) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations. The Company''s exposure to credit risk is determined by the individual characteristics and
specifications of each customer. The profile of the customer, including the market risk of the industry has an influence on
credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring
the credit worthiness of customers to whom the Company grants credit terms in the normal course of business. For Summary
of the Company''s exposure to credit risk by age of the outstanding from various customers (Refer note: 12)

The Company has no significant concentration of credit risk with any counterparty outside the group.

Expected credit loss assessment for trade receivables

Trade receivables consist of large number of customers. Exposures to customers outstanding at the end of each reporting
period are reviewed by the Company to determine credit losses. Historical trends of impairment of trade receivables do not
reflect any significant credit losses. As per simplified approach, the Company makes provision of expected credit losses on
trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provision at each
reporting date wherever outstanding is for longer period and involves higher risk.

As per policy, receivables are classified into different buckets based on the overdue period ranging from 6 months to more
than three years. There are different provisioning norms for each bucket which are ranging from 50% to 100%.

Cash and bank balances

The Company held cash and bank balances with credit worthy banks and financial institutions. The credit worthiness of such
banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company
manages its liquidity risk by ensuring, that it always have sufficient liquidity to meet its liabilities when due, under both
normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation.

The Company has obtained both fund based and non-fund based working capital loans from various banks. The Company
also constantly monitors, as and when required, funding options available in the debt and capital markets with a view to
maintain financial liquidity. The Company enjoys AA and A1 ratings from CRISIL on long term and short term facilities from
banks respectively, indicating very strong degree of safety regarding timely payment of financial obligations and carries
lowest credit risk.

The table below analyses the Company''s non-derivative financial liabilities into relevant maturity groupings based on their
contractual maturities (undiscounted basis).

(iii) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest
rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is
attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables,
payables and borrowings. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest
rate risk.

(a) Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates.

Considering economic environment in which the Company operates, its operations are subject to risks arising from
fluctuation in exchange rates in those countries. The risks primarily relate to fluctuations in the foreign exchange rates
of USD, EURO & GBP, on account of payables to foreign suppliers, for import of coal, petcoke, gypsum and spares.

The Company, as per its risk management policy, uses foreign exchange forward contracts to hedge foreign exchange
exposure (Refer note: 46). The Company does not use derivative financial instruments for trading or speculative
purposes.

(c) Commodity risk

Commodity price risk for the Company is mainly related to fluctuations in coal and pet coke prices linked to various
external factors, which can affect the production cost of the Company. Since the energy costs is one of the primary costs
drivers, any fluctuation in fuel prices can lead to a drop in operating margin. To manage this risk, the Company take
following steps:

i) Optimising the fuel mix, pursue longer term and fixed contracts where considered necessary.

ii) Consistent efforts to reduce the cost of power and fuel by using both domestic and international coal and petcoke.

iii) Use of Alternative Fuel and Raw materials (AFR) and enhancing the utilisation of renewable power including its
onsite and offsite solar power and Waste Heat Recovery System (WHRS).

Additionally, processes and policies related to such risks are reviewed and controlled by senior management and fuel
requirements are monitored by the central procurement team.

| RELATIONSHIP WITH STRUCK OFF COMPANIES

The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section
560 of Companies Act, 1956.

] ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III OF THE COMPANIES ACT, 2013

a. Registration of charges or satisfaction with Registrar of Companies (ROC):

The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies
(ROC) beyond the statutory period.

b. Details of Benami Property held:

The Company does not have any Benami property in its name, where any proceeding has been initiated or pending against
the Company for holding any benami property.

c. Compliance with number of layers of companies :

The Company is in compliance with requirement with respect to the number of layers prescribed under clause (87) of Section
2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

d. Utilisation of Borrowed funds and share premium: :

(i) The Company has not given any advance or loan 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

(ii) 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,

e. Quarterly returns and wilful defaulter :

(i) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in
agreement with the books of account.

(ii) The Company has not been declared as a wilful defaulter by any banks or financial institutions or other lender or
government or any government authority

f. Undisclosed income: :

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered
or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 such as, search
or survey or any other relevant provisions of the Income Tax Act, 1961.

g. Details of Crypto Currency or Virtual Currency: :

The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

53| The Company had installed a Fly Ash classifier at its Mejia Cement Plant in earlier years and has a claim of '' 12.22 crores (March 31,
2024:
'' 12.22 crores) on Damodar Valley Corporation (DVC) towards their share of the capital expenditure on such Fly Ash classifier
in terms of the agreement, which along with certain operational settlements are currently under discussion with DVC. Pending
resolution on the matters, the Company has not recognised the above claims in its books. Further, the management is confident
that the claim of the Fly Ash classifier and operational settlements shall be amicably resolved with the party.

58| The Company has disclosed the segment information in the audited consolidated financial statement in accordance with Ind AS
108- ''Operating Segments''

59| The Company uses an accounting software ("SAP S / 4 HANA") for maintaining its books of account which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting
software. Audit trail feature was enabled from July 03, 2024 at the database level , to log any direct data changes to the accounting
software database. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.
Presently, access for direct data changes to the accounting software database restricted to limited set of users who necessarily
require this access for maintenance and administration of the database.

6o| The figures of the previous year have been regrouped / reclassified wherever necessary to conform to current year''s presentation.

The accompanying notes are an integral part of these Standalone Financial Statements.

As per our report of even date attached For and on behalf of the Board of Directors of

Nuvoco Vistas Corporation Limited

For M S K A & Associates CIN: L26940MH1999PLC118229

Chartered Accountants

Firm Registration No. 105047W Jayakumar Krishnaswamy Bhavna Doshi

Managing Director Director

DIN: 02099219 DIN: 00400508

Siddharth Iyer

Partner Maneesh Agrawal Shruta Sanghavi

Membership No. 116084 Chief Financial Officer Company Secretary

Place : Chittorgarh Place : Chittorgarh

Date : May 1,2025 Date : May 1,2025


Mar 31, 2024

The Company has performed its annual impairment test for years ended March 31,2024 and March 31,2023 respectively and no goodwill impairment was deemed necessary.

i. Cement CGU

The recoverable amount of the Cement CGU has been determined based on a value in use calculation using cash flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for Cement. The pre-tax discount rate applied to cash flow projections for impairment testing during the year ended March 31, 2024 was 14.94% (March 31, 2023:13.78%) and cash flows beyond the five-year period are extrapolated using a 2% (March 31, 2023: 2%) growth rate that is the same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash generating unit hence there is no impairment.

ii. Ready Mix CGU

The recoverable amount of the Ready mix CGU has been determined based on a value in use calculation using cash flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for Ready mix. The pre-tax discount rate applied to cash flow projections for impairment testing during the year ended March 31, 2024 was 15.17% (March 31, 2023: 13.78%) and cash flows beyond the five-year period are extrapolated using a 4% (March 31,2023: 4%) growth rate that is the same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash generating unit hence there is no impairment.

Key assumptions used for value in use calculations

The calculation of value in use for both CGU''s is most sensitive to the following assumptions:

(1) Growth rate

(2) Discount rate

Growth rate - The growth rates are based on industry growth forecasts. Management determines the budgeted growth rates based on past performance and its expectations on demand condition.

Discount rate - Management estimates discount rates using pre-tax rates that reflect current market assessment of the risks specific to the CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and its operating segments and is derived from its weighted average cost of capital.

Sensitivity to changes in assumptions

The Company has also performed sensitivity analysis calculations on the projections used and discount rate applied. The Company has concluded that, given the headroom that exists, and the results of the sensitivity analysis performed, there is no significant risk that reasonable changes in any key assumptions would cause the carrying value of goodwill to exceed its value in use.

The Ministry of coal had allotted a coal block in the state of Maharashtra to a consortium in which the Company is a member. The Company plans to carry out mining activities through Wardha Vaalley Coal Field Private Limited, a Joint Venture Company incorporated in India as a special purpose vehicle. The Company''s ownership in the Joint Venture Company is 19.14%. The other owners in the Joint Venture Company being IST Steel & Power Limited (53.59%) and Ambuja Cements Limited (27.27%).

In prior years, the allotment of the coal block has been cancelled and the Joint Venture Company has been show caused for allegedly not achieving the progress milestones in the development of the mine. Deallocation of the coal block has been challenged before the Hon''ble Delhi High Court and the matter is sub-judice. The guarantees given by the Joint Venture Company has also been sought to be invoked but the same has been stayed by the Hon''ble Delhi High Court subject to the guarantee being kept alive. The Ministry of Coal vide its order dated November 9, 2023 has decided to invoke bank guarantee to the extent of ''1.55 crores and return the balance amount, however this decision is subject to the out come of the pending writ petition before Delhi High Court .

As per records of the Company, including its register of shareholder/members and other declarations received from shareholder regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares. (c) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date :

i) On February 19, 2019, the Company has converted Compulsory Convertible Debentures (CCD) of ''1,000 crores into 5,00,00,000 numbers of equity shares of ''10/- each. Difference between the equity component of CCD and face value of the equity shares issued on conversion has been credited to security premium account. Difference between the outstanding debt component related to CCD (including accrued interest till the date of conversion accounted as per Ind AS) and interest payable @ 2% till the date of conversion, has been credited to retained earnings. Remaining portion of the debt component has been treated as Inter Corporate Deposit from Nirma Limited to the Company bearing interest @ 8% p.a.

ii) Pursuant to the Scheme of arrangement between the Company and Nirma Limited in February, 2020, 4,23,61,787 equity shares were allotted as fully paid up to the equity shareholders of Nirma Limited, without payment being received in cash.

Nature and purpose of reserve

A - Capital Reserve, Capital Reserve on Amalgamation, Capital Reserve on Merger and Amalgamation Reserve

The aforesaid reserves were created to record excess of net assets taken over pursuant to amalgamation and merger transaction undertaken by the Company.

B - Debenture Redemption Reserve (DRR)

The Company has issued non-convertible debentures. The Companies (Share capital and Debentures) Rules, 2014 (as amended) as well as the amendment in the Companies (Specification of definitions details) Rules, 2014 vide notification dated February 19, 2021, requires the Company to create DRR out of profits available for payment of dividend. DRR is required to be created for an amount which is equal to 10% of the value of debentures issued. Accordingly, DRR has been created over a tenure of the debenture.

C - Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast transactions. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedge are effective; the change in fair value of hedging instrument is recognized in the cash flow hedging reserve. Amount recognized in the cash flow hedging reserve is reclassified to profit or loss when hedged item affects profit or loss.

D - Securities premium

Securities premium reserve is created to record the premium on issue of shares. The balance is utilized in accordance with the provisions of the Companies Act, 2013.

E - Capital Redemption Reserve

Capital redemption reserve was created by transferring profits from retained earnings. The balance will be utilized in accordance with the provision of the Companies Act, 2013.

F - General Reserve

The general reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.

G - Statutory Reserve under Section 45IC of RBI Act

Statutory Reserve under section 45IC of RBI Act was created by transfering profits as per the rules stated therein when the Company was registered as a Non Banking Financial Company (NBFC).

H - Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, debenture redemption reserve. Retained earnings includes remeasurement (loss)/gain on defined benefit plans net of taxes that will not be reclassified to Statement of Profit and Loss. Retained Earnings is a free reserve available to the Company.

JREVENUE

The Company is primarily in the business of manufacturing and sale of cement and building material products. All sales are made at a point in time and revenue recognized upon satisfaction of the performance obligations. The Company has a credit evaluation policy based on which the credit limits for the trade receivables are established. The amounts receivable from customers become due after expiry of credit period. There is no significant financing component in any transaction with the customers. The Company does not provide performance warranty for products, therefore there is no liability towards performance warranty.

In compliance with Ind AS 115, certain sales promotion schemes treated as variable components of consideration and have been disclosed as deductions from the revenue.

Note : 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 utilization, the Company has opted for and recorded current tax expenses as per the existing tax structure. However, 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 crores is included in the deferred tax line item in the Statement of Profit and Loss for the year ended March 31,2023.

| EMPLOYEE BENEFITS

The Company contributes to the following post-employment benefit plans

(i) Defined Contribution Plans:

The Company makes contributions towards provident fund, superannuation fund and pension scheme to a defined contribution plans for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement contribution plan to fund the benefits.

The Company recognized ''5.97 crores (March 31, 2023 : ''5.56 crores) for superannuation contribution in the Statement of Profit and Loss. The Company recognized ''21.56 crores (March 31, 2023: ''16.66 crores) for provident fund contribution in the Statement of Profit and Loss. The Company recognized ''8.01 crores (March 31, 2023 : ''7.14 crores) for pension in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the respective schemes.

(ii) Defined Benefit Plan:

A. The Company makes annual contributions to HDFC Group Unit Linked Plan, a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2024. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the define benefit plan and the amounts recognized in the financial statements as at balance sheet date:

(a) Provision for contribution to gratuity fund and leave encashment are made based on actuarial valuation on an overall Company basis are not included in remuneration to key management personnel. The expense relating to the same is shown under Note: 34 - ''Employee benefits expense''

(b) Finance costs on Non-convertible debentures held by Mr. Kaushikbhai Patel has been disclosed on payment basis. Hence, interest accrued from July 07, 2023 to March 31,2024 amounting to ''0.43 crores (March 31,2023: ''0.28 crores) has not been disclosed under Related party transactions and balances outstanding as on March 31, 2024. Similarly, interest accrued on Non-convertible debentures held by Mrs. Toralben Kaushikbhai Patel from July 07, 2023 to March 31, 2024 amounting to ''0.19 crores (March 31,2023: ''0.19 crores) has not been disclosed under Related party transactions and balances outstanding as on March 31, 2024.

i. Provision for Site Restoration

The Company provides for the expenses to reclaim the quarries used for mining. The total estimate of reclamation expenses is apportioned over the life of the operation through depreciation of the assets and unwinding of discount on the provision. Mines reclamation expenses are incurred on an ongoing basis and until the closure of the mine. The actual expenses may vary based on the nature of reclamation and the estimate of reclamation expenditure.

ii. Provision for Dealer discount

The provision for discounts is on account of various promotion and incentive schemes proposed to be announced for dealers in respect of products sold by the Company. The provision is based on the historic data/ estimated figures of discounts passed on. The timing and amount of the cash flows that will arise will be determined as and when these schemes are formalized and pay-offs approved by the management.

iii. Provision for Indirect taxes and litigations

Provision for indirect tax and litigations includes disputed cases of GST, excise duty, value added tax, sales tax, entry tax and other disputed legal cases.

iv. Provision for contractors'' charges

Provision for contractors'' charges pertains to gratuity amount payable by contractor to its employees which as per the terms of the contract shall be reimbursed by the Company.


B. Financial risk management - objectives and policies

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

¦ Credit risk

¦ Liquidity risk, and

¦ Market risk

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with same. Management risk assessment policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

(i) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company''s exposure to credit risk is determined by the individual characteristics and specifications of each customer. The profile of the customer, including the market risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to whom the Company grants credit terms in the normal course of business. For Summary of the Company''s exposure to credit risk by age of the outstanding from various customers Refer note: 12

The Company has no significant concentration of credit risk with any counterparty outside the group.

Expected credit loss assessment for trade receivables

Trade receivables consist of large number of customers. Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

As per policy, receivables are classified into different buckets based on the overdue period ranging from 6 months to more than three years. There are different provisioning norms for each bucket which are ranging from 50% to 100%. The movement in the allowance for impairment in respect of trade receivables

Cash and bank balances

The Company held cash and bank balances with credit worthy banks and financial institutions. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, that it always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation.

The Company has obtained both fund based and non-fund based working capital loans from various banks. The Company also constantly monitors, as and when required, funding options available in the debt and capital markets with a view to maintain financial liquidity. The Company also enjoys A1 ratings from CRISIL on short term facilities from banks indicating very strong degree of safety regarding timely payment of financial obligations and carries lowest credit risk.

The table below analyses the Company''s non-derivative financial liabilities into relevant maturity groupings based on their contractual maturities (undiscounted basis)

b. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

(iii) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and borrowings. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.

a. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

Considering economic environment in which the Company operates, its operations are subject to risks arising from fluctuation in exchange rates in those countries. The risks primarily relate to fluctuations in the foreign exchange rates of USD & EURO, on account of payables to foreign suppliers, for import of coal, petcoke, gypsum and spares. The Company, as per its risk management policy, uses foreign exchange forward contracts to hedge foreign exchange exposure (Refer note: 46). The Company does not use derivative financial instruments for trading or speculative purposes.

Sensitivity analysis

A 10% strengthening/weakening of the respective foreign currencies with respect to functional currency of Company would result in decrease or increase in profit before tax and equity as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast

c. Commodity risk

Commodity price risk for the Company is mainly related to fluctuations in coal and pet coke prices linked to various external factors, which can affect the production cost of the Company. Since the energy costs is one of the primary costs drivers, any fluctuation in fuel prices can lead to a drop in operating margin. To manage this risk, the Company take following steps:

i) Optimizing the fuel mix, pursue longer term and fixed contracts where considered necessary.

ii) Consistent efforts to reduce the cost of power and fuel by using both domestic and international coal and petcoke.

iii) Use of alternative Fuel and Raw Materials (AFR) and enhancing the utilization of renewable power including its onsite and offsite solar, power and Waste Heat Recovery System (WHRS).

Additionally, processes and policies related to such risks are reviewed and controlled by senior management and fuel requirements are monitored by the central procurement team.


b) Hedge Accounting - Cash Flow Hedges

The Company enters into foreign currency forward contracts to hedge the foreign currency exchange risk. The forward contracts are designated as cash flow hedges. The Company is following hedge accounting for foreign currency forward contracts. The Company is having risk management objectives and strategies for undertaking these hedge transactions. The Company has maintained adequate documents stating the nature of the hedge and hedge effectiveness test. The Company assesses hedge effectiveness based on following criteria: (i) An economic relationship between the hedged item and the hedging instrument (ii) The effect of credit risk (iii) Assessment of the hedge ratio. The foreign exchange forward contracts are denominated in the same currency as the highly probable forecast transaction, therefore the hedge ratio is 1:1. All these derivatives have been marked to market to reflect their fair value and the fair value differences representing the effective portion of such hedge have been taken to equity. The Company have used hypothetical derivative method for hedge effectiveness testing.

] CAPITAL MANAGEMENT

The Company''s policy is to maintain a strong capital base so as to maximise shareholders value through an efficient allocation of capital towards expansion of business, optimization of working capital requirements and deployment of balance surplus funds on the back of an effective portfolio management of funds within a well defined risk management framework.

The management of the Company reviews the capital structure of the Company on a regular basis to optimize cost of capital.

The Company''s adjusted net debt to total equity ratio is as follows.

J CONTINGENT LIABILITIES

Contingent Liabilities not provided for in respect of:

As at

March 31, 2024

As at

March 31, 2023

a. Claims against the Company not acknowledged as debts #

a. Disputed demands in respect of Sales Tax/VAT/GST by various tax authorities

14.28

42.38

b. Disputed demand in respect of Entry Tax by various tax authorities

8.46

14.40

c. Disputed demand in respect of Excise Duty*

16.74

21.64

d. Disputed demand in respect of Service Tax

1.70

3.12

e. Disputed demands in respect of Custom duties

14.44

14.44

f. Disputed demands in respect of Income Tax

340.74

329.03

g. Other matters

31.15

38.69

Against the aforesaid demands, payments under protest/adjustments made by the Company

113.98

130.37

* The Supreme Court in its judgement dated November 27, 2019 in case of Civil appeal no. 10193 of 2017 Commissioner of central Excise Vs M/s Madras Cements Limited. along with the Company, dismissed the appeal filed by the Commissioner of Central Excise. Accordingly, the Company is now entitled to concession rate of excise duty for sales made to Institutional consumer or industrial consumer. The Company believes that identical matters amount to ''4.90 crores (March 31,2023: ''4.90 crores) pending before various forums are squarely covered by the aforesaid judgment of the Hon''ble Supreme Court and treated as remote.

# In respect of above matters, future cash outflows are determinable only on receipt of judgements/decisions pending at various forums/ authorities.

b. (i) The State of Chhattisgarh had filed a Revision Application challenging the adjudication order of the District Registrar and Collector of Stamps, Janjgir - Champa w.r.t assessment of the stamp duty in the relation to instruments executed pursuant to Business Transfer Agreement (BTA) dated August 26, 2000 entered between Raymonds Limited (Raymonds) and Lafarge India Limited (Lafarge). The Company has not been made party to the said litigation by the State.

Raymonds has informed the Company that Revenue Board, Raipur passed an order revising the stamp duty assessments in the aforesaid revision application and the order passed by the Revenue Board has been challenged before the Hon''ble High Court of Chhattisgarh which is admitted by the Hon''ble High Court. Raymonds has filed an application seeking modification of the interim order dated October 07, 2021 for submission of Bank-guarantee in lieu of pre-deposit.

During the year, Pursuant to the notice issued by the Authority, Raymonds has deposited the 50% of the differential stamp duty demand of ''14.79 crores, with the Authority in compliance with the direction of the Hon''ble High Court. The Company also shared 50% of the amount deposited by Raymond as per BTA with Raymonds. Order of the Revenue Board will be continued to be stayed till the disposal of the writ petition.

Amount not determinable

Amount not determinable

(ii) The Collector of Stamps, Raipur has commenced enquiry proceedings under Section 47 (A)(3) of the Indian Stamp Act, 1899 questioning the amount of stamp duty paid by The Tata Iron and Steel Company Limited (TISCO) on transfer of the immovable properties at Sonadih from TISCO to the Company. The Company has filed a Writ Petition in the Hon''ble High Court of Bilaspur, Chhattisgarh challenging the enquiry commenced by the Collector of Stamps. The matter is pending before the High Court. The Company''s liability, if at all arises, in both the above cases, is restricted to 50% by virtue of business transfer agreement between Lafarge and Raymonds/TISCO.

Amount not determinable

Amount not determinable

c. In August 2016, the Competition Commission of India (CCI) passed an Order levying a penalty of ''490.00 crores on the Company in connection with a complaint filed by the Builders Association of India against leading cement companies (including the Company) for alleged violation of certain provisions of the Competition Act, 2002. The Company had filed an appeal against the Order before the Competition Appellate Tribunal (COMPAT). The COMPAT had passed an interim order directing the Company to pre-deposit 10% of the penalty amount. COMPAT was replaced by the National Company Law Appellate Tribunal (NCLAT) effective May 26, 2017, and NCLAT vide its judgment dated July 25, 2018, dismissed the Company''s appeal. Against the above judgment of NCLAT, an appeal is filed before the Hon''ble Supreme Court, and vide its order dated October 5, 2018, the Hon''ble Supreme Court admitted the appeal of the Company and directed continuation of the interim order as originally passed by the COMPAT. The appeal is still pending.

The Company under the Share Purchase Agreement ("SPA”) is indemnified by erstwhile promoter group for any liability arising out of CCI. However, the erstwhile promoter had disputed their obligation towards indemnification of any amount including interest beyond the cap of ''490.00 crores.

Based on the reimbursable rights available with the Company duly backed by legal opinion, no provision against the CCI order of ''490.00 crores or interest thereon is considered necessary.

| RELATIONSHIP WITH STRUCK OFF COMPANIES

J CAPITAL AND OTHER COMMITMENTS

As at

March 31, 2024

As at

March 31, 2023

Estimate amount of contracts remaining to be executed on capital account and not provided for (net of advances)

98.60

58.47

Bank guarantee

156.14

120.77

Letter of credit

64.64

209.06

The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

] ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III OF THE COMPANIES ACT, 2013

a. Registration of charges or satisfaction with Registrar of Companies (ROC):

The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

b. Details of Benami Property held:

The Company does not have any Benami property in its name, where any proceeding has been initiated or pending against the Company for holding any benami property.

c. Compliance with number of layers of companies :

The Company is in compliance with requirement with respect to the number of layers prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

d. Utilization of Borrowed funds and share premium:

(i) The Company has not given any advance or loan 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

(ii) 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

e. Quarterly returns and wilful defaulter :

(i) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of account

(ii) The Company has not been declared as a wilful defaulter by any banks or financial institutions or other lender or government or any government authority

f. Undisclosed income:

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

g. Details of Crypto Currency or Virtual Currency:

The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

53| The Company had installed a Fly Ash classifier at its Mejia Cement Plant in earlier years and has a claim of ''12.22 crores (March 31, 2023 ''12.22 crores) on Damodar Valley Corporation (DVC) towards their share of the capital expenditure on such Fly Ash classifier in terms of the agreement, which along with certain operational settlements are currently under discussion with DVC. Pending resolution on the matters, the Company has not recognized the above claims in its books. Further, the management is confident that the use of the Fly Ash classifier and operational settlements shall be amicably resolved with the party.

5^ As per the limit specified under Section 135 of the Companies Act, 2013, the Company was required to spend ''1.01 crores (March 31, 2023 ''4.33 crores) during the year on account of Corporate Social Responsibility (CSR). The actual amount spent during the year amounts to ''3.78 crores (March 31,2023 ''3.66 crores). Nature of CSR activities includes Sangrahit Bharat (Natural Resource Management), Swasth Bharat (Health), Shikshit Bharat (Education), Saksham Bharat (Livelihood and Skill Development) and Sanrachit Bharat (Rural Infrastructure Development). Refer Note: 42 for contribution to related party in relation to CSR expenditure.

55| The Company availed Industrial Promotional Assistance for Mejia Cement Plant (MCP) from the Government of West Bengal under the West Bengal Incentive Scheme 2004 with effect from April 23, 2008. The authorities disputed the claim of the Company, pursuant to which, the Company had filed a writ petition against the Industry, Commerce & Enterprise Department, Government of West Bengal during the year 2017-18 in the Hon''ble High Court of Calcutta (High Court). The matter is sub judice before the High Court.

From April 01,2019, the Company on a conservative basis discontinued the accrual of such incentives in the books on account of ongoing litigation as stated above. The outstanding claim balance as on March 31,2024 is ''427.14 crores (Gross). The Company carries provision for expected credit loss of ''238.22 crores which was created during the year ended March 31, 2023 and was shown under the head ''Exceptional item'' The Company, based on advice of legal counsel, is confident of the ultimate recovery of the balance accrued till date.

58| During the year, the Board of Directors of the Company at their meeting held on March 22, 2024, have approved the conversion of unsecured loan and accrued interest thereon totalling to ''1,229.50 crores outstanding as on that date, receivable from its unlisted Material Wholly Owned Subsidiary, NU Vista Limited (''NVL''), into 8,78,21,277 equity shares of face value of ''10/- each at a fair value of ''140/ - per equity share. After settling the balance (fractional) amount of the unsecured loan, the equity shares have been allotted by NVL to the Company on March 22, 2024. The Company continues to hold 100% of the paid-up equity share capital of NVL and the above new equity shares shall rank pari passu with the existing equity shares of NVL.

59| The Company has disclosed the segment information in the audited Consolidated Financial Statements in accordance with Ind AS 108- ''Operating Segments''.

6o| The Company uses an accounting software ("SAP S/4 HANA") for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software except audit trail feature is not enabled at the database level to log any direct data changes to the accounting software database. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software. Presently, access for direct data changes to the accounting software database restricted to limited set of users who necessarily require this access for maintenance and administration of the database.

611 The figures of the previous year have been regrouped/reclassified wherever necessary to conform to current year''s presentation.


Mar 31, 2023

1. Pursuant to the Hon''ble High Court of Gujarat Order dated June 02, 2015, Sidhi Vinayak Cement Private Limited has been amalgamated along with its Nimbol Cement Plant with Nirma Limited. Subsequently, pursuant to the Orders of the Hon''ble NCLT, Ahmedabad and Mumbai dated November 25, 2019 and January 09, 2020 said Nimbol Cement Plant got demerged under the scheme of arrangement from Nirma Limited and merged into the Company. Transfer of name under Government records of the above title deeds related to Lands situated at Nimbol Cement Plant are under progress.

2. Pursuant to the Hon''ble High Court of Bombay Order dated February 13, 2015, Lafarge Aggregate and Concrete India Private Limited has been amalgamated with the Company, however, transfer of name under Government records are under progress.

3. The date of capitalisation is considered from the date of NCLT or High Court Order in case of merger/ amalgamation as stated in Note 1 and 2 above.

* Project execution plans are modulated basis sustenance requirement assessment on an annual basis and all the sustaining projects are executed as per rolling annual plan.

Note: The Company had started greenfield expansion project at Gulbarga. All permits for startup of the project including environmental clearance of plant and mines are in place. The Company has mining lease which was operationalised in 2016. Some ancillary activities with respect to setting up of plant are in progress. The ground-breaking for the expansion project is set in FY 25 and the land acquisition is in progress. The tentative date of completion of the project is 2 to 2.5 years from the date of groundbreaking.

The Company has performed its annual impairment test for years ended March 31,2023 and March 31,2022 respectively and no Goodwill impairment was deemed necessary.

i. Cement CGU

The recoverable amount of the Cement CGU has been determined based on a value in use calculation using cash flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for Cement. The pre-tax discount rate applied to cash flow projections for impairment testing during the year ended March 31, 2023 was 13.78% (March 31, 2022 -13.32%) and cash flows beyond the five-year period are extrapolated using a 2 % (March 31, 2022- 2.0%) growth rate that is the same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash generating unit hence there is no impairment.

ii. Ready Mix CGU

The recoverable amount of the Ready Mix CGU has been determined based on a value in use calculation using cash flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for Ready Mix. The pre-tax discount rate applied to cash flow projections for impairment testing during the year ended March 31, 2023 was 13.78% (March 31, 2022- 13.32%) and cash flows beyond the five-year period are extrapolated using a 4% (March 31, 2022- 4.0%) growth rate that is the same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash generating unit hence there is no impairment.

Key assumptions used for value in use calculations

The calculation of value in use for both units is most sensitive to the following assumptions:

(1) Sales Growth Rate

(2) Raw Material Price Inflation

(3) Market Growth Rate

Sales Growth Rate - Management expects a stable sales growth rate over the forecast period. The management further expects the Company position in relative to its competitors to strengthen following sales aggressive targets taken by the Company.

Raw Material Price Inflation - Past material price movements are used as indicators of future price movements.

Market Growth Rate - Management expects the Company position in Cement & RMX business to be stable over the forecast period. The management further expects the Company position in relative to its competitors to strengthen following sales aggressive targets taken by the Company.

Sensitivity to changes in assumptions

The implications of the key assumptions for the recoverable amount are discussed below:

Sales Growth Rate - Management recognises the effect of new entrant and additional capacity expansion of existing competitors as not to have material adverse impact on the forecasts.

Raw Material Price Inflation - The management has considered the possibility of greater than forecast increases in raw material price inflation. This may occur if anticipated regulatory changes result in an increase in demand that cannot be met by suppliers. If prices of raw materials increase greater than the forecast price inflation, then the RMX CGU will have to pass on such increase to the customer, for Cement CGU raw material prices do not vary significantly.

Market Growth Rate - Based on industrial data and infrastructure growth action taken by the government, the Company is of the view that the growth rate will be higher than the forecast estimated by the Company.

While it is unlikely for all the above assumptions to move adversely together, it would require a significant increase/(decrease) to result in an impairment charge.

The Ministry of coal had allotted a coal block in the state of Maharashtra to a consortium in which the Company is a member. The Company plans to carry out mining activities through Wardha Vaalley Coal Field Private Limited, a joint venture Company incorporated in India as a special purpose vehicle. The Company''s ownership in the jointly controlled entity is 19.14%. The other owners in the joint venture being IST Steel & Power Limited (53.59%) and Ambuja Cements Limited (27.27%).

In prior years, the allotment of the coal block has been cancelled and the Joint Venture (JV) company has been show caused for allegedly not achieving the progress milestones in the development of the mine. Deallocation of the coal block has been challenged before the Hon''ble Delhi High Court and the matter is sub-judice. The guarantees given by the JV has also been sought to be invoked but the same has been stayed by the Hon''ble Delhi High Court subject to the guarantee being kept alive.

(c) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date :

i) On February 19, 2019, the Company has converted Compulsory Convertible Debentures (CCD) of ? 1,000 crores into 50,000,000 numbers of equity shares of ? 10/- each. Difference between the equity component of CCD and face value of the equity shares issued on conversion has been credited to security premium account. Difference between the outstanding debt component related to CCD (including accrued interest till the date of conversion accounted as per Ind AS) and interest payable @ 2% till the date of conversion, has been credited to retained earnings. Remaining portion of the debt component has been treated as Inter Corporate Deposit from Nirma Limited to the Company bearing interest @ 8% p.a.

ii) Pursuant to the Scheme of arrangement between the Company and Nirma Limited in February, 2020, 42,361,787 equity shares were allotted as fully paid up to the equity shareholders of Nirma Limited, without payment being received in cash.

(a) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ?10 per share. Each holder of equity shares is entitled to one vote per share. The shareholders are entitled to dividends in Indian Rupees, proposed by the Board of Directors and subject to the approval of the shareholders in the Annual General Meetings.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of reserve

A - Capital Reserve, Capital Reserve on Amalgamation, Capital Reserve on Merger and Amalgamation Reserve

Capital reserve is used to record excess of net assets taken over pursuant to amalgamation and merger B - Debenture Redemption Reserve

The Company has issued non-convertible debentures. The Companies (Share capital and Debentures) Rules, 2014 (as amended) as well as the amendment in the Companies (Specification of definitions details) Rules, 2014 vide notification dated February 19, 2021, requires the company to create Debenture Redemption Reserve (DRR) out of profits of the Company available for payment of dividend. DRR is required to be created for an amount which is equal to 10% of the value of debentures issued. Accordingly, DRR has been created over a tenure of in the debenture.

C - Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast transactions. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedge are effective; the change in fair value of hedging instrument is recognised in the cash flow hedging reserve. Amount recognised in the cash flow hedging reserve is reclassified to profit or loss when hedged item affects profit or loss.

D - Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

E - Capital Redemption Reserve

Capital redemption reserve was created by transferring from retained earnings. The balance will be utilised in accordance with the provision of the Companies Act, 2013.

F - General Reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.

G - Statutory Reserve Under Section 45IC of RBI Act

Statutory Reserve under section 45IC of RBI Act was created by transfering profits as per the rules stated therein when the Company was registered as a Non Banking Financial Company (NBFC).

JREVENUE

The Company is primarily in the business of manufacturing and sale of cement and building material products. All sales are made at a point in time and revenue recognised upon satisfaction of the performance obligations. The Company has a credit evaluation policy based on which the credit limits for the trade receivables are established. The amounts receivable from customers become due after expiry of credit period. There is no significant financing component in any transaction with the customers. The Company does not provide performance warranty for products, therefore there is no liability towards performance warranty.

In compliance with Ind AS 115, certain sales promotion schemes treated as variable components of consideration and have been disclosed as deductions from the revenue.


] EMPLOYEE BENEFIT

The Company contributes to the following post-employment defined benefit plans

(i) Defined Contribution Plans:

The Company makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognised ? 5.56 crores (March 31,2022 : ? 6.18 crores) for superannuation contribution in the Statement of Profit and Loss. The Company recognised ? 16.66 crores (March 31,2022: ? 15.12 crores) for provident fund contributions in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined Benefit Plan:

A. The Company makes annual contributions to HDFC Group Unit Linked Plan, a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Note 1: In accordance with Section 197 and Section 198 of the Companies Act, 2013 (the "Act"), the managerial remuneration paid/ payable to Managing Director of the Company for the FY 2022-23 exceeded the limits prescribed under Schedule V to the Act by ?4.97 crores. As per the provisions of the Act, the excess remuneration is subject to approval of the shareholders which the Company proposes to obtain in the forthcoming Annual General Meeting.

Note 2: Provision for contribution to gratuity fund and leave encashment are made based on actuarial valuation on an overall Company basis are not included in remuneration to key management personnel. The expense relating to the same is shown under Note: 42- ''Employee benefits expense''

Note 3: Finance costs on Non-convertible debentures held by Mr. Kaushikbhai Patel has been disclosed on payment basis. Hence, interest accrued from July 07, 2022 to March 31, 2023 amounting to ? 0.28 crores (March 31, 2022: ? 0.28 crores) has not been disclosed under Related party transactions and balances outstanding as on March 31,2023. Similarly, interest accrued on Nonconvertible debentures held by Mrs. Toralben Kaushikbhai Patel (close family member of KMP) from July 07, 2022 to March 31,2023 amounting to ? 0.19 crores (March 31,2022: ? 0.19 crores) has not been disclosed under Related party transactions and balances outstanding as on March 31, 2023.

i. Provision for Site Restoration

The Company provides for the expenses to reclaim the quarries used for mining. The total estimate of reclamation expenses is apportioned over the life of the operation through depreciation of the assets and unwinding of discount on the provision. Mines reclamation expenses are incurred on an ongoing basis and until the closure of the mine. The actual expenses may vary based on the nature of reclamation and the estimate of reclamation expenditure.

ii. Provision for Dealer discount

The provision for discounts is on account of various promotion and incentive schemes proposed to be announced to dealers on products sold by the Company. The provision is based on the historic data/ estimated figures of discounts passed on. The timing and amount of the cash flows that will arise will be determined as and when these schemes are formalised and payoffs approved by management, which is generally 12 to 18 months.

iii. Provision for Indirect taxes and legal cases

Provision for indirect tax and legal cases includes disputed cases of GST, excise duty, value added tax, sales tax, entry tax and other disputed legal cases.

iv. Provision for contractors'' charges

Provision for contractors'' charges pertains to gratuity amount payable by contractor to its employees which as per the terms of the contract shall be reimbursed by the Company.


J FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (Contd.)

B. Financial risk management

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

¦ Credit risk

¦ Liquidity risk, and

¦ Market risk

i. Risk management framework

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

ii. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company''s exposure to credit risk is determined by the individual characteristics and specifications of each customer. The profile of the customer, including the market risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. For Summary of the Company''s exposure to credit risk by age of the outstanding from various customers Refer Note: 13.

Expected credit loss assessment for customers as at March 31, 2023

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due are still collectable in full, based on historical payment behaviour and extensive analysis of customer credit risk. The allowance at March 31,2023 related to several customers that may default on their payments to the Company and may not pay their outstanding balances, mainly due to economic circumstances.

The movement in the allowance for impairment in respect of trade receivables during the year was as follow :

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks and financial institutions. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, that it always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation.

The Company has obtained both fund based and non-fund based working capital loans from various banks. The Company also constantly monitors, as and when required, funding options available in the debt and capital markets with a view to maintain financial liquidity. The Company also enjoys A1 ratings from CRISIL on short term facilities from banks indicating very strong degree of safety regarding timely payment of financial obligations and carries lowest credit risk.

Exposure to liquidity risk

The table below analyzes the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for all non derivative financial liabilities.

iv. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and borrowings. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. a. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

Considering economic environment in which the Company operates, its operations are subject to risks arising from fluctuation in exchange rates in those countries. The risks primarily relate to fluctuations in the foreign exchange rates of USD & EURO, on account of payables to foreign suppliers, for import of coal, petcoke, gypsum and spares. The Company, as per its risk management policy, uses foreign exchange forward contracts to hedge foreign exchange exposure (Refer Note: 47). The Company does not use derivative financial instruments for trading or speculative purposes.

b) Hedge Accounting - Cash Flow Hedges

The Company enters into foreign currency forward contracts to hedge the foreign currency exchange risk arising from borrowing including interest thereon. The forward contracts are designated as cash flow hedges. The Company is following hedge accounting for foreign currency forward contracts. The Company is having risk management objectives and strategies for undertaking these hedge transactions. The Company has maintained adequate documents stating the nature of the hedge and hedge effectiveness test. The Company assesses hedge effectiveness based on following criteria: (i) An economic relationship between the hedged item and the hedging instrument (ii) The effect of credit risk (iii) Assessment of the hedge ratio. The foreign exchange forward contracts are denominated in the same currency as the highly probable forecast transaction, therefore the hedge ratio is 1:1. All these derivatives have been marked to market to reflect their fair value and the fair value differences representing the effective portion of such hedge have been taken to equity. The Company have used hypothetical derivative method for hedge effectiveness testing.

] CONTINGENT LIABILITIES

Contingent Liabilities not provided for in respect of:

As at

March 31, 2023

As at

March 31, 2022

i. Claims against the Company not acknowledged as debts: -

a. Disputed demands in respect of Sales Tax/VAT/GST by various tax authorities

42.38

60.38

b. Disputed demand in respect of Entry Tax by various tax authorities

14.40

16.61

c. Disputed demand in respect of Excise Duty*

21.64

24.31

d. Disputed demand in respect of Service Tax

3.12

3.36

e. Stamp Duty paid under protest for change of name from GKW to LRCL

-

1.80

f. Disputed demands in respect of Custom duties

14.44

14.44

g. In respect of Income Tax

329.03

329.03

h. Other claims

38.69

25.07

Against these, payments under protest/adjustments made by the Company

130.37

132.22

* The Supreme Court in its judgement dated November 27, 2019 in case of Civil appeal no. 10193 of 2017 Commissioner of central Excise Vs M/s Madras Cements Limited. along with the Company, dismissed the appeal filed by the Commissioner of Central Excise. Accordingly, the Company is now entitled to concession rate of excise duty for sales made to Institutional consumer or industrial consumer. The Company believes that identical matters amount to ? 4.90 crores (March 31,2022: ? 83.47 crores) pending before various forums are squarely covered by the aforesaid judgment of the Hon''ble Supreme Court and treated as remote.

ii. (a) The State of Chhattisgarh had filed a Revision Application challenging the adjudication order of the District Registrar and Collector of Stamps, Janjgir - Champa w.r.t assessment of the stamp duty in the relation to instruments executed pursuant to Business Transfer Agreement (BTA) dated August 26, 2000 entered between Raymonds Limited (Raymonds) and Lafarge India Limited. The Company has not been made party to the said litigation by

the State.

Amount not

Amount not

During the year, Raymonds has informed the Company that Revenue Board, Raipur passed an order revising the stamp duty assessments in the aforesaid revision application and the order passed by the Revenue Board has been challenged before the Hon''ble High Court of Chhattisgarh which is admitted by the Hon''ble High Court. Raymonds has filed an application seeking modification of the interim order dated October 7, 2021 for submission of Bank-guarantee in lieu of pre-deposit.

determinable

determinable

As at

March 31, 2023

As at

March 31, 2022

(b) The Collector of Stamps, Raipur has commenced enquiry proceedings under Section 47 (A)(3) of the Indian Stamp Act, 1899 questioning the amount of stamp duty paid by The Tata Iron and Steel Company Limited (TISCO) on transfer of the immovable properties at Sonadih from TISCO to the Company. The Company has filed a Writ Petition in the Hon''ble High Court of Bilaspur, Chhattisgarh challenging the enquiry commenced by the Collector of Stamps. The matter is pending before the High Court.

Amount not determinable

Amount not determinable

The Company''s liability, if at all arises, in both the above cases, is restricted to 50% by virtue of business transfer agreement between Lafarge and Raymonds/TISCO.

iii. In August 2016, the Competition Commission of India (CCI) passed an Order levying a penalty of ? 490.00 crore on the Company in connection with a complaint filed by the Builders Association of India against leading cement companies (including the Company) for alleged violation of certain provisions of the Competition Act, 2002. The Company had filed an appeal against the Order before the Competition Appellate Tribunal (COMPAT). The COMPAT had passed an interim order directing the Company to pre-deposit 10% of the penalty amount, and granted stay on the remaining 90% of the penalty amount subject to the condition that in case appeal is finally decided against the Company then Company shall be liable to pay interest @ 12% p.a on the said 90% penalty amount stayed pursuant to the interim order. The pre-deposit of 10% of the penalty amount was accordingly made pursuant to the orders of COMPAT. COMPAT was replaced by the National Company Law Appellate Tribunal (NCLAT) effective May 26, 2017, and NCLAT vide its judgment dated July 25, 2018, dismissed the Company''s appeal and upheld the CCI''s order. Against the above judgment of NCLAT, the Company appealed before the Hon''ble Supreme Court, and vide its order dated October 5, 2018, the Hon''ble Supreme Court admitted the appeal of the Company and directed continuation of the interim order as originally passed by the COMPAT.

The Company under the Share Purchase Agreement ("SPA") is indemnified by erstwhile promoter group for loss arising from claims/ demands in case penalty is upheld by Hon''ble Supreme Court. However, the erstwhile promoter has disputed their obligation towards indemnification of any amount including interest beyond the cap of ? 490.00 crore. Hon''ble Delhi High Court vide its order dated Dec 6, 2021, preserved the liberty of the Company to invoke appropriate legal recourse in case such a need arises in future in the event of a dispute in relation to SPA to claim any consequential interest demand beyond the cap, subsequent to disposal of the pending appeal against CCI penalty demand before Hon''ble Supreme Court.

|6^ The Company had installed a Fly Ash classifier at its Mejia Cement Plant in earlier years and has a claim of ? 12.22 Crores (March 31, 2022 ?12.22 Crores) on Damodar Valley Corporation (DVC) towards their share of the capital expenditure on such Fly Ash classifier in terms of the agreement, which along with certain operational settlements are currently under discussion with DVC. Pending resolution on the matters, the Company has not recognised the above claims in its books. Further, the management is confident that the use of the Fly Ash classifier and operational settlements shall be amicably resolved with the party.

J REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES (ROC)

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

] DETAILS OF BENAMI PROPERTY HELD

The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

] COMPLIANCE wITH NUMBER OF Layers OF COMPANIES :

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

J UTILISATION OF BORROwED FUNDS AND SHARE PREMIUM

(i) The Company has not given any advance or loan 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

(ii) 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

] QUARTERLY RETURNS AND wILFUL DEFAULTER

(i) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of account.

(ii) The Company has not been declared as a wilful defaulter by any banks or financial institutions.

J UNDISCLOSED INCOME

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

J DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

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

|<^ The Company availed Industrial Promotional Assistance for Mejia Cement Plant (MCP) from the Government of West Bengal under the West Bengal Incentive Scheme 2004 with effect from April 23, 2008. The outstanding claim balance as on March 31, 2023 is ? 427.14 crores (March 31, 2022: ? 427.14 crores). The authorities disputed the claim of the Company, pursuant to which, the Company filed a writ petition against the Industry, Commerce & Enterprise Department, Government of West Bengal during the year 2017-18 in the Honourable High Court of Calcutta (High Court). The High Court passed an order on June 27, 2018 directing Principal Secretary of the State of West Bengal to re-consider the claim and contention lodged by the Company. The Additional Chief Secretary to the Government of West Bengal had rejected the Company''s claim for incentive vide order dated March 18, 2019, following which the Company has filed a writ petition against said Order in the High Court of Calcutta on July 25, 2019. The Company, based on advice of legal counsel, is confident of the ultimate recovery of the balance accrued till date.

However, 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 Instrument''. The same has been disclosed under ''Exceptional item'' in the financial statements.

|6« The Code of Social Security 2020 (''Code'') relating to employee benefits during employment and post-employment 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 notified 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 in which the Code becomes effective.

|6^ The figures of the previous year have been regrouped/reclassified wherever necessary to conform to current year''s classification.


Mar 31, 2022

GOODWILL AND OTHER INTANGIBLE ASSETS (Contd.)

Market growth rate - Based on industrial data and infrastructure growth action taken by the government, the Company is of the view thatthe growth rate will be higher than the forecast estimated by the Company.

While it is unlikely for all the above assumptions to move adversely together, it would require a significant increase/ decrease to result in an impairment charge.

i. Cement CGU

The recoverable amount of the Cement CGU has been determined based on a value in use calculation using cash flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for Cement. The pre-tax discount rate applied to cash flow projections for impairment testing during the yearended March 22 was 13.32% (March 31,2021 - 14.75%) and cash flows beyond the five-year period are extrapolated using a 2.0%(March 31, 2021-2%) growth rate that is the same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash generating unit hence there is no impairment.

ii. Ready Mix CGU

The recoverable amount of the Ready mix CGU has been determined based on a value in use calculation using cash flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for Ready mix. The pre-tax discount rate applied to cash flow projections for impairment testing during the year ended March 22 was 13.32% (March 31, 2021- 14.75%) and cash flows beyond the five-year period are extrapolated using a 4.0%(March 31, 2021- 2%) growth rate that is the same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying value of cash generating unit hence there is no impairment.

Key assumptions used for value in use calculations

The calculation of value in use for both units is most sensitive to the following assumptions:

(1) Sales Growth rate

(2) Raw Material price inflation

(3) Market growth rate

Sales Growth Rate - Management expects a stable sales growth rate over the forecast period. The management further expects the Company position in relative to its competitors to strengthen following sales aggressive targets taken by the Company.

Raw Material Price inflation - Material price movements of past are used as indicators of future price movements.

Market growth rate - Management expects the Company position in Cement & RMX business to be stable over the forecast period. The management further expects the Company position in relative to its competitors to strengthen following sales aggressive targets taken by the Company.

Sensitivityto changes in assumptions

The Ministry of coal had allotted a coal block in the state of Maharashtra to a consortium in which the Company is a member. The Company plans to carry out mining activities through Wardha Vaalley Coal Field Private Limited, a joint venture Company incorporated in India as a special purpose vehicle. The Company’s ownership in the jointly controlled entity is 19.14%. The other owners in the joint venture being 1ST Steel & Power Limited (53.59%) and Ambuja Cements Limited (27.27%).

In prior years, the allotment ofthe coal block has been cancelled and the Joint Venture (JV) company has been show caused for allegedly not achieving the progress milestones in the development of the mine. Deallocation of the coal block has been challenged beforethe Hon’ble Delhi High Court and the matter is sub-judice. The guarantees given bythe JV has also been sought to be invoked but the same has been stayed by the Hon’ble Delhi High Court subject to the guarantee being kept alive. Subsequently such guarantee furnished by the company has been cancelled.

The implications ofthe key assumptions forthe recoverable amount are discussed below:

Sales Growth Rate - Management recognizes the effect of new entrant and additional capacity expansion of existing competitors as not to have material adverse impact on the forecasts.

Raw Material Price inflation - The management has considered the possibility of greater than forecast increases in raw material price inflation. This may occur if anticipated regulatory changes result in an increase in demand that cannot be met by suppliers. If prices of raw materials increase greater than the forecast price inflation, then the RMX CGU will have to pass on such increaseto the customer, for Cement CGU raw material prices do not vary significantly.

^ EQUITY SHARE CAPITAL (Contd.)

(a) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ? 10 per share. Each holder of equity shares is entitled to one vote per share. The shareholders are entitled to dividends in Indian Rupees, proposed by the Board of Directors and subjecttothe approval ofthe shareholders in the Annual General Meetings.

In the event of liquidation ofthe Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held bytheshareholders.

(c) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares

bought back during the period of five years immediately preceding the reporting date :

i) Equity shares issued pursuant to merger scheme in FY 2016-17- 15,00,00,000 shares of ? 10/- each

ii) On 19 February 2019, the Company has converted Compulsory Convertible Debentures (CCD) of ? 1,000 crores into 5,00,00,000 numbers of equity shares of ? 10/- each. Difference between the equity component of CCD and face value ofthe equity shares issued on conversion has been credited to security premium account. Difference between the outstanding debt component related to CCD (including accrued interest till the date of conversion accounted as per Ind AS) and interest payable @ 2% till the date of conversion, has been credited to retained earnings. Remaining portion of the debt component has been treated as Inter Corporate Deposit from Nirma Limited to the Company bearing interest @ 8% p.a.

iii) Pursuant to the Scheme of arrangement between the Company and Nirma Limited in February, 2020,4,23,61,787 equity shares were allotted as fully paid up to the equity shareholders of Nirma Limited, without payment being received in cash.

B - Debenture Redemption Reserve

The Company has issued non-convertible debentures. The Companies (Share capital and Debentures) Rules, 2014 (as amended) as well as the amendment in the Companies (Specification of definitions details) Rules, 2014 vide notification dated February 19, 2021, requires the company to create Debenture Redemption Reserve (DRR) out of profits ofthe Company available for payment of dividend. DRR is required to be created for an amount which is equal to 10% of the value of debentures issued. Accordingly, DRR has been created over a tenure of in the debenture.

C - Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast transactions. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedge are effective; the change in fair value of hedging instrument is recognised in the cash flow hedging reserve. Amount recognized in the cash flow hedging reserve is reclassified to profit or loss when hedged item affects profit or loss.

D - Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions ofthe Companies Act, 2013.

E - Capital Redemption Reserve

Capital redemption reserve was created by transferring from retained earnings. The balance will be utilized in accordance with the provision of the Companies Act, 2013.

F - General Reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.

G - Statutory Reserve Under Section 45IC of RBI Act

Statutory Reserve under section 45IC of RBI Act was created by transferring profits as per the rules stated therein when the Company was registered as a Non Banking Financial Company (NBFC).

H - Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve and debenture redemption reserve. Retained Earnings is a free reserve available to the Company.

I - Equity component of compound financial instrument

Equity component of compound instrument is recognized on issue of Compulsorily Convertible Debentures (CCD) in FY 2020-21. CCD has been converted into equity shares during the year.

Non convertible debentures (NCD):

(a) The Company has outstanding Non-Convertible Debentures (NCD) of face value ? 350.00 crores (March 31, 2021 -? 350.00 crores) which are secured by first ranking pari passu charge in favour ofthe debenture trustee over all rights, title, interest and benefit ofthe Company in respect of and over the fixed assets ofthe Company. The interest is payable yearly at the applicable rate and principle is payable at the end of the tenure.

(b) The Company has outstanding Unsecured, Subordinated, Rated, Listed Non-Convertible Debentures of face value ? 300.00 crores (March 31, 2021 - ? 300.00 crores) redeemable at par on July 6, 2077. These debentures have a call option which can be exercised by the Company at the end of 7 years from July 6, 2017 and annually every year thereafter with the maximum additional interest of 2% p.a.

(c) The Company has outstanding Unsecured, Subordinated, Rated, Listed Non-Convertible Debentures of face value ? 300.00 crores (March 31, 2021 - ? 300.00 crores) redeemable at par on July 6, 2077. These debentures have a call option which can be exercised by the Company at the end of 10 years from 6 July 2017 and annually every year thereafter with the maximum additional interest of 2% p.a.

(d) The Company has outstanding Non Convertible Debenture of face value ? 500.00 crores (March 31, 2021 - ? 500.00 crores) which are secured by first ranking pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in respect of and over the fixed assets of the Company. The interest is payable yearly at the applicable rate and principle is payable at the end of the tenure.

(e) The Company has paid Non-convertible debentures of face value ? 248.00 crores during the year (March 31, 2021 — ? 248.00 crores) which was secured by first ranking pari passu charge in favour ofthe debenture trustee overall rights, title, interest and benefit of the Company in respect of and over the fixed assets of the Company.

(f) The Company has paid Non-convertible debentures of face value ? 202.00 crores during the year (March 31,2021 -? 202.00 crores) which was secured by first ranking pari passu charge in favour ofthe debenture trustee overall rights, title, interest and benefit of the Company in respect of and over the fixed assets of the Company.

(g) The Company has paid Non-convertible debentures Series I of face value ? 215.00 crores (March 31,2021 - ? 215.00 crores) and Series II face value of? 185.00 crores (March 31,2021- ? 185.00 crores) which was secured by first ranking pari passu charge in favour of the debenture trustee overall rights, title, interest and benefit ofthe Company in respect of and over the fixed assets of the Company.

(h) The Company has paid Non-convertible debentures of face value ? 400.00 crores (March 31,2021- ? 400.00 crores) which was secured by first ranking pari passu charge in favour ofthe debenture trustee overall rights, title, interest and benefit of the Company in respect of and over the fixed assets of the Company.

Term Loans:

(a) The Company has outstanding term loan of? 262.50 crores (March 31,2021 - ? 337.50 crores) from Kotak Mahindra Bank Limited and ? 262.50 crores from State Bank of India (March 31,2021- ? 337.50 crores), carrying average interest rate of 6.39% and 6.46% respectively, which is secured by first pari passu charge to be shared with otherterm lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable properties and second pari passu charge over current assets ofthe company. Loan shall be repaid in 20 equal quarterly installments starting from the quarter following the expiry of moratorium period of 24 month from the date of first disbursement. The interest is payable on monthly basis at the applicable rates. During the year, the Company has converted the above State Bank of India Rupee term loan of ? 315.00 crores into fully hedged USD term loan of USD 43.1 million, carrying interest of 6 months LIBOR and spread of 1.05%. The interest is payable on monthly basis at the applicable rates.

(b) The Company has outstanding term loan of ? 112.50 crores (March 31, 2021- ? 142.50 crores) from The Hongkong and Shanghai Banking Corporation Limited, carrying average interest of 6.52%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to entire fixed assets to the extent of 1.25x at all times and second pari passu charge over current assets. 10% of Loan to be repaid in equal quarterly installment during 2nd year following the expiry of moratorium of 1 year from the date of disbursement and rest 90% in following 3 years in equal quarterly installment. The interest is payable on monthly basis at the applicable rates.

(c) The Company has outstanding term loan of? 200.00 crores (March 31,2021- ? 200.00 crores) from RBL Bank Limited, carrying average interest of 6.36%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future fixed assets and immovable properties and second pari passu charge on current assets. Loan shall be repaid in 20 equal quarterly installments starting from the quarter following the expiry of moratorium period of 12 month from the date of first disbursement. The interest is payable on monthly basis at the applicable rates.

(d) The Company has outstanding term loan of ? 200.00 crores (March 31,2021- ? 200.00 crores) from Axis Bank Limited , carrying average interest of 6.52%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits ofthe borrower pertaining to all existing fixed assets and second charge on current assets ofthe company. Loan shall be repaid in 20 equal quarterly installments starting from the quarter following the expiry of moratorium period of 12 month from the date of first disbursement. The interest is payable on monthly basis at the applicable rates.

(e) The Company has outstanding term loan of ? 150.00 crores (March 31, 2021- ? 150.00 crores) from The Hongkong and Shanghai Banking Corporation Limited, carrying average interest of 6.45%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future fixed assets and immovable properties and second charge on current assets ofthe company. Loan shall be repaid in 20 equal quarterly installments starting from the quarter following the expiry of moratorium period of12month from the date offirst disbursement. The interest is payable on monthly basis at the applicable rates.

(f) The Company has taken term loan of? 200.00 crores (March 31,2021: ? Nil) from Kotak Mahindra Bank Limited in the current year, carrying average interest of 5.75%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future fixed assets and immovable properties and second charge on current assets of the company. Loan shall be repaid in 34 unequal quarterly installments starting from January 31,2022. The interest is payable on monthly basis at the applicable rates.

(g) The Company has taken term loan of? 300.00 crores (March 31,2021: ? Nil) from The Hongkong and Shanghai Banking Corporation Limited in the current year, carrying average interest of 5.75%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future fixed assets and immovable properties and second charge on current assets of the company. Loan shall be repaid in 34 unequal quarterly installments starting from January 31, 2022. The interest is payable on monthly basis at the applicable rates.

(h) The Company has taken term loan of ? 350.00 crores (March 31, 2021: ? Nil) from HDFC Bank Limited in the current year, carrying average interest of 5.78%, which is secured by first pari passu charge to be shared with otherterm lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future fixed assets and immovable properties and second charge on current assets of the company. Loan shall be repaid in 34 unequal quarterly installments starting from 31 January 2022. The interest is payable on monthly basis at the applicable rates.

(i) The Company has paid Term loan of ? 150.00 crores (March 31, 2021- ? 150.00 crores) from First Abu Dhabi Bank PJSC, carrying average interest of 7.93%, which was secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits ofthe borrower pertaining to all existing and future moveable fixed assets and immovable properties and second pari passu charge over current assets.

(j) The Company has paid Term loan of ? 145.00 crores (March 31, 2021- ? 145.00 crores) from Axis Finance Limited, carrying interest of 9.75%, which was secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable properties.

(k) The Company has paid Term loan of ? 395.00 crores (March 31,2021- ? 395.00 crores) from Axis Bank Limited, carrying average interest of 7.98%, which was secured by first pari passu charge to beshared with otherterm lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable properties and Second chargeon the entire current assets ofthecompanyon pari pasu basis.

(l) The Company has paid Term loan of ? 211.28 crores (March 31, 2021- ? 211.28 crores) to Bank of Maharashtra, ? 183.72 crores (March 31,2021- ? 183.72 crores) to Indian Bank, ? 100.00 crores (March 31,2021- ? 100.00 crores) to Karur Vyasa Bank and ? 75.00 crores (March 31, 2021- ? 75.00 crores) to HSBC Bank which was down sell by Axis Bank Limited and was secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable properties and Second charge on the entire current assets of the Company on pari pasu basis.

(m) The Company has paid Term loan of ? 150.00 crores (March 31, 2021- ? 150.00 crores) from Axis Bank Limited, carrying average interest of 7.62%, which was secured by first pari passu charge to be shared with otherterm lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable properties.

(n) During the previous FY 2020-21 the Company has issued ? 500.00 crores of Compulsorily Convertible Debentures (CCD). Debt component of compound instrument is recognized on issue of CCD which has been converted into equity shares during the year.

Effective tax rate 45.49% 77.10%

Effective tax rate for the year March 31, 2021 is higher on account of one-time deferred tax expenses amounting to ? 54.19 crores as explained above. Excluding the impact of one time deferred tax expense, effective tax rate would have been 22.64%.

On September 20, 2019, vide the Taxation Laws (Amendment) Ordinance 2019, the Government of India inserted Section 115BAA in the Income Tax Act, 1961 which provides domestic companies a non-reversible option to pay corporate tax at reduced rates effective April 1, 2019 subject to certain conditions. Opting for the new tax rates depends upon evaluating and comparing factors like savings on account of the lower tax rates in the new tax regime v/s benefits that Company may have to forego with respect to Minimum Alternative Taxes and other exemptions and deductions available under the old tax regime. The Company continues to evaluate the above factors to assess when it is most likely to move intothe new tax regime. Currently considering the amount of Minimum Alternative Taxes and other exemptions and deductions available under the old regime, the Company on a conservative basis has applied the existing tax rate for measurement of deferred tax with respect to temporary differences which will reverse in all future periods and have not made any adjustment on account of any remeasurement of deferred tax due to opting of lower tax rate in a future period.

^ EMPLOYEE BENEFIT

The Company contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans:

The Company makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognised ? 6.18 crores (March 31,2021 : 4.84 crores) for superannuation contribution in the statement of Profit and Loss. The Company recognized ? 15.12 crores (March 31,2021:^11.75 crores) for provident fund contributions in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined Benefit Plan:

A. The Company makes annual contributions to HDFC Group Unit Linked Plan, a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years ofservice.

ii) On death in service: As perthe provisions ofthe Payment ofGratuityAct, 1972 without any vesting period.

The most recent actuarial valuation of plan assets and the present value ofthe defined benefit obligation for gratuity were carried out as at March 31, 2022. The present value ofthe defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognized in the Company’s financial statement as at balance sheet date:

|4fl REVENUE

The Company is primarily in the Business of manufacture and sale of cement and building material products. All sales are made at a point in time and revenue recognized upon satisfaction of the performance obligations which is typically upon dispatch/delivery. The Company has a credit evaluation policy based on which the credit limits for the trade receivables are established. The amounts receivable from customers become due after expiry of credit period. There is no significant financing component in any transaction with the customers. The Company does not provide performance warranty for products, therefore there is no liability towards performance warranty. In compliance with Ind AS 115, certain sales promotion schemes treated as variable components of consideration and have been disclosed as deductions from the revenue instead of other expenses.

9 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks and financial institutions. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

ii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, that it always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation. The Company has obtained both fund based and non-fund based working capital facilities from various banks. The Company also constantly monitors, as and when required, funding options available in the debt and capital markets with a view to maintain financial liquidity. The Company also enjoys A1 ratings from CRISIL on short term facilities from banks indicating very strong degree of safety regarding timely payment of financial obligations and carries lowest credit risk.

Risk management framework

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company’s risk assessment and management policies and processes.

i. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk is determined by the individual characteristics and specifications of each customer. The profile of the customer, including the market risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. For Summary of the Company’s exposure to credit risk by age of the outstanding from various customers refer note: 52.

iii. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and borrowings. The Company is exposed to market risk primarily related to foreign exchange rate riskand interest rate risk.

Expected credit loss assessment for customers

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due are still collectable in full, based on historical payment behaviour and extensive analysis of customer credit risk.

a. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

Considering economic environment in which the Company operates, its operations are subject to risks arising from fluctuation in exchange rates in those countries. The risks primarily relate to fluctuations in the foreign exchange rates of USD & EURO, on account of payables to foreign suppliers, for import of petcoke, gypsum and spares.

The Company, as per its risk management policy, uses foreign exchange forward contracts to hedge foreign exchange exposure (refer note: 65). The Company does not use derivative financial instruments for trading or speculative purposes.

Sensitivity analysis

A 10% strengthening/weakening of the respective foreign currencies with respect to functional currency of Company would result in decrease or increase in profit before tax and equity as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

9 NETTING OFF DISCLOSURE

The Company engages the services of CFA agents for selling the cement. As per the terms of the agreement, Company has a right to offset balances with CFA against debtors balances if debtor has not paid for a period of 90 days. Hence such amounts have been offset in the balance sheet. The amount of CFA assignment, as on reporting date, is not material.

2 CAPITAL MANAGEMENT

The Company’s policy is to maintain a strong capital base so as to maintain investors, creditors and to sustain future development of the business. The Company carefully monitors cash and bank balances, deployment of surplus funds and regularly assesses any debt requirements.

The Company has USD borrowings of $ 3.61 crores, however as the foreign currency risk arising from this borrowings has been hedged by forward contracts, the sensitivity analysis for these USD denominated borrowings has not been disclosed. Refer Note 65 for hedged accounting disclosure.

b. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

^ SEGMENT REPORTING A. General Information

For management purposes, the Company is organized into business units based on its products and has two reportable segments, as follows:

• Cement Division

• RMX and Other Division

The Chief Operating Decision Maker ("CODM") evaluates the Company’s performance and allocates resources based on an analysis ofvarious performance indicators byoperating segments.

Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

Particulars

As at

March 31,2022

As at March 31, 2021

b. Disputed demand in respect of Entry Tax by various tax authorities

16.61

34.25

c. Disputed demand in respect of Excise Duty*

24.31

29.81

d. Disputed demand in respect of Service Tax

3.36

3.32

e. Stamp Duty paid under protest for change of name from GKW to LRCL

1.80

1.80

f. Disputed demands in respect of Custom duties

14.44

14.44

g. InrespectoflncomeTax

329.03

325.56

h. Other claims

25.07

24.87

Against these, payments under protest/adjustments made bythe Company

132.22

132.53

* The Supreme Court in its judgement dated November 27,2019 in case of Civil appeal no.10193 of 2017 Commissioner of central Excise Vs M/s Madras Cements Limited along with the Company, dismissed the appeal fled by the Commissioner of Central Excise. Accordingly, the Company is now entitled to concession rate of excise duty for sales made to Institutional consumer or industrial consumer. The Company believes that identical matters amount to ? 83.47 crores (March 31,2021: ? 158.93 crores) pending before various forums are squarely covered by the aforesaid judgment of the Hon’ble Supreme Court and treated as remote

C. Geographic information

All assets of the Company are domiciled in India. The Company does not have any single customer contributing more than 10 % of revenue. The Company does not have any revenue from exports.

J Contingent Liabilities

Particulars

As at

March 31,2022

As at March 31,2021

Contingent Liabilities not provided for in respect of:

i. Claims against the Company not acknowledged as debts: -

a. Disputed demands in respect of Sales Tax/VAT/GST by various tax authorities

60.38

56.32

ii. (a) The State of Chhattisgarh had fled a Revision Application challenging

the adjudication order of the District Registrar and Collector of Stamps, Janjgir -Champa w.r.t assessment of the stamp duty in the relation to instruments executed pursuant to Business Transfer Agreement (BTA) dated August 26, 2000 entered between Raymonds Limited (Raymonds) and Lafarge India Limited. The Company has not been made party to the said litigation by the State.

Amount not

Amount not

During the year, Raymonds has informed the Company that Revenue Board, Raipur passed an order revising the stamp duty assessments in the aforesaid revision application and the order passed by the Revenue Board has been challenged before the Hon’ble High Court of Chhattisgarh which is admitted bythe Hon’ble High Court. Raymonds has fled an application seeking modification of the interim order dated October 7,2021 for submission of Bank-guarantee in lieu of pre-deposit

determinable

determinable

(b) The Collector of Stamps, Raipur has commenced enquiry proceedings

under Section 47 (A)(3) of the Indian Stamp Act, 1899 questioning the amount of stamp duty paid by The Tata Iron and Steel Company Limited (TISCO) on transfer of the immovable properties at Sonadih from TISCO to the Company. The Company has fled a Writ Petition in the Hon’ble High Court of Bilaspur, Chhattisgarh challenging the enquiry

Amount not

Amount not

commenced by the Collector of Stamps. The matter is pending before the High Court.

The Company’s liability, if at all arises, in both the above cases, is restricted to 50% by virtue of business transfer agreement between Lafargeand Raymonds/TISCO.

determinable

determinable

iii. In August 2016, the Competition Commission of India (CCI) passed an Order levying a penalty of ? 490.00 crores on the Company in connection with a complaint fled by the Builders Association of India against leading cement companies (including the Company) for alleged violation of certain provisions of the Competition Act, 2002. The Company had fled an appeal against the Order before the Competition Appellate Tribunal (COMPAT). The COMPAT had passed an interim order directing the Company to pre-deposit 10% of the penalty amount, and granted stay on the remaining 90% of the penalty amount subject to the condition that in case appeal is finally decided against the Company then Company shall

be liable to pay interest @ 12% p.a on the said 90% penalty amount stayed pursuant to the interim order. The pre-deposit of 10% ofthe penalty amount was accordingly made pursuanttothe orders of COMPAT. COMPAT was replaced bythe National Company Law Appellate Tribunal (NCLAT) effective May 26,2017, and NCLAT vide its judgment dated July 25, 2018, dismissed the Company’s appeal and upheld the CCI’s order. Against the above judgment of NCLAT, the Company appealed before the Hon’ble Supreme Court, and vide its order dated October 5, 2018, the Hon’ble Supreme Court admitted the appeal ofthe Company and directed continuation ofthe interim order as originally passed by the COMPAT. The Company under the Share Purchase Agreement ("SPA") is indemnified by erstwhile promoter group for loss arising from claims/demands in case penalty is upheld by Hon’ble Supreme Court. However, theerstwhile promoter has disputed their obligation towards indemnification of any amount including interest beyond the cap of? 490.00 crore. Hon’ble Delhi High Court vide its orderdated December 6,2021, preserved thelibertyoftheCompanytoinvokeappropriatelegalrecourse in case such a need arises in future in the event of a dispute in relation to SPA to claim any consequential interest demand beyond the cap, subsequenttodisposal ofthe pending appeal against CCI penaltydemand before Hon’ble Supreme Court. Based on the reimbursable rights available with the Company duly backed by legal opinion, no provision against the CCI order of ? 490.00 crore or interest thereon is considered necessary.

J Registration of charges or satisfaction with Registrar of Companies (ROC):

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

^ Details of Benami Property held:

The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.

^ Compliance with number of layers of companies :

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

^ Utilisation of Borrowed funds and share premium:

(i) The Company has not given any advance or loan 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 ofthe company (Ultimate Beneficiaries) or

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

(ii) 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 ofthe Funding Party (Ultimate Beneficiaries) or

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

Q Quarterly returns and Wilful defaulter:

(i) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of account.

(ii) The Company has not been declared as a wilful defaulter by any banks or financial institutions.

^ Undisclosed income:

The Company does not haveany undisclosed income which is not recorded in the books of accountthat has been surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey oranyother relevant provisions ofthe Income Tax Act, 1961.)

^ Details of Crypto Currency or Virtual Currency:

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

1. Pursuant to the Hon''ble High Court of Gujarat Order dated 2 June 2015, Sidhi Vinayak Cement Private Limited has been amalgamated along with its Nimbol Cement Plant with Nirma Limited. Subsequently, pursuanttothe Orders of the Hon’ble NCLT, Ahmedabad and Mumbai dated 25 November 2019 and 9 January 2020 said Nimbol Cement Plant got demerged under the scheme of arrangement from Nirma Limited and merged into the Company. Transfer of name under Government records of the above title deeds related to Lands situated at Nimbol Cement Plant are under progress.

2. Pursuanttothe Hon’ble High Court of Bombay Order dated 13 February 2015, Lafarge Aggregate and Concrete India Pvt Ltd has been amalgamated with the Company, however, transfer of name under Government records are under progress.

3. The date of capitalisation is considered from the date of NCLT or High Court order in case of merger/ amalgamation as stated in Note 1 and 2 above.

b) Hedge Accounting - Cash Flow Hedges

The Company enters into foreign currency forward contracts to hedge the foreign currency exchange risk arising from borrowing including interest thereon. The forward contracts are designated as cash flow hedges. The Company is following hedge accounting for foreign currency forward contracts. The Company is having risk management objectives and strategies for undertaking these hedge transactions. The Company has maintained adequate documents stating the nature of the hedge and hedge effectiveness test. The Company assesses hedge effectiveness based on following criteria: (i) An economic relationship between the hedged item and the hedging instrument (ii) The effect of credit risk (iii) Assessment of the hedge ratio. The foreign exchange forward contracts are denominated in the same currency as the highly probable forecast transaction, therefore the hedge ratio is 1:1. All these derivatives have been marked to market to reflect their fair value and the fair value differences representing the effective portion of such hedge have been taken to equity. The Company have used hypothetical derivative method for hedge effectiveness testing.

J Disclosures required by Indian Accounting Standard (Ind AS) 37 - Provisions (Contd.)

i. Site Restoration expense

The Company provides for the expenses to reclaim the quarries used for mining. The total estimate of reclamation expenses is apportioned over the estimate of mineral reserves and a provision is made based on the minerals extracted during the year. Mines reclamation expenses are incurred on an ongoing basis and until the closure of the mine. The actual expenses may vary based on the nature of reclamation and the estimate of reclamation expenditure.

ii. Dealer discount provisions

The provision for discounts is on account of various promotion and incentive schemes proposed to be announced to dealers on products sold by the Company. The provision is based on the historic data/ estimated figures of discounts passed on. The timing and amount of the cash flows that will arise will be determined as and when these schemes are formalized and pay-offs approved by management, which is generally 12to18 months.

iii. Indirect taxes and legal cases

Provision for indirect tax and legal cases includes disputed cases of excise tax, value added tax, sales tax, entry tax and other disputed legal cases.

iv. Provision for contractor charges

Provision for contractors’ charges pertains to gratuity amount payable by contractor to its employees which as per the terms of the contract shall be reimbursed by the Company.

The Company had installed a Fly Ash classifier at its Mejia Cement Plant in earlier years and has a claim of? 12.22 crores (March 31, 2021: ? 12.22 crores) on Damodar Valley Corporation (DVC) towards their share of the capital expenditure on such Fly Ash classifier in terms of the agreement, which along with certain operational settlements are currently under discussion with DVC. Pending resolution on the matters, the Company has not recognized the above claims in its books. Further, the management is confident that the use of the Fly Ash classifier and operational settlements shall be amicably resolved with the party.

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As per the limit specified under Section 135 of the Companies Act, 2013, the Company was required to spend ? 4.07 crores (March 31, 2021: ? 4.69 crores) during the year on account of Corporate Social Responsibility (CSR). The actual amount spent during the year amounts to ? 4.07 crores (March 31,2021 ? 6.05 crores). Nature of CSR activities includes Surakshit Bharat - Safety, Sakshar Bharat - Education, Saksham Bharat - Employability, Swasth Bharat - Health, Nirman Bharat - Rural Infrastructure and Others. (Refer note 43 for contribution to related party in relation to CSR expenditure).

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The Company availed Industrial Promotional Assistance for Mejia Cement Plant (MCP) from the Government of West Bengal under the West Bengal Incentive Scheme 2004 with effect from April 23,2008. The outstanding claim balance as on March 31,2022 is ? 427.14 crore (March 31,2021 - ? 427.14 crore). The authorities disputed the claim of the Company, pursuant to which, the Company filed a writ petition against the Industry, Commerce & Enterprise Department, Government of West Bengal during the FY 2017-18 in the Honourable High Court of Calcutta (High Court). The High Court passed an order on June 27,2018 directing Principal Secretary of the State of West Bengal to re-consider the claim and contention lodged by the Company. The Additional Chief Secretary to the Government of West Bengal had rejected the Company’s claim for incentive vide order dated March 18, 2019, following which the Company has filed a writ petition against said Order in the High Court of Calcutta on July 25, 2019. The Company, based on advice of legal counsel, is confident of the ultimate recovery of the balance accrued till date and therefore no provision is considered necessary for outstanding claim amount.

M

The Company entered into a share purchase agreement on February 6,2020 with Emami Group, for the acquisition of 100% shareholding of Emami Cement Limited (ECL). The transaction was approved by the Competition Commission of India (CCI) on May 21,2020. With effect from July 14, 2020, being the acquisition date, ECL became a wholly owned subsidiary of the Company. Effective June 4, 2020, ECL has been renamed as NU Vista Limited (“"NVL"")

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The Code of Social Security 2020 (‘Code’) relating to employee benefits during employment and post-employment 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 notified 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 in which the Code becomes effective.

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The figures ofthe previous year have been regrouped wherever necessaryto conform to current year’s classification.

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