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JSW Cement Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

On behalf of the Board of Directors, it gives a great pleasure to present the 20^th Annual Report (Integrated Annual Report) together with Audited
Financial Statements of JSW CEMENT LIMITED ("the Company") for the financial year ended March 31^st 2026.

1. COMPANY PERFORMANCE
Financial Results:

The key highlights of financial performance for the Company as reflected by its Audited Financial Statements for the Financial Year ended
March 31, 2026 is summarized below:

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	5,995.28	5,505.47	6,512.46	5,813.07
Other income	233.46	164.23	152.40	101.59
Total Income	6,228.74	5,669.70	6,664.86	5,914.66
Expenses
Cost of material consumed	1,493.35	1,450.62	1,531.87	1,428.77
Purchases of stock in trade	78.46	13.59	90.34	37.45
Changes in inventories of finished goods, work-in-progress and stock- in-trade	0.17	4.28	8.68	(6.81)
Employee benefits expense	295.50	329.17	341.84	369.48
Finance costs	307.21	384.40	377.96	450.15
Depreciation and amortization expense	276.42	262.99	322.24	310.34
Power and fuel	744.66	715.97	911.30	846.86
Freight and handling expenses	1,426.27	1,326.87	1,511.13	1,396.02
Fair value loss arising from financial instruments designated as FVTPL	-	135.26	-	144.45
Other expenses	763.16	804.09	877.02	883.12
Total Expenses	5,385.20	5,427.24	5,972.38	5,859.83
Profit before share of profit/(loss) from joint ventures and associate, exceptional items and tax	843.54	242.46	692.48	54.83
Share of profit/(loss) from joint ventures and associate (net)	-	-	30.78	(98.47)
Profit/(loss) before tax and exceptional items	843.54	242.46	723.26	(43.64)
Exceptional Item	(1,502.05)	-	(1,504.48)	-
Profit/(loss) Before Tax	(658.51)	242.46	(781.22)	(43.64)
Total tax expense	40.16	140.55	17.56	120.12
Profit/(loss) for the year	(698.67)	101.91	(798.78)	(163.76)
Other Comprehensive Income/ (loss)	(15.36)	(3.95)	(4.24)	(1.06)
Total Comprehensive Income/ (loss)	(714.03)	97.96	(803.02)	(164.82)

Performance Highlights

Standalone

â¢ Total Income of the Company for FY 2025-26 stood at
'' 6,228.74 crore as against '' 5,669.70 crore for FY 2024Â¬
25, showing an increase of 9.86%.

â¢ T perating EBIDTA for the FY 2025-26 stood at '' 1,193.71
crore as against '' 866.46 crore for the FY 2024-25,
showing an increase of 37.77%.

â¢ T rofit after Tax for the FY 2025-26 stood at '' (698.67) crore
as against '' 101.91 crore for the FY 2024-25.

â¢ Tdjusted Profit after Tax (adjusted for Fair value loss from
financial instruments (CCPS) designated as FVTPL) for the
FY 2025-26 stood at '' 767.71 crore as against '' 252.36
crore for the FY 2024-25, showing an increase of 204.21%.

â¢ The Net Worth of the Company for the FY 2025-26 stood
at '' 7,101.45 crore as against '' 2,856.59 crore for the
FY 2024- 25, showing an increase of 148.60%.

Consolidated

â¢ Total Income of the Company for FY 2025-26 stood at
'' 6,664.86 crore as against '' 5,914.66 crore for FY 2024Â¬
25, showing an increase of 12.68%.

â¢ Operating EBIDTA for the FY 2025-26 stood at '' 1,240.28
crore as against '' 864.18 crore for the FY 2024-25,
showing an increase of 43.52%.

â¢ Profit after Tax for the FY 2025-26 stood at '' (798.78) crore
as against '' (163.76) crore for the FY 2024-25

â¢ Adjusted Profit after Tax (adjusted for Fair value loss from
financial instruments (CCPS) designated as FVTPL) for the
FY 2025-26 stood at '' 667.60 crore as against '' (13.31)
crore for the FY 2024-25.

â¢ The Net Worth of the Company for the FY 2025-26 stood
at '' 6,527.85 crore as against '' 2,372.35 crore for the
FY 2024- 25, showing an increase of 175.16%.

2. OVERVIEW OF COMPANY''S OPERATIONS HIGHLIGHTSa. Consolidated and Standalone Performance

The total consolidated production of Cement and Ground
Granulated Blast Furnace Slag ("GGBS") during the year under
review was 13.58 MTPA (Cement 7.79 MTPA, and GGBS 5.79 MTPA)
as compared to production of 12.38 MTPA (Cement 7.17 MTPA,
and GGBS 5.21 MTPA in the previous year, recording increase of
9.70% over previous year. The total consolidated sales of Cement
and GGBS during the year under review as 13.51 MTPA (Cement
7.73 MTPA, GGBS 5.78 MTPA) as compared to sales of 12.27 MTPA
(Cement 7.09 MTPA, GGBS 5.18 MTPA) in previous year recording
an increase of 10.1% over previous year.

For further details about Company''s performance, operations
please refer to MD&A section.

Initial Public Offering ("IPO")

During the year under review, the Company raised '' 3,600 crore
by issue of Equity Shares through IPO in August 2025. The
Offer comprised a Fresh Issue of 108,843,537 Equity Shares,
aggregating to '' 1,600 crore by our Company and an Offer
for Sale of 136,054,421 Equity Shares aggregating to '' 2000
crore by the Selling Shareholders. The IPO proceeds utilization
object being -

1. Part financing the cost of establishing a new integrated
cement unit at Nagaur, Rajasthan;

2. Prepayment or repayment, in full or in part, of all or a
portion of certain outstanding borrowings availed by our
Company; and

3. General corporate purposes.

The Equity Shares of the Company were listed on BSE Limited
and the National Stock Exchange of India Limited on 14^thAugust, 2025.

3. FINANCIAL STATEMENT

The audited Standalone and Consolidated Financial Statements
of the Company, which forms a part of this Integrated Annual
Report, have been prepared in accordance with the provisions
of the Companies Act, 2013 (the "Act"), Regulation 33 of the
Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirement) Regulations 2015 ("Listing
Regulations") and the Indian Accounting Standards. There is no
change in the financial year.

4. DIVIDEND

Your Directors have recommended a dividend of '' 0.50 per share
for the FY 2025-26 (Previous Financial Year - Nil) for the approval
of the Members at the forthcoming Annual General Meeting
(AGM).

The dividend payout is in accordance with the Dividend
Distribution Policy of the Company.

5. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Company has completed an
Initial Public Offering ("IPO"). The Offer comprised a Fresh Issue
of 108,843,537 Equity Shares of face value of '' 10 ("Equity
Shares") each aggregating to '' 1600 crore and an Offer for
Sale of 136,054,421 Equity Shares of face value of '' 10 each
aggregating to '' 2000 crore. Total offer size was 244,897,958
Equity Shares of face value of '' 10 each aggregating to '' 3600
crore. The price band was set at '' 147/- per share.

The Issue was open to the public from 7^th August, 2025 to 11^thAugust, 2025. The equity shares of the Company have been listed
on BSE Limited and the National Stock Exchange of India Limited
on 14^th August, 2025. The Company has appointed Crisil Ratings
Limited as the Monitoring Agency in terms of Regulation 41 of
SEBI (Issue of Capital & Disclosure Requirements) Regulations,
2018, as amended, to monitor the utilization of IPO proceeds
and has obtained a monitoring report for every quarter and
submitted the same with Stock Exchanges as required under
Listing Regulations. The proceeds realized by the Company from
the IPO are being utilized as per objects of the Issue disclosed
in the Prospectus of the Company.

Proceeds from the IPO

The details of the proceeds of the fresh issue are set forth below:

Particulars	Amount (In '' crore)
Gross proceeds from the Fresh Issue	1,600.00
Less: Issue Expenses	53.20
Net Proceeds	1,546.80

The utilization of funds raised through IPO has been mentioned
here under:

Object of the Issue	Amount Allocated	Amount utilized as of 31^st March 2026
Capital Expenditure	800.00	625.80
Repayment of Borrowings	520.00	520.00
General Corporate Purpose	226.80	90.84
Net proceeds (sub-total)	1,546.80	1,236.64
Issue expenses	53.20	42.02
Net proceeds (total)	1,600.00	1,278.66

There has been no deviation in the utilization of the IPO proceeds
of the Company. The Net Proceeds of '' 321.34 crore were not
utilized as of 31^st March, 2026 and part of the proceeds are
invested in Fixed Deposits with scheduled commercial banks.
The Monitoring Agency Report is available at the Company''s
website: https://www.jswcement.in/board-meetings.php.

The Company''s Authorized Share Capital during the financial year
31^st March, 2026, remained at '' 3500,00,00,000 (Rupees Thirty-
Five Hundred crore) consisting of:

â¢ 180,00,00,000 (One Hundred and Eighty crore) Equity
Shares of face value of ''10 (Rupees Ten only) each and

â¢ 17,00,00,000 (Seventeen crore) Compulsorily Convertible
Preference Shares ("CCPS") of face Value of '' 100 (Rupees
One Hundred only) each.

â¢ Issued, subscribed and paid up share capital Share Capital:

The issued, subscribed and paid up share capital of the Company
as on March 31, 2026 stands at:

â¢ '' 13,63,36,49,360/- (Thirteen Hundred Sixty Three crore,
Thirty-six Lakhs, Forty-Nine Thousand, Three Hundred Sixty
Rupees only), comprising of 1,36,33,64,936 (One Hundred
thirty six crore, Thirty-Three Lakh, Sixty-Four Thousand,
Nine Hundred Thirty Six Equity shares of '' 10/- (Rupees
Ten) each.

During the year under review, 160,000,000 (Sixteen crore)
CCPS were converted into Equity Shares, pursuant to which
235,662,477 (Twenty Three crore Fifty Six Lakhs Sixty Two
Thousand Four Hundred and Seventy Seven) Equity Shares of
face value '' 10 (Rupees Ten only) each were allotted. Such
Equity Shares shall rank pari passu in all respects with the
existing equity share capital of the Company.

During the year under review, the Company has not issued any:

a) shares with differential rights;

b) sweat equity shares;

c) Preference shares

6. TRANSFER TO RESERVES

The Company does not proposes to transfer any amount
(previous year Nil) to reserves from the surplus. An amount of
'' 911.14 crore (previous year '' 1630.61 crore) is proposed to
be held as Retained Earnings.

7. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is presented in a separate
section forming part of this Annual Report.

8. CREDIT RATING

On 30^th October, 2025 Crisil Ratings Limited upgraded the
Company''s credit rating as Crisil AA-/ Stable for long term loans;
and A1 for short term loans.

On 21^st May, 2025, India Ratings reaffirmed the Company''s credit
rating as A Stable for long term and A1 for short term.

On 12^th May, 2025 CARE Ratings assigned the Company''s credit
rating as A1 and on 26^th March, 2026, it was reaffirmed as A1
for the short term.

9. ESG RATING

The NSE Sustainability Ratings and Analytics Ltd. has rated the
Company with "Aspiring" on ESG with a Rating score of 70. A
rating of "Aspiring" signifies "Shows strong ESG commitment
with steady progress and solid disclosures". This is a significant
improvement from the score of 48 given by the same agency
in FY 24 and is a testament to our good ESG practices and
commitment to work towards a sustainable world. Further, the
Company has not engaged with the Agency for ESG rating. It
has voluntarily assigned the ESG rating to the Company based
on the Financial Year 2024-25 disclosures and other publicly
available data.

10. DEPOSIT

The Company has not accepted any deposits from public or
renewed any amount falling within the purview of provisions of
in terms of Section 73 & 74 and other applicable provisions of
the Companies Act, 2013, read with the Companies (Acceptance
of Deposit) Rules, 2014 made thereunder, during the year under
review. Hence, the details relating to deposits as required
to be furnished in compliance with Chapter V of the Act are
not applicable.

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES

Details of Loans given, Guarantees given and Investments made
and securities provided covered under the provisions of Section
186 of the Companies Act, 2013 are provided in Notes to the
Standalone Financial Statements.

12. I NTERNAL CONTROL, AUDIT AND INTERNAL FINANCIAL
CONTROLInternal Control

The Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with
new/ revised standard operating procedures. The Company''s
internal control system is commensurate with its size, scale and
complexities of its operations. The main thrust of internal audit
is to test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best practices
in the industry. The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen
the same. The Company has a robust Management Information
System, which is an integral part of the control mechanism.
Significant audit observations and corrective actions taken by
the management are presented to the Audit Committee of the
Board. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.

Internal Audit

JSW Group Audit Team perform the Internal Audit function and
follows best standard practices. The Internal Audit function
covers all the factories, sales offices, warehouses and centrally
controlled businesses and functions, as per the annual plan
agreed with the Audit Committee. The audit coverage plan is
approved by the Audit Committee at the beginning of every
year. Every quarter, the Audit Committee is presented with key
control issues and actions taken on the issues highlighted in
previous report.

13. PARTICULAR OF CONTRACT AND ARRANGEMENT WITH
RELATED PARTY TRANSACTIONS

During the year under review, the Company revised its Policy on
dealing with Related Party Transactions in accordance with the
amendments to applicable provisions of law/Listing Regulations.

The Company''s Policy on dealing with Related Party Transactions,
as approved by the Board, is available on the website of the
Company at the link: https://www.jswcement.in/policy.php

All other contracts / arrangements / transactions entered into
by the Company during the year under review with related
parties were in the ordinary course of business and on an arm''s
length basis. The Company had not entered into any contract/
arrangement/ transaction with related parties which could
be considered material in accordance with the policy of the
Company on materiality of related party transactions or which
is required to be reported in Form No. AOC-2 in terms of Section
134(3) (h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014. Accordingly, there are no
transactions that are required to be reported in Form AOC-2.

The Related Party Transactions which are in the ordinary course
of business and on an arm''s length basis, of repetitive nature
and proposed to be entered into during the financial year are
placed before the Audit Committee for prior omnibus approval.
A statement giving details of all related party transactions,
as approved, is placed before the Audit Committee for review
on a quarterly basis. The details of transactions/contracts/
arrangements entered into by the Company with Related Parties
during the financial year under review are set out in the Notes to
the Financial Statement.

14. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLAN
AND SCHEME

The Company has formulated the JSW Cement Employee
Stock Ownership Plan- 2016 (ESOP Scheme-2016) and JSW
Cement Employee Stock Ownership Plan (JSWCL ESOP-2021)
respectively, which were implemented through the JSW Cement
Employees Welfare Trust (Trust), with an objective of enabling
the Company to attract and retain talented human resources
by offering them the opportunity to acquire a continuing equity
interest in the Company, which will reflect their efforts in building
the growth and the profitability of the Company.

The applicable disclosures as stipulated under the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity), Regulations, 2021 (''SEBI SBEB Regulations'') and
the Act for the FY 2025-26, with regard to ESOP Scheme 2016 and
JSWCL ESOP-2021 are available on the website of the Company
at https://www.jswcement.in/employee-stock-option.php.

Voting rights on the shares, if any, as may be issued to
employees under the Plans, are to be exercised by them
directly or through their appointed proxy. Hence, the disclosure
stipulated under Section 67(3) of the Act, is not applicable. There
is no material change in the JSWCL ESOP-2016 and ESOP-2021
and the aforesaid Schemes are in compliance with the SEBI
SBEB Regulations, as amended from time to time. The Certificate
from the Secretarial Auditor of the Company, that the aforesaid
Scheme have been implemented in accordance with the SEBI
SBEB Regulations along with the Resolution passed by the
Members, would be available for electronic inspection by the
Members at the forthcoming AGM.

15. DISCLOSURES RELATED TO POLICIES> Whistle Blower Policy/ Vigil Mechanism

The Board has, in confirmation with Section 177 of the Act and
Regulation 22 of Listing Regulations framed "Whistle Blower
Policy/ Vigil Mechanism.

The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting the
highest standards of professionalism, honesty, integrity, and
ethical behaviour.

This Policy has been framed with a view to providing a mechanism
interalia enabling stakeholders, including Directors and individual
employees of the Company and their representative bodies, to
freely communicate their concerns about illegal or unethical
practices and to report genuine concerns or grievances as also
to report to the management concerns about unethical behavior,
actual or suspected fraud or violation of the Company''s code of
conduct or ethics policy.

The Whistle Blower Policy/Vigil Mechanism of the Company
is available on the website of the Company at: https://www.
jswcement.in/policy.php

Details of the same are also given in the Corporate Governance
Report which forms part of this Annual Report.

> Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility
(CSR) Committee and framed a CSR Policy. The brief details
of CSR Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report.

As a responsible and proactive corporate, the Company has
adopted a CSR Policy in compliance of Section 135 of the
Companies Act, 2013 and can be accessed at https://www.
jswcement.in/policy.php. The Company aims to follow a
complete life cycle approach, focusing, inter alia, on women
empowerment through education, sanitation and a range of
such access related issues that hinder a holistic development
of the communities. Specific interventions recommended by the
policy are efficient maternal and child health care with enhanced
access to improved nutrition services; early childhood/ preÂ¬
primary education and its effective completion till secondary
education; better access to life skill education for adolescents;
and enhancing of the output of prevalent occupations along
with vocation education.

The Company decided its priority towards villages in the
immediate vicinity of the plant locations defined as Direct
Influence Zone (DIZ). However, certain programs might have
been expanded beyond this geographical preview for upscaling
and defined as Indirect Influence Zone (IIZ). Details of the CSR
initiatives under taken by the Company pursuant to provisions of
the Companies Act, 2013 are given in "Annexure A" to this report.

> Nomination Policy

Nomination Policy The Company has adopted a Nomination Policy
to identify persons who are qualified to become Directors on
the Board of the Company and who may be appointed to senior
management positions in accordance with the criteria laid down,
and recommend their appointment and removal and also for the
appointment of Key Managerial Personnel (KMP) of the Company,
who have the capacity and ability to lead the Company towards
achieving sustainable development. In terms thereof, the size
and composition of the Board should have:

â¢ an optimum mix of qualifications, skills, gender, and
experience as identified by the Board from time to time;

â¢ an optimum mix of Executive, Non-Executive, and
Independent Directors;

â¢ minimum six number of Directors or such minimum number
as may be required by Listing Regulations and/or by the Act
or as per Articles;

â¢ maximum number of Directors as may be permitted by the
Listing Regulations and/or by the Act or as per Articles; and

â¢ at least one Independent Woman Director.

While recommending a candidate for appointment, the
Nomination a Remuneration Committee shall assess the
appointee against a range of criteria, including qualifications, age,
experience, positive attributes, independence, relationships,
gender diversity, background, professional skills, and personal
qualities required to operate successfully in the position and
has the discretion to decide the adequacy of such criteria
for the concerned position. All candidates shall be assessed
on the basis of merit, skills, and competencies without any
discrimination based on religion, caste, creed, or sex.

> Remuneration Policy

The Company regards its employees as the most valuable and
strategic resource and seeks to ensure a high-performance work
culture through a fair compensation structure, which is linked
to Company and individual performance. The compensation, is
therefore, based on the nature of the job, as well as the skill and
knowledge required to perform the given job in order to achieve
the Company''s overall objectives.

The Company has devised a policy relating to the remuneration
of Directors, KMPs, and senior management employees with the
following broad objectives:

i. Remuneration is reasonable and sufficient to attract,
retain, and motivate Directors;

ii. Remuneration is reasonable and sufficient to motivate
senior management, KMPs, and other employees and to
stimulate excellence in their performance;

iii. Remuneration is linked to performance.

iv. Remuneration Policy balances fixed and variable pay and
short and long-term performance objectives.

The Remuneration Policy of the Company is available on the
website of the Company at: https://www.jswcement.in/policy.
php.

> Risk Management Policy

The Board of Directors of the Company has designed and
adopted a Risk Management Policy aimed to ensure resilience
for sustainable growth and sound corporate governance by
having a process of risk identification and management in
compliance with the provisions of the Companies Act, 2013
and the Listing Regulations. The Company is faced with risks
of different types, all of which need different approaches for
mitigation. Details of various risks faced by the Company are
provided in Management Discussion and Analysis section of
this Integrated Annual Report. Based on the Risk Management
Policy, a standardized Risk Management Process and System
was implemented across the JSW group. Risk plans have been
framed for all identified risks with mitigation action, target dates
and responsibility. Risk Management Committee closely monitor
and review the risk plans. The Committee meets every half-year
to review key strategic and tactical risks, identify new risks and
assess the status of mitigation measures.

> Board Evaluation Policy

The annual evaluation of the performance of the Directors,
Committees and the Board for the financial year 2025-26 was
carried out in the manner as laid down in the Board Evaluation
Policy of the Company through a structured questionnaire. The
evaluation also covers specific criteria and the grounds on which
all Directors in their individual capacity were evaluated including
fulfilment of the independence criteria for Independent Directors
as laid in the Act and the Listing Regulations. The evaluation
of the performance of the Board, its Committees, Chairman
and Directors. Suggestions emanating out of the performance
evaluation exercise, if any, are reviewed by the Board.

The Board evaluation outcome showcasing the strengths of the
Board and areas of improvement in the processes and related
issues for enhancing Board effectiveness were discussed by
the Board. Overall, the Board expressed its satisfaction on the
performance evaluation process as well as performance of all
Directors, Committees and Board as a whole.

I ndividual members of the Board were also evaluated against
the various skills / expertise / competencies, identified and
approved by the Board of Directors as are required in the context
of Company''s business.

The evaluation indicates that the Board has an optimal mix
of skills and expertise to function effectively. The mapping of
the Board skills and expertise vis-a-vis individual Directors is
outlined in the Corporate Governance Report forming a part of
this Integrated Annual Report.

The Board in FY 2024, reviewed the Board Evaluation Policy to
ensure its continued relevance.

> Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c), 46(2)(h) and
Schedule V of the Listing Regulations, the Company has adopted
a Policy for determining Material Subsidiaries laying down the
criteria for identifying material subsidiaries of the Company.

The Company does not have any material subsidiary company
during the year under review.The Material subsidiary Policy of the
Company is available on the website of the Company at: https://
www.jswcement.in/policy.php.

> Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the
Board has approved and adopted a Dividend Distribution Policy
which provides:

a. the circumstances under which shareholders may or may
not expect dividend;

b. the financial parameters that shall be considered while
declaring dividend;

c. the internal and external factors that shall be considered
for declaration of dividend;

d. manner as to how the retained earnings shall be utilized.

The Dividend Distribution Policy was last reviewed by the Board
in FY 2024-25 to ensure its continued relevance.

The Dividend Distribution Policy of the Company is available on
the website of the Company at https://www.jswcement.in/policy.
php.

16. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2026, the Company has five subsidiary
companies, two joint-venture companies and one associate
company. Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 ("Act") read with the Companies (Accounts)
Rules, 2014 and in accordance with applicable accounting
standards, a statement containing the salient features of
financial statements for the year ended 31^st March, 2026 of
the Company''s subsidiaries in the prescribed format AOC-1 is
annexed as Annexure B to this Report.

I n accordance with Section 136 of the Companies Act, 2013,
the audited Financial Statements, including the Consolidated
Financial Statements and the related information of the Company
as well as the audited accounts of each of its subsidiaries, are
available on the website of the Company at www.jswcement.in.

Adarsh Advisory Services Private Limited is the Holding
Company. Details of subsidiaries/joint ventures/Associate of the
Company is provided as part of the notes to the consolidated
financial statements.

a) Shiva Cement Limited is a Subsidiary Company incorporated
in the year 1985 and the Company is listed on Bombay
Stock Exchange, having its Registered office at Jindal
Mansion, 5A, DR. G Deshmukh Marg , Mumbai, Dr Deshmukh
Marg, Mumbai, Mumbai, Maharashtra, India, 400026 .

b) Utkarsh Transport Private Limited is a wholly owned
subsidiary company incorporated on 25^th April 2018 and
having its Registered office at Jindal Mansion, 5A, Dr. G.
Deshmukh Marg, Dr Deshmukh Marg, Mumbai, Mumbai-
400026, Maharashtra, India .

c) JSW Green Cement Private Limited is a wholly owned
subsidiary company incorporated on 18^th November,
2019 and having Registered office at JSW Cement Limited,
Babukhan Millenium Centre, 6-3-1099/1100, No. 702, A
Block Somajiguda, Hyderabad Telangana 500082.

d) Cemterra Enterprise Private Limited is a wholly owned
subsidiary company incorporated on 05^th July, 2024 and
having Registered office at CTS No. 608/1A-V Plot 2, S.
No. 341, Near Provident Office, Bandra (East), Mumbai -
400051, Maharashtra.

e) JSW Cement Middleeast LLC-SPC is a newly incorporated
wholly owned subsidiary on 24^th March, 2026 under the
jurisdiction of Fujairah Municipality.

f) JSW One Platforms Limited (Formerly known as ''JSW Retail
Limited''),JSW Cement FZC (Formerly known as JSW Cement
FZE), are joint ventures of the Company.

g) JSW Renewable Energy (Cement) Ltd is an associate
company of the Company.

Pursuant to the provisions of Regulation 16(1) (c) of the Listing
Regulations, the Company has adopted a Policy for determining
Material Subsidiaries, laying down the criteria for identifying
material subsidiaries of the Company. The Policy is available on
the Company website at https://www.jswcement.in/policy.php

For more details about subsidiaries, in addition to Form AOC-1
annexed as Annexure B, Members are requested to refer to the
Management Discussion and Analysis section which forms part
of this Integrated Annual Report. Except as mentioned above, no
other company became/ceased to be Subsidiary/JV/Associate
company, during the year.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a balanced mix of Executive and NonÂ¬
Executive Directors. As on March 31, 2026, the Board comprises
of 13 Directors of which three are Executive Directors, ten are
Non-Executive Directors including two Woman Directors. The
Company has seven Independent Directors on the Board out of
which two are Woman Independent Directors.

During the year under review, following are the changes in the
Directors & Key Managerial Personnel of the Company:

Appointment/Re-appointment of the Directors

â¢ Mr. Utsav Baijal (DIN: 02592194) Non-Executive
Nominee Director, tendered his resignation from the
Board of Directors of the Company with effect from the
close of business hours on 4^th November 2025 due to
personal reasons.

â¢ Mr. Sudhir Maheshwari (DIN: 02376365) Non - Executive
Nominee Director, tendered his resignation from the Board
of Directors of the Company with effect from the close of
business hours on 24^th October 2025.

Mr. Utsav Baijal''s and Mr. Sudhir Maheshwari''s resignation
is pursuant to the recent Initial Public Offering (IPO) of
the Company and its subsequent listing on the stock
exchanges. The appointment of the said Directors was
made in accordance with the terms of the Shareholders
Agreement ("SHA") dated 22^nd June, 2021 by and amongst
Adarsh Advisory Services Private Limited, Synergy Metals
Investments Holding Limited and the Company. In terms of
the Amendment and Waiver Agreement dated 12^th August,
2024 by and amongst the Company, Adarsh Advisory
Services Private Limited, Synergy Metals Investments
Holding Limited, AP Asia Opportunistic Holdings Pte. Ltd.,
and State Bank of India on the IPO of the Company, Mr. Mr.
Utsav Baijal and Sudhir Maheshwari has tendered his
resignation from the position of Non - Executive Nominee
Director on the Board of the Company.

â¢ Further, based on the recommendation of the Nomination
and Remuneration Committee, Mr. Sudhir Maheshwari (DIN:
02376365) was appointed as an additional Director (NonÂ¬
Executive Non-Independent Director) in the meeting of
Board of Directors held on 7^th November, 2025 and further
approved by the shareholders by way of postal ballot
passed on December 27^th, 2025. However, Mr. Maheshwari
tendered his resignation from the Board of Directors of the
Company with effect from the close of business hours on
14^th April, 2026 due to personal reasons.

â¢ Mr. Parth S. Jindal (DIN: 06404506) was re-appointed as
a Managing Director for a period of 5 years with effect
from 20^th June, 2026 upto 19^th June, 2031 in the meeting
of Board of Directors held on 04^th February, 2026 and the
same was approved by the shareholders by way of postal
ballot passed on 29^th March, 2026.

â¢ Mr. Pankaj Kulkarni (DIN: 00725144) was re-appointed as an
Independent Director for a second term of 5 consecutive
years with effect from 1^st April, 2026 upto 31^st March, 2031
in the meeting of Board of Directors held on 04^th February,
2026 and the same was approved by the shareholders by
way of postal ballot passed on 29^th March, 2026.

â¢ Ms. Sutapa Banerjee (DIN: 02844650) retired from the office
of Independent Director with effect from close of business
hours on 21^st April, 2026 on account of completion of her
two terms as an Independent Director.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and in terms of the Articles of Association
of the Company, Mr.Seshagiri Rao MVS, DIN: 00029136 retire
by rotation at the forthcoming Annual General Meeting and
being eligible, offers himself for re-appointment. The proposal
regarding his re-appointment shall be placed for approval
by the Shareholders and has been included in the notice of
forthcoming Annual General Meeting of the Company. The
Directors recommend the same for approval by the Members.

The Profile of Mr. Seshagiri Rao MVS (DIN: 00029136 ) as required
under Regulation 36(3) of the Listing Regulations and Clause
1.2.5 of the Secretarial Standard - 2, is given in the Notice of the
AGM, which forms part of this Integrated Annual Report.

The Company has received declarations from all the Independent
Directors under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations.

I n terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of
any circumstance or situation that exists or may be reasonably
anticipated that could impair or impact their ability to discharge
their duties with an objective, independent judgment and
without any external influence.

The Independent Directors have complied with the Code for
Independent Directors prescribed under Schedule IV of the
Companies Act, 2013 and the Listing Regulations. The Board is
of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience and expertise and
they hold highest standards of integrity.

The Company familiarizes its Independent Directors with their
roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model
and related risks of the Company, etc. The brief details of the
familiarisation programme are put up on the website of the
Company at: https://www.jswcement.in/policy.php.

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, Mr. Parth Sajjan Jindal, Managing Director, Mr. Nilesh
Narwekar, Whole Time Director & Chief Executive Officer,
Mr. Narinder Singh Kahlon, Director - Finance & Commercial and
Chief Financial Officer and Ms. Sneha Bindra, Company Secretary
are the Key Managerial Personnel of the Company as on March
31, 2026. Except as stated above, there was no other change in
the Directors and Key Managerial Personnel of the Company.

18. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES

Regular meetings of the Board and its Committees are held to
discuss and decide on various business policies, strategies,
financial matters and other businesses.

â¢ Meetings of the Board:

During the year, 10 (Ten) Board Meetings were held, the
details of which are given in the Corporate Governance Report,
forming part of this Integrated Annual Report. The intervening
gap between the meetings was within the period prescribed
under the Companies Act, 2013 and Regulations 17 of the
Listing Regulations.

â¢ Committee of Board:

The Company has constituted various Committees of the Board as
required under the Companies Act, 2013 and Listing Regulations.
More information on the aforesaid Committees including details
of their composition, number of meetings held, attendance of
members, etc. are provided in the Corporate Governance Report
that forms a part of this Integrated Annual Report.

The Board of Directors confirm that, during the year under
review, they have accepted all recommendations received from
its Committees.

19. CORPORATE GOVERNANCE REPORT

The Company consistently endeavours to follow corporate
governance guidelines and best practices sincerely and disclose
the same transparently. The Board is conscious of its inherited
responsibility to disclose timely and accurate information on the
Company''s operations, performance, material corporate events
as well as on leadership and governance matters relating to the
Company. The Company has complied with the requirements
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and amendments thereof (SEBI LODR Regulations) regarding
corporate governance.

The report on the Company''s Corporate Governance practices
and the Statutory Auditors'' Certificate on compliance of
mandatory requirements thereof is given as "Annexure C" which
forms part of this Integrated Annual Report.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT(BRSR)

The Company believes that transparent, accurate, and
comprehensive disclosure practices not only aid in strategic
decision-making but also help demonstrate the incremental
value created for all groups of stakeholders.

I n accordance with the SEBI Listing Regulations, the BRSR for
the year under review, describing the initiatives taken by the
Company from an environment, social and governance (ESG)
perspective, forms part of this Integrated Annual Report.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, the Directors
confirm that:

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

b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for the year under review;

c) t he Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the
year under review, on a ''going concern'' basis;

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

f) t he Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

22. AUDITORS AND AUDITOR''S REPORTa. Statutory Auditors and Audit Report

The Board of Directors at its meeting held on 1^st June, 2023
had recommended the appointment of M/s Deloitte Haskins &
Sells LLP Chartered Accountants, as the Statutory Auditors of
the Company for first term of 5 years to hold office from the
conclusion of the ensuing 17^th AGM until the conclusion of the
22^nd AGM of the Company to be held in the calendar year 2028.
M/s. Deloitte Haskins & Sells LLP had expressed their willingness
to be appointed as Statutory Auditors of the Company. They
had further confirmed that their appointment, if made, would
be within the limits prescribed under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for
appointment in terms of provisions of the Act & Rules made
thereunder and SEBI (LODR) Regulations.

Accordingly, the proposal was placed in the 17^th AGM held on
26^th September, 2023 for their appointment as the Statutory
Auditors of the Company, from the conclusion of the ensuing
17^th AGM until the conclusion of the 22^nd AGM of the Company
to be held in the calendar year 2028, in terms of Section 139(1)
of the Companies Act, 2013, the said proposal was approved by
the Shareholders.

The Notes on financial statements referred to in the Auditor''s
Report are self-explanatory and do not call for any further
comments. The Auditor''s Report for the year under review does
not contain any qualification, reservation, adverse remark,
or disclaimer.

b. Cost Auditors and Cost Audit

The Company has made and maintained cost accounts and
records as specified by the Central Government under Section
148(1) of the Act. The Company has appointed M/s Kishore
Bhatia and Associates (Firm Registration No. 00294) as the
Cost Auditors of the Company to undertake the audit of the cost
records of the Company for the FY 2025-26.

The Board of Directors of the Company, on the recommendation
made by the Audit Committee, re-appointed M/s Kishore Bhatia
and Associates as the Cost Auditors of the Company to conduct
the Cost Audit for the FY 2026-27 at a remuneration of '' 4,00,000
(Rupees Four Lakhs only) plus out of pocket expenses, travelling
and other expenses (which would be reimbursable at actuals)
plus taxes, wherever applicable.

M/s Kishore Bhatia and Associates, being eligible, have
consented to act as the Cost Auditors of the Company for the
FY 2026-27 and have confirmed that they are not disqualified
to be appointed as such. The resolution for ratification of the
proposed remuneration payable to M/s Kishore Bhatia and
Associates to audit the cost records of the Company for the
FY 2026-27, is being placed for the approval of the Members of
the Company at the forthcoming AGM.

c. Secretarial Auditor and Secretarial Audit

The Members at the AGM held on 15^th July 2025 approved
the appointment of M/s. S. K. Jain & Co., Practicing Company

Secretary (CP No. 3076; Peer Review Certificate No. 6574/2025),
as the Secretarial Auditor for a term of five consecutive years,
from the financial year 2025-26 till the financial year 2029-30.

The Secretarial Audit Report issued by M/s. S. K. Jain & Co.,
Practicing Company Secretary, for the financial year 2025-26
confirms that the Company has complied with the provisions
of the applicable laws and does not contain any observation
or qualification requiring explanation or comments from the
Board under Section 134(3) of the Act. The report in Form MR-3
is annexed as Annexure D to this Integrated Annual Report.

The Annual Secretarial Compliance Report issued by the
Secretarial Auditor in terms of Regulation 24A of the Listing
Regulations has been submitted to the Stock Exchanges within
the statutory timelines and is available on the website of the
Company at the link: https://www.jswcement.in/secretarial-
compliance-report.php

23. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied
with Secretarial Standards 1 and 2, issued by the Institute of
Company Secretaries of India.

24. MATERIAL CHANGES AND COMMITMENTS

In terms of section 134(3)(l) of the Companies Act, 2013, except
as disclosed hereunder or elsewhere in this report, no material
changes and commitments which could affect the company''s
financial position have occurred between March 31, 2026 and
the date of this report.

25. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the
Company during the FY 2025-26.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

No significant and material orders have been passed by any
Regulator or Court or Tribunal which can have significant impact
on the going concern status and the Company''s operations
in future.

27. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, copies of the Annual Return of the
Company prepared in accordance with Section 92(3) of the
Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the
Company and are accessible at the web-link https://www.
jswcement.in/annual-return.

28. REPORTING OF FRAUDS

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of the Act and
Rules framed thereunder.

29. INTEGRATED ANNUAL REPORT

The Securities and Exchange Board of India (SEBI), in its
circular dated February 6, 2017, had advised the top 500 listed
companies (by market capitalization) to voluntarily adopt
Integrated Reporting (IR) from FY 2017-18.

The Company has published its Integrated Report to be in line
with the International Integrated Reporting Framework laid
down by the International Integrated Reporting Council (IIRC).
The framework pivots the Company''s reporting approach around
the paradigm of value creation and its various drivers. It also
reflects the Company''s belief in sustainable value creation
while integrating a balanced utilization of natural resources
and social development in its business decisions. An Integrated
Report intends to give a holistic picture of an organization''s
performance and prospects to the providers of financial capital
and other stakeholders. It is thus widely regarded as the future
of corporate reporting.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND INNOVATION

The information required pursuant to the provisions of Section
134 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 regarding conservation
of energy, technology absorption, adoption or innovation is
attached hereto as "Annexure E" and forms part of this report.

31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE

The Company is dedicated to establishing and maintaining
a workplace that is free from all forms of discrimination and
harassment, including sexual harassment, for all employees.

The Company has complied with the provisions related to
constitution of Internal Complaints Committee (ICC) under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 across locations to address
and redress complaints received regarding sexual harassment.
The Company received 2 complaints pertaining to sexual
harassment during FY 2025-26 which stands resolved as on
March 31, 2026.

32. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure F to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms a part of this Report. However, as per first proviso
to Section 136(1) of the Act and second proviso of Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Report and Financial Statements are
being sent to the Members of the Company excluding the said
statement. Any Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered
Office of the Company.

33. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to Regulate, Monitor
and Report Trading by Insiders ("Code") to regulate, monitor
and report designated persons and their immediate relatives
as per the requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be followed
by designated persons while trading/ dealing in Company''s
shares and sharing Unpublished Price Sensitive Information
("UPSI"). The Code covers the Company''s obligation to maintain
a digital database, mechanism for prevention of insider trading
and handling of UPSI. Further, the Company also has a code
for practices and procedures for fair disclosure of UPSI which
was last reviewed by the Board in financial year 2024-25 and
is available on the Company''s website at the link: https://www.
jswcement.in/policy.php

34. CYBER SECURITY

In view of the increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the threat
scenarios. Company''s technology environment is enabled with
real time security monitoring with requisite controls at various
layers starting from end user machines to network, application
and the data. During the financial year under review, no such
incidence was reported.

35. IBC CODE AND ONE-TIME SETTLEMENT

There is no proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not
been any instance of one-time settlement of the Company with
any bank or financial institution.

36. ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation to
all employees for their hard work, dedication, commitment, and
efforts put in by them to achieve encouraging results during this
year. The Board also wishes to express its sincere appreciation
and thanks to all customers, suppliers, banks, financial
institutions, solicitors, advisors, Bond holders, shareholders S
other stakeholders the Government of India, concerned State
Governments, and other regulatory S statutory authorities
for their consistent support and cooperation extended to
the Company during the year. The Board extends its heartfelt
gratitude to the shareholders for investing in the Initial Public
Offer (IPO).

For and on behalf of the Board
JSW Cement Limited

Seshagiri Rao MVS

Date: 21.05.2026 Chairman

Place: Mumbai DIN: 00029136

Mar 31, 2025

On behalf of the Board of Directors, it gives a great pleasure to present the 19^th Annual Report and Audited Financial Statements of
JSW CEMENT LIMITED ("the Company") for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The key highlights of financial performance for the Company as reflected by its Audited Financial Statements for the Financial Year ended
March 31, 2025 is summarized below:

('' in crore)

Particulars	Standalone		Consolidated
Particulars	FY 2024-25 \|	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	5505.47	5794.80	5813.07	6028.10
Other income	164.23	157.09	101.59	86.50
Total Income	5669.70	5951.89	5914.66	6114.60
Expenses
Cost of material consumed	1474.13	1401.41 \|	1452.28	1308.94
Purchases of stock in trade	13.59	16.74	37.45	22.69
Changes in inventories of finished goods and work-in-progress	4.28	(8.71)	(6.81)	(13.79)
Employee benefits expense	329.17	274.06	369.48	299.36
Finance costs	384.40	379.41	450.15	434.71
Depreciation and amortization expense	262.99	242.47	310.34	278.28
Power and fuel	715.97	851.98	846.86	990.33
Freight and handling expenses	1326.87	1361.66	1396.02	1437.10
Fair value loss arising from financial instruments designated as FVTPL	135.26	177.07	144.45	141.34
Expected credit loss on Incentives under Government schemes	5.58	54.78	5.58	54.78
Other expenses	798.51	782.72	877.54	860.23
Less: Captive consumption	(23.51)	(5.41)	(23.51)	(5.77)
Total Expenses	5427.24	5528.18	5859.83	5808.20
Profit before share of profit/(loss) from joint ventures and associate	242.46	423.71	54.83	306.40
Share of loss from joint ventures and associate (net)	-	-	(98.47)	(82.03)
Profit/(loss) before Tax	242.46	423.71	(43.64)	224.37
Total tax expense	140.55	202.79	120.12	162.35
Profit/(loss) for the year	101.91	220.92	(163.76)	62.02
Other Comprehensive Income/ (loss)	(3.95)	67.75	(1.06)	69.25
Total Comprehensive Income/ (loss)	97.96	288.67	(164.82)	131.27

2. OVERVIEW OF COMPANY''S PERFORMANCE HIGHLIGHTS

a. Consolidated Performance

The total consolidated production of Cement and Ground
Granulated Blast Furnace Slag ("GGBS") during the year under
review was 12.36 MTPA (Cement 7.17 MTPA, and GGBS 5.19
MTPA) as compared to production of 12.15 MTPA (Cement 7.04
MTPA, and GGBS 5.11 MTPA) in the previous year, recording
increase of 1.7% over previous year. The total consolidated sales
of Cement and GGBS during the year under review as 12.27 MTPA
(Cement 7.09 MTPA, GGBS 5.18 MTPA) as compared to sales of
12.02 MTPA (Cement 6.94 MTPA, GGBS 5.08 MTPA) in previous
year recording an increase of 2% over previous year.

b. Standalone Performance

The total standalone production of Cement and Ground
Granulated Blast Furnace Slag ("GGBS") during the year under
review was 12.36% MTPA (Cement 7.17 MTPA, and GGBS 5.19
MTPA) as compared to production of 12.15 MTPA (Cement 7.04
MTPA, and GGBS 5.11 MTPA) in the previous year, recording
increase of 1.7% over previous year. The total consolidated sales
of Cement and GGBS during the year under review as 12.27 MTPA
(Cement 7.09 MTPA, GGBS 5.18 MTPA) as compared to sales of
12.02 MTPA (Cement 6.94 MTPA, GGBS 5.08 MTPA) in previous
year recording an increase of 2% over previous year.

3. FINANCIAL STATEMENT:

The audited Standalone and Consolidated Financial Statements
of the Company, which form a part of this Annual Report,
have been prepared in accordance with the provisions of the
Companies Act, 2013 and the Indian Accounting Standards.

4. DIVIDEND:

Equity Shares

The Board of Directors have not recommended any dividend on
the equity shares of the Company.

Preference Shares

The Board of Directors have declared a dividend at a coupon
rate of 0.01% on pro rata basis, net amounting to '' 14.02 lakhs
and gross amounting to '' 16 lakhs to 1600,00,000 Compulsory
Convertible Preference shares (CCPS) holders for the
FY 2024-25.

5. CAPITAL STRUCTURE OF YOUR COMPANY:

â¢ Authorised Share Capital:

The Authorised Share Capital of the Company as on March
31, 2025:

'' 3500,00,00,000 (Rupees Thirty-Five Hundred Crores)
consisting of:

â¢ 180,00,00,000 (One Hundred and Eighty Crores) Equity
Shares of face value of '' 10 (Rupees Ten) each and

â¢ 17,00,00,000 (Seventeen Crores) compulsorily convertible
preference shares of face Value of '' 100 (Rupees One
Hundred) each.

â¢ Issued, subscribed and paid up share capital Share
Capital:

The issued, subscribed and paid up share capital of the Company
as on March 31, 2025:

â¢ '' 10,188,589,220/- (One Thousand Eighteen Crores, Eighty-
Five Lakhs, Eighty-Nine Thousand, Two Hundred Twenty
Rupees only), comprising of 1,018,858,922 (One Hundred
One Crore, Eighty-Eight Lakh, Fifty-Eight Thousand, Nine
Hundred Twenty Rupees) Equity shares of '' 10/- (Rupees
Ten) each.

â¢ 160,000,000 Compulsorily Convertible Preference Shares
("CCPS") of '' 100/- each to:

> 75,000,000 (Seven Crore Fifty Lakh) to Synergy
Metals Investments Holding Limited

> 75,000,000 (Seven Crore Fifty Lakh) to AP Asia
Opportunistic Holdings Pte. Ltd and

> 10,000,000 (One crore) to State Bank of India.

During the year under review, the Company has pursuant to
Section 62, 67 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013 had issued and allotted
3,25,06,692 (Three Crores Twenty-Five Lakhs Six Thousand
Six Hundred Ninety-Two) Equity Shares of '' 10/- (Rupees Ten)

each for cash at premium of '' 40.58/- (Forty Rupees Fifty-Eight
Paisa) aggregating to '' 1,64,41,88,481 (Rupees One Hundred
Sixty-Four Crores Forty-One Lakhs Eighty-Eight Thousand Four
Hundred Eighty-One) under ESOP Scheme 2016 & 2021 to the
JSW Cement Employees ESOP Trust.

During the year under review, the Company has not issued any:

a) shares with differential rights,

b) sweat equity shares;

6. TRANSFER TO RESERVES:

Your Company has not transferred any amount to the Reserves
for the period ended March 31, 2025.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented in a separate
section forming part of this Annual Report.

8. CREDIT RATING:

During the year, the Company''s credit rating was reaffirmed as
A /Stable for long term loans by India ratings & CRISIL Limited
and was reaffirmed as A1 for short term loan by India ratings
and A1 by CRISIL Limited.

9. DEPOSIT:

The Company has not accepted any deposits from public in
terms of Section 73 & 74 and other applicable provisions of the
Companies Act, 2013, read with rules made thereunder.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
provided in Notes to the Financial Statements.

11. INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIAL
CONTROL:

Internal Control

Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with
new/revised standard operating procedures. The Company''s
internal control system is commensurate with its size, scale
and complexities of its operations. The main thrust of internal
audit is to test and review controls, appraisal of risks and
business processes, besides benchmarking controls with best
practices in the industry. The Audit Committee of the Board of
Directors actively reviews the adequacy and effectiveness of
the internal control systems and suggests improvements to
strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control
mechanism. Significant audit observations and corrective
actions taken by the management are presented to the
Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the
Chairman of the Audit Committee.

Internal Audit

JSW Group Audit Team perform the Internal Audit function and
followed best standard practices. The Internal Audit function
covers all the factories, sales offices, warehouses and centrally
controlled businesses and functions, as per the annual plan
agreed with the Audit Committee. The audit coverage plan is
approved by the Audit Committee at the beginning of every
year. Every quarter, the Audit Committee is presented with key
control issues and actions taken on the issues highlighted in
previous report.

Internal Financial Controls

As per section 134(5)(e) of the Companies Act 2013, the Directors
have an overall responsibility for ensuring that the Company
has implemented robust system and framework of Internal
Financial Controls. The Company has in place adequate internal
financial controls with reference to the Financial Statements.
Such controls have been assessed during the year taking into
consideration the essential components of internal controls
stated in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by The Institute of Chartered
Accountants of India. Based on the results of such assessment
carried out by management, no reportable material weakness
or significant deficiencies in the design or operation of internal
financial controls was observed. Nonetheless, the Company
recognizes that any internal control framework, no matter how
well designed, has inherent limitations and accordingly, regular
audit and review processes ensure that such systems are
reinforced on an ongoing basis.

This framework includes entity level policies, process and
operating level standard operating procedures. The entity
level policies include anti-fraud policies, whistle blower policy,
HR policy, treasury policy. The Company has also prepared
Standard Operating Procedures (SOP) for each of its processes
like procure to pay, order to cash, hire to retire, treasury, fixed
assets, inventory, manufacturing operations etc.

12. PARTICULAR OF CONTRACT AND ARRANGEMENT WITH
RELATED PARTY TRANSACTIONS:

During the year under review, all other contracts / arrangements
/ transactions entered into during the financial year 2024-25
by the Company with Related Parties were in the ordinary
course of business and on an arm''s length basis. Related Party
Transactions which are in the ordinary course of business and
on an arm''s length basis, of repetitive nature and proposed to
be entered into during the financial year are placed before the
Audit Committee for prior omnibus approval. A statement giving
details of all Related Party Transactions, as approved, is placed
before the Audit Committee for review on a quarterly basis.

All Related Party Transactions (RPT) and subsequent material
modifications are placed before the Audit Committee for its
review and approval. Prior omnibus approval is obtained for RPT
which are of repetitive nature and / or entered in the ordinary
course of business and are at arm''s length. All RPT are subjected
to independent review by a reputed accounting firm to establish
compliance with the requirements under the Act.

The Company has developed a framework for the purpose of
identification and monitoring of such Related Party Transactions.
The details of transactions / contracts / arrangements entered
into by the Company with Related Parties during the financial
year under review are set out in the Notes to the Financial
Statement. The disclosure of material RPTs as required to made
under Section 134 in Form AOC-2 is attached as Annexure A to
this Report.

The details of all transactions / contracts / arrangements entered
by the Company with related parties are set out in the Notes to
the Financial Statements.

13. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLAN
AND SCHEME:

The Board of Directors of the Company, formulated the
JSW Cement Employee Stock Ownership Plan- 2016 (ESOP
Scheme-2016) and JSW Cement Employee Stock Ownership
Plan (JSWCL ESOP-2021) respectively, to be implemented
through the JSW Cement Employees Welfare Trust (Trust), with
an objective of enabling the Company to attract and retain
talented human resources by offering them the opportunity to
acquire a continuing equity interest in the Company, which will
reflect their efforts in building the growth and the profitability of
the Company.

A detailed note on JSW Cement Employee Stock Ownership
Plan- 2016 (ESOP Scheme-2016) and JSW Cement Employee
Stock Ownership Plan (JSWCL ESOP-2021) are furnished in
Annexure B which forms a part of this Report.

14. POLICY:

The Company has adopted various policies which has been
available on website at www.jswcement.in of the Company. The
brief detail of few policies are as under:

> Whistle Blower Policy/ Vigil Mechanism:

The Company has a vigil mechanism named Whistle Blower
Policy / Vigil Mechanism to deal with instances of fraud and
mismanagement, if any. Details of the same are given in the
Corporate Governance Report.

â¢ Corporate Social Responsibility:

Your Company has constituted a Corporate Social Responsibility
(CSR) Committee and framed a CSR Policy. The brief details of
CSR Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report.

nutrition services; early childhood/ pre-primary education and its
effective completion till secondary education; better access to
life skill education for adolescents; and enhancing of the output
of prevalent occupations along with vocation education.

Further, the Chief Financial Officer of your Company has certified
that CSR spends of your Company for the FY 2024-25 have been
utilised for the purpose and in the manner approved by the Board
of the Company.

â¢ Nomination & Remuneration Policy:

The Board of Directors has framed a policy named as Nomination
Policy and Remuneration Policy which lays down a framework
in relation to criteria for selection and appointment of Board
Members, Key Managerial Personnel and Senior Management of
the Company as well as remuneration to be paid to Directors, Key
Managerial Personnel and Senior Management of the Company.

The policy of the Company on Directors'' appointment, including
criteria for determining qualifications, positive attributes,
independence of a Director and other matters, as required under
sub-section (3) of Section 178 of the Companies Act, 2013, is
governed by the Nomination Policy. The remuneration paid to
the directors is in accordance with the remuneration policy of
the Company.

While recommending the Candidate for appointment, the
Nomination and Remuneration Committee shall assess the
candidate against a range of criteria, i.e. qualification, age,
experience, positive attributes, independence, relationships,
diversity of gender, background, professional skills and personal
qualities, required to operate the position successfully and has
discretion to decide adequacy of such criteria for the concern
position. All candidates shall be assessed on the basis of
the merit, related skills and competencies. There shall be no
discrimination on the basis of religion, caste, creed or sex. Further
the committee also recommend to the Board remuneration to be
paid to such candidates with following broad objective:

a) Remuneration is reasonable and sufficient to attract, retain
and motivate directors,

b) Motivate KMP and other employees and to stimulate
excellence in their performance,

c) Remuneration is linked to Company''s performance,
individual performance and such other factors considered
relevant from time to time,

d) The policy balances fixed and variable pay and reflects
short and long term performance objectives.

â¢ Risk Management Policy:

The Company has a Risk Management Policy aimed to ensure
resilience for sustainable growth and sound corporate
governance by having a process of risk identification and
management in compliance with the provisions of the Companies
Act, 2013. The Company is faced with risks of different types,
all of which need different approaches for mitigation. Details
of various risks faced by the Company are provided in MDA
section of this Annual Report. Based on the Risk Management
Policy, a standardized Risk Management Process and System
was implemented across the JSW group. Risk plans have been
framed for all identified risks with mitigation action, target dates
and responsibility. Risk Management Committee closely monitor
and review the risk plans. The Committee meets every half-year
to review key strategic and tactical risks, identify new risks and
assess the status of mitigation measures.

â¢ Board Evaluation Policy:

Board Evaluation is a good governance practice. It comprises
of both assessment and review. This include analysis of how
the Board and its committees are functioning, the time spent
by the Board considering the matters and whether the terms of
reference of the Board & committees have been met.

Independent Directors play an important role in the governance
processes of the Board. The evaluation of Individual Director
focus on the contribution of Director in the Board and Committee.
The performance of Individual Director is assessed against
a range of criteria including the ability of director in creating
shareholder value, development of strategies, major risk
affecting the company and listen and respect the idea of fellow
director and member of the management.

The Board carried out an annual performance evaluation of its
own performance, the Independent Directors individually as well
as the evaluation of the working of the Committees of the Board.
The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee. The performance
evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors.

The Board believes, the evaluation process should be used
constructively as a mechanism to improve Board effectiveness,
maximise strengths and tackle weaknesses.

15. HOLDING AND SUBSIDIARY COMPANY:

Adarsh Advisory Services Private Limited is the Holding Company.
The Company has Four subsidiary companies, two joint-venture
companies and one associate company as on March 31, 2025.
Details of subsidiaries/joint ventures of your Company is provided
as part of the notes to the consolidated financial statements.

a) Shiva Cement Limited is a Subsidiary Company
incorporated in the year 1985 and the Company is listed
on Bombay Stock Exchange, having its Plant site at Shiva
Cement Limited, Telighana, PO: Birangatoli, Tehsil-Kutra,
District-Sundargarh Odisha- 770018.

b) Utkarsh Transport Private Limited is a wholly owned
subsidiary company incorporated on 25^th April 2018
and having Registered office at JSW Cement Limited,
Babukhan Millenium Centre, 6-3-1099/1100, No. 702, A
Block Somajiguda, Hyderabad Telangana 500082.

e) JSW One Platforms Limited (Formerly known as ''JSW Retail
Limited'') and JSW Cement FZC (Formerly known as JSW
Cement FZE) are joint ventures of the Company.

f) JSW Renewable Energy (Cement) Ltd is an associate
company of the Company.

During the year under review, National Company Law Tribunal,
Kolkata Bench passed an order on 6^th May 2024 vide order number
C.P.(CAA)/315/MB/C-III/2023 connected with C.A.(CAA)/240/
MB/ C-III/2023 and Scheme of Amalgamation under section
230 to 232 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013 between Springway
Mining Private Limited (''SMPL'' or ''the Transferor Company 1'') and
NKJA Mining Private Limited (''NMPL'' or ''the Transferor Company
2'') with JSW Cement Limited (''JCL'' or ''the Transferee Company'')
and their respective Shareholders (''Scheme'' or ''the Scheme'' or
''this Scheme'') as per the terms and conditions mentioned in
the Scheme. Hence, Springway Mining Private Limited and NKJA
Mining Private Limited has been merged with JSW Cement Limited.

Pursuant to the provisions of Section 129, 134 and 136 of the
Act read with rules made thereunder and your Company has
prepared Consolidated Financial Statements of your Company
and a separate statement containing the salient features of
Financial Statement of subsidiary, joint venture and associate
entities in Form AOC-1 is attached as "Annexure D" which forms
part of this Annual Report.

The Annual Financial Statements and related detailed information
of the subsidiary / joint venture companies shall be made
available to the shareholders of the holding and subsidiary / joint
venture companies seeking such information on all working days
during business hours. The financial statements of the subsidiary
/ joint venture companies shall also be kept for inspection by any
shareholders during working hours at your Company''s registered
office and that of the respective subsidiary / joint venture
companies concerned. In accordance with Section 136 of the
Act, the Audited Financial Statements, including Consolidated
Financial Statements and related information of your Company
and audited accounts of each of its subsidiary joint venture, are
available on website of your Company at www.jswcement.in.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a balanced mix of Executive and NonÂ¬
Executive Directors. As at March 31, 2025, the Board comprises
of 14 Directors of which three are Executive Directors, eleven
are Non-Executive Directors including two Woman Directors. The
Company has seven Independent Directors on the Board out of
which two are Woman Independent Directors. All Independent
Directors meet the criteria of independence as prescribed under
section 149 (6) of the Companies Act, 2013.

The Company has received declarations from all the Independent
Directors under Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as
prescribed thereunder.

The Independent Directors have complied with the Code for
Independent Directors prescribed under Schedule IV of the
Companies Act, 2013. The Board is of the opinion that the
Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest
standards of integrity.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and in terms of the Articles of Association
of the Company, Mr. Sudhir Maheshwari (DIN: 02376365)
and Mr. Utsav Baijal (DIN: 02592194) retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment. The proposal regarding their reÂ¬
appointment shall be placed for approval by the Shareholders
and has been included in the notice of forthcoming Annual
General Meeting of the Company.

Appointment/Re-appointment of the Directors

â¢ Mr. Akshaykumar N. Chudasama (DIN: 00010630) was
appointed as an Independent Director for a period of 5
years with effect from 15^th May, 2024 upto 14^th May, 2029
in the meeting of Board of Directors held on 15^th May, 2024
and the same was approved by the shareholders in ExtraÂ¬
Ordinary General Meeting held on 30^th July, 2024.

â¢ Mr. Aashish R. Kamat (DIN: 06371682) was appointed as
an Independent Director for a period of 5 years with effect
from 15^th May, 2024 upto 14^th May, 2029 in the meeting
of Board of Directors held on 15^th May, 2024 and the
same was approved by the shareholders in Extra-Ordinary
General Meeting held on 30^th July, 2024.

â¢ Mr. Raghav Chandra (DIN: 00057760) was appointed as
an Independent Director for a period of 5 years with effect
from 21^st May, 2024 upto 20^th May, 2029 in the meeting of
Board of Directors held on 21^st May, 2024 and the same
was approved by the shareholders in Extra-Ordinary
General Meeting held on 30^th July, 2024.

â¢ Ms. Preeti Reddy (DIN: 07248280) was appointed as an
Independent Director for a period of 5 years with effect
from 27^th July, 2024 upto 26^th July, 2029 in the meeting of

Board of Directors held on 27^th July, 2024 and the same
was approved by the shareholders in Extra-Ordinary
General Meeting held on 30^th July, 2024.

Pursuant to the provisions of Section 203 of the Act, Mr. Parth
Sajjan Jindal, Managing Director, Mr. Nilesh Narwekar, Whole Time
Director & Chief Executive Officer, Mr. Narinder Singh Kahlon,
Director - Finance & Commercial and Chief Financial Officer and
Ms. Sneha Bindra, Company Secretary are the Key Managerial
Personnel of the Company as on March 31, 2025.

17. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to
discuss and decide on various business policies, strategies,
financial matters and other businesses.

â¢ Meetings of the Board:

During the year, Eight Board Meetings were held the details
of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.

â¢ Committee of Board:

The Company has constituted various Committees of the
Board as required under the Companies Act, 2013. For details
like composition, number of meetings held, attendance of
members, etc. of such Committees, please refer to the Corporate
Governance Report that forms a part of this Annual Report.

18. CORPORATE GOVERNANCE:

The report on the Company''s Corporate Governance practices is
given as "Annexure E" to this Annual Report.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, the Directors
confirm that:

a) i n preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the
year under review, on a ''going concern'' basis;

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

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

20. AUDITORS AND AUDITOR''S REPORT:

a. Statutory Auditors:

The Board of Directors at its meeting held on 1^st June, 2023
had recommended the appointment of M/s Deloitte Haskins &
Sells LLP Chartered Accountants, as the Statutory Auditors of
the Company for first term of 5 years to hold office from the
conclusion of the ensuing 17^th AGM until the conclusion of the
22^nd AGM of the Company to be held in the calendar year 2028.
M/s. Deloitte Haskins & Sells LLP had expressed their willingness
to be appointed as Statutory Auditors of the Company. They
had further confirmed that their appointment, if made, would
be within the limits prescribed under Section 141(3)(g) of
the Companies Act, 2013 and that they are not disqualified
for appointment.

b. Cost Auditors:

Pursuant to Section 148(1) of the Companies Act, 2013 the
Company is required to maintain cost records as specified by the
Central Government and accordingly such accounts and records
are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the Board, at its meeting held on 15^th May, 2024
has on the recommendation of the Audit Committee, appointed
M/s. Kishore Bhatia & Associates, Cost Accountants to conduct

the audit of the cost accounting records of the Company for
FY 2024-25 on a remuneration of '' 3,50,000 (Rupees Three
Lakhs Fifty Thousand only) plus out of pocket expenses,
travelling and other expenses (which would be reimbursable at
actuals) plus taxes, wherever applicable. The remuneration is
subject to the ratification of the Members in terms of Section
148 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014 and accordingly was placed an d approved by the
Shareholders at the 18^th Annual General Meeting.

The due date for filing the Cost Audit Report for the financial year
ended 31^st March, 2024 was 30^th September, 2024, and the Cost
Audit Report was filed in XBRL mode on 20^th August, 2024.

c. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company had reÂ¬
appointed M/s. S. K. Jain & Co., Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the financial
year 2024-25.

The Secretarial Audit Report (issued by M/s. S. K. Jain & Co.,
Practicing Company Secretary) for the Financial Year 2025 does
not contain any qualification, reservation or adverse remark and
is attached to this report as Annexure F. Further, the Secretarial
Auditors have not reported any fraud under Section 143(12) of
the Act.

Subject to your approval being sought at the ensuing AGM
M/s. S. K. Jain & Co., Practicing Company Secretary (CP No. 3076;
Peer Review Certificate No. 6574/2025) has been appointed by
the Board as Secretarial Auditors of the Company to undertake
the Secretarial Audit of your Company for the first term of five
(5) consecutive years from FY 2025-26 till 2029-30. Secretarial
Auditors have confirmed that they are not disqualified to
be appointed as a Secretarial Auditor and are eligible to hold
office as Secretarial Auditor of your Company. Brief details of
M/s. S. K. Jain & Co., Practicing Company Secretary, are separately
disclosed in the Notice of ensuing AGM.

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied
with Secretarial Standards 1 and 2, issued by the Institute of
Company Secretaries of India.

22. MATERIAL CHANGE AND COMMITMENTS:

The shareholders of the Company are hereby informed that
during the year under review, the Company had filed its Draft
Red Herring Prospectus ("DRHP") with SEBI dated August 16,

2024, and filed an In-Principal Approval application with the
Stock Exchanges (i.e. BSE Limited and National Stock Exchange
of India Limited) where the securities are proposed to be listed.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

No orders have been passed by any Regulator or Court or Tribunal
which can have significant impact on the going concern status
and the Company''s operations in future.

24. ANNUAL RETURN:

25. REPORTING OF FRAUDS:

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND INNOVATION:

Foreign exchange earnings and Outgo

The Foreign Exchange earnings of the Company for the year under
review amounted to NIL (Standalone) and NIL (Consolidated). The
foreign exchange outflow of the Company for the year under
review amounted to '' 862.68 crores (Standalone) and '' 886.02
crores (Consolidated).

27. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has complied with the provisions related to
constitution of Internal Complaints Committee (ICC) under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 across locations to redress
complaints received regarding sexual harassment. The Company
received 4 complaint pertaining to sexual harassment during
FY 2024-25 which stands resolved as on March 31, 2025.

28. PARTICULARS OF EMPLOYEES:

The disclosure under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms a part of this Report. However, as per first
proviso to Section 136(1) of the Act and second proviso of
Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the Report and Financial
Statements are being sent to the Members of the Company
excluding the said statement. Any Member interested in
obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.

29. IBC CODE AND ONE-TIME SETTLEMENT:

30. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the
co-operation and assistance received from the Government
authorities, banks and other financial institutions, vendors,
suppliers, customers, shareholders and all other stakeholders
during the year under review.

Your Directors also wish to place on record their deep sense of
appreciation for the committed services of all the employees.

For and on behalf of the Board
JSW Cement Limited

Seshagiri Rao MVS

Date: 16.05.2025 Chairman

Place: Mumbai DIN: 00029136

Mar 31, 2024

On behalf of the Board of Directors, it gives a great pleasure to present the 18^th Annual Report and Audited Financial Statements of
JSW CEMENT LIMITED ("the Company") for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE-STANDALONE:

The key highlights of financial performance for the Company as reflected by its Audited Financial Statements for the Financial Year ended
March 31, 2024 is summarized below:

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23*	FY 2023-24	FY 2022-23*
Revenue from operations	5,794.80	4,770.74	6,028.10	5,836.72
Other income	157.09	130.40	86.50	145.49
Total Income	5,951.89	4,901.14	6,114.60	5,982.21
Expenses
Cost of material consumed	1,401.41	1,107.24	1,308.94	1,124.36
Purchases of stock in trade	16.74	42.36	22.69	450.00
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(8.71)	(7.55)	(13.79)	(7.39)
Employee benefits expense	274.06	264.80	299.36	294.63
Finance costs	379.41	261.47	434.71	310.23
Depreciation and amortization expense	242.47	232.34	278.28	373.21
Power and fuel	851.98	797.33	990.33	1,032.35
Freight and handling expenses	1,361.66	1,122.95	1,437.10	1,414.67
Fair value loss arising from financial instruments designated as FVTPL	177.07	135.36	141.34	135.36
Expected credit loss on Incentives under Government schemes	54.78	-	54.78	-
Other expenses	782.72	646.87	860.23	715.16
Less: Captive consumption	(5.41)	(3.41)	(5.77)	(3.90)
Total Expenses	5,528.18	4,599.76	5,808.20	5,838.68
Profit before share of Profit/(Loss) from Joint Venture and Tax	423.71	301.38	306.40	143.53
Share of loss from joint venture	-	-	(82.03)	(18.69)
Profit before Tax	423.71	301.38	224.37	124.84
Total tax expense	202.79	51.63	162.35	20.81
Profit for the year	220.92	249.75	62.02	104.03
Other Comprehensive Income/ (loss)	67.75	(12.59)	69.25	(8.52)
Total Comprehensive Income/ (loss)	288.67	237.16	131.27	95.51

2. OVERVIEW OF COMPANY''S PERFORMANCE HIGHLIGHTS

a. Consolidated Performance

The total consolidated production of Cement and Ground
Granulated Blast Furnace Slag ("GGBS") during the year under
review was 12.15 MTPA (Cement 7.04 MTPA, and GGBS 5.11
MTPA) as compared to production of 9.63 MTPA (Cement 5.78
MTPA, and GGBS 3.85 MTPA) in the previous year, recording
increase of 26% over previous year. The total consolidated sales
of Cement and GGBS during the year under review as 12.02 MTPA
(Cement 6.94 MTPA, GGBS 5.08 MTPA) as compared to sales of
9.55 MTPA (Cement 5.70 MTPA, GGBS 3.85 MTPA) in previous year
recording an increase of 26% over previous year.

b. Standalone Performance

The total standalone production of Cement and Ground
Granulated Blast Furnace Slag ("GGBS") during the year under
review was 12.15 MTPA (Cement 7.04 MTPA, and GGBS 5.11
MTPA) as compared to production of 9.63 MTPA (Cement 5.78
MTPA, and GGBS 3.85 MTPA) in the previous year, recording
increase of 26% over previous year. The total consolidated sales
of Cement and GGBS during the year under review as 12.02 MTPA
(Cement 6.94 MTPA, GGBS 5.08 MTPA) as compared to sales of
9.55 MTPA (Cement 5.70 MTPA, GGBS 3.85 MTPA) in previous year
recording an increase of 26% over previous year.

3. FINANCIAL STATEMENT:

4. DIVIDEND:

Equity Shares

The Board of Directors have not recommended any dividend on
the equity shares of the Company.

Preference Shares

The Board of Directors have declared a dividend at a coupon
rate of 0.01% on pro rata basis, net amounting to '' 14.06
Lakhs and gross amounting to '' 16.04 Lakhs to 1600,00,000
Compulsory Convertible Preference shares (CCPS) holders for the
FY 2023-24.

5. CAPITAL STRUCTURE OF YOUR COMPANY:

â¢ Authorised Share Capital:

The Authorised Share Capital of the Company as on
March 31, 2024:

'' 3500,00,00,000 (Rupees Thirty-Five Hundred Crore)
consisting of:

v 180,00,00,000 (One Hundred and Eighty Crore) Equity Shares
of face value of '' 10 (Rupees Ten) each and

? 17,00,00,000 (Seventeen Crores) compulsorily convertible
preference shares of face Value of '' 100 (Rupees One
Hundred) each.

â¢ Issued, subscribed and paid up share capital Share Capital:

The issued, subscribed and paid up share capital of the Company
as on 31^st March, 2024:

? '' 9,86,35,22,300/- (Nine Hundred Eight Six Crore Thirty-Five
Lakhs Twenty-Two Thousand Three Hundred only), comprising
of 98,63,52,230 (Ninety-Eight Crores Sixty-Three Lakhs Fifty-
Two Thousand Two Hundred Thirty) Equity shares of ''10/-
(Rupees Ten) each.

? 160,000,000 Compulsorily Convertible Preference Shares
("CCPS") of ''100/- each to:

? 75,000,000 (Seven Crore Fifty Lakhs) to Synergy Metals
Investments Holding Limited

? 75,000,000 (Seven Crore Fifty Lakhs) to AP Asia
Opportunistic Holdings Pte. Ltd and

? 10,000,000 (One crore) to State Bank of India.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares.

6. TRANSFER TO RESERVES:

Your Company has not transferred any amount to the Reserves
for the period ended March 31, 2024.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented in a separate
section forming part of this Annual Report.

8. CREDIT RATING:

During the year, the Company''s credit rating was reaffirmed as
A /Stable for long term loans by India ratings S CRISIL Limited
and was reaffirmed as A1 for short term loan by India ratings
and A1 by CRISIL Limited.

9. DEPOSIT:

The Company has not accepted any deposits from public in
terms of Section 73 S 74 and other applicable provisions of the
Companies Act, 2013, read with rules made thereunder.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
provided in Notes to the Financial Statements.

11. INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIAL
CONTROL:

Internal Control

Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with
new/revised standard operating procedures. The Company''s
internal control system is commensurate with its size, scale and
complexities of its operations. The main thrust of internal audit
is to test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best practices
in the industry. The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen
the same. The Company has a robust Management Information
System, which is an integral part of the control mechanism.
Significant audit observations and corrective actions taken by
the management are presented to the Audit Committee of the
Board. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.

Internal Audit

Internal Financial Controls

As per section 134(5)(e) of the Companies Act 2013, the Directors
have an overall responsibility for ensuring that the Company
has implemented robust system and framework of Internal

Financial Controls. The Company has in place adequate internal
financial controls with reference to the Financial Statements.
Such controls have been assessed during the year taking into
consideration the essential components of internal controls
stated in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by The Institute of Chartered
Accountants of India. Based on the results of such assessment
carried out by management, no reportable material weakness
or significant deficiencies in the design or operation of internal
financial controls was observed. Nonetheless, the Company
recognizes that any internal control framework, no matter how
well designed, has inherent limitations and accordingly, regular
audit and review processes ensure that such systems are
reinforced on an ongoing basis.

12. PARTICULAR OF CONTRACT AND ARRANGEMENT WITH
RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were in
the ordinary course of business and on an arm''s length basis
and hence provisions of Section 188 of the Companies Act, 2013
are not applicable.

All related party transactions which are in the ordinary course
of business and on arm''s length basis, of repetitive nature and
proposed to be entered during the financial year are placed
before the Audit Committee of the Board of Directors for prior
approval at the commencement of the financial year and also
annexed to this report as Annexure-A in Form AOC-2.

The details of transactions / contracts / arrangements entered
by the Company with related parties are set out in the Notes to
the Financial Statements.

13. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLAN
AND SCHEME:

A detailed note on JSW Cement Employee Stock Ownership
Plan-2016 (ESOP Scheme-2016) and JSW Cement Employee

Stock Ownership Plan (JSWCL ESOP-2021) are furnished in
Annexure B which forms a part of this Report.

14. AWARDS:

The Company has received awards and accolades from the
Government and Non-Governmental Organizations/ Associations
detailed of which are mentioned hereunder:

a. The Company strives to improve the green cover surrounding
its plant facilities by planting saplings and has also contributed
to reduced GHG emissions by installing solar lights and
implementing several energy efficiency measures in plant
operations. All these significant efforts were recognized in the
form of following award:

â¢ Nandyal Unit has received "13^th IconSWM-CE & IPLA Global
Forum 2023 Award" under "Gold Category" for outstanding
achievement in "TSR Achieved in 2023".

â¢ Nandyal Unit has received "13^th IconSWM-CE & IPLA Global
Forum 2023 Award" under "Gold Category" for outstanding
achievement in "Plastic a RDF Co-processed in 2023".

â¢ Nandyal Unit has received "13^th IconSWM-CE & IPLA Global
Forum 2023 Award under outstanding achievement in
"Coprocessing 2023".

â¢ Dolvi unit has received "23^rd Annual Greentech Environment
Awards under the category "Environment Excellence" by
Greentech Foundation New Delhi.

â¢ Jajpur unit has received an Award from Bureau of Indian
Standards under the category "Excellence in Quality"
FY 2023-24.

â¢ Vijayanagar Unit has received "Energy Efficiency Platinum

Award 2023" from Sustainable Development Foundation A
unit of Ex Kaam Desh Ke Naam.

â¢ Vijayanagar Unit has received Apex India "Quality excellence
Gold award 2023" from Apex India Foundation, New Delhi.

b. Nandyal Mines received "1^st Prize in Waste Handling" in "Mines
Environment and Mineral Conservation Week - 2023-24" under
''Large Mechanized Mines organized by Indian Bureau of Mines
Hyderabad Region. Also, In- house prepared Mining Plan was
approved by IBM, Hyderabad.

c. At JSW Cement, the health and safety of the people is of
paramount importance and the Company makes every
possible effort to ensure the same at all the plant facilities
and workplace. This year the Company bagged the following
awards for its outstanding performance in Occupational Health
& Safety management:

â¢ JSW Cement Vijayanagar received Gold award & Trophy for
Excellence in Health & Safety by Greentech Foundation-2023
in Cement Industries.

â¢ Dolvi Unit received "National Safety Council of India Safety
Awards 2023" under the category "Prasansha Patra" for good
Performance in OSH.

â¢ Vijayanagar Unit received "Apex Safety Excellence
Award-2023" by Apex Foundation.

â¢ JSW Cement Ltd., Dolvi Plant, won the PRASHANSA
PATRA National Safety Award 2023 in Group D under the
manufacturing sector.

â¢ JSW Cement Ltd., VJNR Plant, received a "Certificate of
Appreciation" in recognition of appreciable achievement in
Occupational safety and health during 2020 - 2022 from the
National Safety Award 2023.

15. POLICY:

The Company has adopted various policies which has been
available on website at www.jswcement.in of the Company. The
brief detail of few policies are as under:

â¢ Whistle Blower Policy/ Vigil Mechanism:

â¢ Corporate Social Responsibility:

As a responsible and proactive corporate, the Company
has adopted a CSR Policy in compliance of Section 135 of
the Companies Act, 2013 and can be accessed at www.
jswcement.in. The Company aims to follow a complete life
cycle approach, focusing, inter alia, on women empowerment
through education, sanitation and a range of such access
related issues that hinder a holistic development of the
communities. Specific interventions recommended by the policy
are efficient maternal and child health care with enhanced
access to improved nutrition services; early childhood/ preÂ¬
primary education and its effective completion till secondary
education; better access to life skill education for adolescents;
and enhancing of the output of prevalent occupations along with
vocation education.

The Company decided its priority towards villages in the
immediate vicinity of the plant locations defined as Direct
Influence Zone (DIZ). However, certain programs might have
been expanded beyond this geographical preview for upscaling
and defined as Indirect Influence Zone (IIZ). Details of the CSR
initiatives under taken by the Company pursuant to provisions
of the Companies Act, 2013 are given in "Annexure-C" to
this report.

Further, the Chief Financial Officer of your Company has certified
that CSR spends of your Company for the FY 2023-24 have been
utilised for the purpose and in the manner approved by the Board
of the Company.

â¢ Nomination & Remuneration Policy:

a) Remuneration is reasonable and sufficient to attract, retain
and motivate directors,

b) Motivate KMP and other employees and to stimulate
excellence in their performance,

c) Remuneration is linked to Company''s performance,
individual performance and such other factors considered
relevant from time to time,

d) The policy balances fixed and variable pay and reflects
short and long term performance objectives.

â¢ Risk Management Policy:

The Company has a Risk Management Policy aimed to ensure
resilience for sustainable growth and sound corporate
governance by having a process of risk identification and
management in compliance with the provisions of the Companies
Act, 2013.The Company is faced with risks of different types,
all of which need different approaches for mitigation. Details
of various risks faced by the Company are provided in MDA
section of this Annual Report. Based on the Risk Management
Policy, a standardized Risk Management Process and System
was implemented across the JSW group. Risk plans have been
framed for all identified risks with mitigation action, target dates
and responsibility. Risk Management Committee closely monitor
and review the risk plans. The Committee meets every half-year
to review key strategic and tactical risks, identify new risks and
assess the status of mitigation measures.

â¢ Board Evaluation Policy:

The Board believes, the evaluation process should be used
constructively as a mechanism to improve Board effectiveness,
maximise strengths and tackle weaknesses.

16. HOLDING AND SUBSIDIARY COMPANY:

Adarsh Advisory Services Private Limited is the Holding Company.
The Company has Three subsidiary companies , two joint venture
companies and one associate company as on March 31, 2024.
Details of subsidiaries/joint ventures of your Company is provided
as part of the notes to the consolidated financial statements.

d) JSW One Platforms Limited (Formerly known as ''JSW Retail
Limited'') and JSW Cement FZC (Formerly known as JSW
Cement FZE) are joint ventures of the Company.

e) JSW Renewable Energy (Cement) Ltd is an associate
company of the Company .

During the year under review, National Company Law Tribunal,
Kolkata Bench passed an order on 6^th May 2024 vide order number
C.P.(CAA)/315/MB/C-III/2023 connected with C.A.(CAA)/240/
MB/ C-III/2023 and Scheme of Amalgamation under section
230 to 232 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013 between Springway
Mining Private Limited (''SMPL'' or ''the Transferor Company
1'') and NKJA Mining Private Limited (''NMPL'' or ''the Transferor
Company 2'') with JSW Cement Limited (''JCL'' or ''the Transferee
Company'') and their respective Shareholders (''Scheme'' or ''the
Scheme'' or ''this Scheme'') as per the terms and conditions
mentioned in the Scheme. Hence, Springway Mining Private
Limited and NKJA Mining Private Limited has been merged with
JSW Cement Limited.

The Annual Financial Statements and related detailed information
of the subsidiary / joint venture companies shall be made
available to the shareholders of the holding and subsidiary / joint
venture companies seeking such information on all working days
during business hours. The financial statements of the subsidiary
/ joint venture companies shall also be kept for inspection by
any shareholders during working hours at your Company''s
registered office and that of the respective subsidiary / joint
venture companies concerned. In accordance with Section
136 of the Act, the Audited Financial Statements, including
Consolidated Financial Statements and related information of
your Company and audited accounts of each of its subsidiary
joint venture, are available on website of your Company
at www.jswcement.in.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a balanced mix of Executive and Non-Executive
Directors. As at March 31, 2024, the Board comprises of 13
Directors of which four are Executive Directors, nine are NonÂ¬
Executive Directors including one Woman Director. The Company
has three Independent Directors on the Board. All Independent
Directors meet the criteria of independence as prescribed under
section 149 (6) of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and in terms of the Articles of Association
of the Company, Mr. Kantilal Narandas Patel (DIN: 00019414)
retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re-appointment. The
proposal regarding his re-appointment is placed for approval by
the Shareholders.

Appointment/Re-appointment of the Directors

â¢ The Board of Directors of the Company at its meeting held
on 25^th January, 2023, based on the recommendation of the
NRC and based on his performance evaluation, re-appointed
Mr. Nirmal Kumar Jain (DIN: 00019442) as an Independent
Director for 2^nd term of 2 years with effect from 1^st April, 2023
upto 31^st March, 2025;

â¢ However, Mr. Nirmal Kumar Jain (DIN: 00019442) resigned
as an Independent Director with effect from 2^nd June, 2023,
therefore, Shareholders at the 17^th AGM had approved the
re-appointment of Mr. Nirmal Kumar Jain with effect from 1^stApril, 2023 to 2^nd June, 2023 as an Independent Director of
the Company;

â¢ The Board of Directors in its meeting held on 1^st June, 2023,
based on the recommendation of the NRC and based on his
performance evaluation re-appointed Mr. Nilesh Narwekar
(DIN: 06908109) as a Whole-Time Director & CEO of the
Company for a period of 3 years with effect from 9^th August,

2023 and the same was approved by the Shareholders in
the 17^th AGM;

â¢ The Board of Directors in its meeting held on 7^th February,
2024, based on the recommendation of the NRC and based
on his performance evaluation re-appointed Mr. Narinder
Singh Kahlon (DIN: 03578016) as a Whole-Time Director of
the Company for a period of 3 years with effect from 8^th May,

2024 and the same was approved by the Shareholders in the
Extra-Ordinary General Meeting held on 9^th February, 2024;

â¢ The Board of Directors in its meeting held on 1^st August, 2023,
based on the recommendation of the NRC and taking into
account his credentials, expertise and experience, appointed
Mr. Seshagiri Rao MVS (DIN: 00029136) as an Additional NonÂ¬
Executive Director & Chairman of the Company with effect
from 1^st August, 2023, which was approved by the Members
of the Company at the 17^th AGM;

Pursuant to the provisions of Section 203 of the Act, Mr. Parth
Sajjan Jindal, Managing Director, Mr. Nilesh Narwekar, Whole Time
Director & Chief Executive Officer, Mr. Narinder Singh Kahlon,
Chief Financial Officer and Ms. Sneha Bindra, Company Secretary
are the Key Managerial Personnel of the Company as on March
31, 2024.

Necessary resolutions for approval of the appointment /
re-appointment (if any) of the aforesaid Directors and Key
Managerial Personnel have been included in the Notice of
the forthcoming Annual General Meeting of the Company. The
Directors recommend the same for approval by the Members.

18. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to
discuss and decide on various business policies, strategies,
financial matters and other businesses.

Meetings of the Board:

During the year, Seven Board Meetings were held the details
of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.

Committee of Board:

The Company has constituted various Committees of the
Board as required under the Companies Act, 2013. For details
like composition, number of meetings held, attendance
of members, etc. of such Committees, please refer to the
Corporate Governance Report that forms a part of this
Annual Report.

19. CORPORATE GOVERNANCE:

The report on the Company''s Corporate Governance practices is
given as "Annexure-E" to this Annual Report.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, the Directors
confirm that:

a) i n preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the
year under review, on a ''going concern'' basis;

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

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

21. AUDITORS AND AUDITOR''S REPORT:

a. Statutory Auditors:

At the Company''s 12^th Annual General Meeting (AGM) held
on September 27, 2018, M/s HPVS & Associates., Chartered
Accountants (Firm Registration No. 137533W), Mumbai, were
appointed as the Company''s Statutory Auditors for a period
of five consecutive years i.e. from the conclusion of the 12^thAGM till the conclusion of the 17^th Annual General Meeting of
the Company.

The Board of Directors at its meeting held on 1^st June, 2023
had recommended the appointment of M/s Deloitte Haskins &
Sells LLP Chartered Accountants, as the Statutory Auditors of
the Company for first term of 5 years to hold office from the
conclusion of the ensuing 17^th AGM until the conclusion of the
22^nd AGM of the Company to be held in the calendar year 2028.
M/s. Deloitte Haskins & Sells LLP had expressed their willingness
to be appointed as Statutory Auditors of the Company. They
had further confirmed that their appointment, if made, would
be within the limits prescribed under Section 141(3)(g) of
the Companies Act, 2013 and that they are not disqualified
for appointment.

b. Cost Auditors:

Pursuant to Section 148(2) of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment Rules,
2014, the Board, at its meeting held on 1^st June, 2023 has on the
recommendation of the Audit Committee, appointed M/s. Kishore
Bhatia & Associates, Cost Accountants to conduct the audit of

the cost accounting records of the Company for FY 2023-24 on a
remuneration of 83,30,000 (Rupees Three Lakhs Thirty Thousand
only) plus out of pocket expenses, travelling and other expenses
(which would be reimbursable at actuals) plus taxes, wherever
applicable. The remuneration is subject to the ratification of
the Members in terms of Section 148 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014 and accordingly
was placed and approved by the Shareholders at the 17^th Annual
General Meeting. The due date for filing the Cost Audit Report for
the financial year ended 31^st March 2023 was 30^th September,
2023, and the Cost Audit Report was filed in XBRL mode on 29^thAugust, 2023.

c. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and rules made thereunder, the Board has appointed
M/s. S. K. Jain & Co., Practicing Company Secretary to undertake
the Secretarial Audit of the Company for the financial year 2023Â¬
24. The Secretarial Audit Report is annexed as "Annexure-F"
and forms an integral part of this Report. The Report does not
contain any observations or qualification requiring explanation
or comments from the Board under Section 134(3) of the
Companies Act, 2013.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied
with Secretarial Standards 1 and 2, issued by the Institute of
Company Secretaries of India.

23. MATERIAL CHANGE AND COMMITMENTS:

In terms of section 134(3)(l) of the Companies Act, 2013, except
as disclosed elsewhere in this report, no material changes
and commitments which could affect the company''s financial
position have occurred between March 31, 2024 and the date
of the report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

No orders have been passed by any Regulator or Court or Tribunal
which can have significant impact on the going concern status
and the Company''s operations in future.

25. ANNUAL RETURN:

26. REPORTING OF FRAUDS:

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND INNOVATION:

Foreign exchange earnings and Outgo

The Foreign Exchange earnings of the Company for the year
under review amounted to '' 21.58 crore (Standalone) and
'' 21.58 crore (Consolidated). The foreign exchange outflow of
the Company for the year under review amounted to '' 536.75
crore (Standalone) and '' 612.51 crore (Consolidated).

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has complied with the provisions related to
constitution of Internal Complaints Committee (ICC) under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 across locations to redress
complaints received regarding sexual harassment. The Company
received 1 complaint pertaining to sexual harassment during
FY 2023-24 which stands resolved as on March 31, 2024.

29. HUMAN RESOURCE:

I n line with its vision of being the "Employer of Choice" in
the cement space, the company commenced its "People
Transformation" journey "Unnati" during FY2024. During the
year several key interventions under the banner "Unnati"
and "Saksham" were initiated covering aspects of capability
building, learning S development, gender diversity and career
opportunity. A Large Scale Interactive Process was initiated with
People Managers and Leaders as the pivot to build a culture
of performance conversations and strengthen the annual
review process.

During the course of the initiative, more than 250 people
managers and leaders went through a structured workshop
on Performance Conversation. 94% of the respondents of a
survey to take feedback on the experience expressed a visible
improvement in the process as compared to previous years.

The year also saw successful completion of a second batch of
diversity trainees (14) who underwent a program on building
CCR operations skills in addition to Quality Control. The program
witnessed 100% retention with all 14 trainees now absorbed in
Quality Control and CCR operations.

As a part of project Unnati, a work stream on articulating Career
Paths has been initiated and it is in the final stage of completion.
The framework will enable career movements / job rotations for
identified Talent providing them learning S growth. Learning S
Development policy is also being drafted as a foundation to
drive learning culture within the organization. As part of the
company''s plan to build a concrete roadmap to build leaders for
today and tomorrow, all employees in manufacturing and sales

S marketing underwent a one-day long development centre to
help understand the core strength and improvement areas.

During FY 25, it is proposed to build individual and group
development plans and also extend the initiative to cover
functions of Finance and Accounts, Commercial and Human
Resources. Special focus was laid to build teams for the Central
Projects team and at proposed expansion sites along with new
business businesses of Ready Mix Concrete and Construction
Chemicals during the year.

30. OCCUPATIONAL HEALTH & SAFETY (OH&S):

The Company''s primary objective is to achieve OHSS by training
its employees through various training programs. Some of the
safety measures are as follows:

â¢ Approximately 100 Smart cameras have been installed to
enhance site safety by monitoring PPE compliance, dust
releases, fire incidents, etc. Alerts are sent for immediate
correction by these smart cameras.

â¢ In FY 24, ten safety standards, including Work at Height,
scaffolding, Machine guarding, LOTO, conveyor safety, road
safety, PPE standards, Confined space, electrical safety, and
Contractor Safety Management standards, were reviewed
and implemented.

â¢ National Safety Week and Road Safety Week are celebrated
grandly through training, competitions, audits, displays, skits,
etc. Competitions are held for housewives and children to
raise awareness of road safety at home. Winners and
participants are awarded.

â¢ First aid training is conducted at all locations to ensure
round-the-clock availability of first aiders in the workplace.

â¢ Inter-location safety audits were conducted, and identified
issues and unsafe conditions were addressed. These audits
helped implement best practices at all locations.

â¢ Mock drills are conducted to verify emergency preparedness
at all locations, and identified pitfalls are addressed. Silent
mock drills were conducted at Shiva Cement and Jajpur.

â¢ "GEMBA" Walks, also known as Safety Walks, are organized
throughout the plant premises along with the plant head S
HODs at all plants.

â¢ Vertigo tests for new associate employees have been
introduced to ensure complete implementation of work-at-
height protocols.

â¢ Mass communication meetings are held monthly at
all locations to report on plant performance. Skits are
performed based on the month''s safety theme to enhance
safety knowledge.

â¢ All incidents are investigated, and corrective and preventive
actions (CAPA) are implemented to prevent recurrence.

â¢ Plants with ZERO Lost Time Incidents (LTI) include VJNR, SLB,
Jajpur, Dolvi, and Salem Plants.

â¢ Safety observations are consistently reported by all plants,
with an 80.9% increase compared to FY 23. All observations
are closed within the same month.

â¢ The VJNR and Dolvi 2MTPA VRM projects were completed
without any incidents.

â¢ Workmen skill assessments have been completed for the
Fujairah and Salem plants, with assessments ongoing for
the remaining plants.

â¢ A total of 322,035 hours of training have been imparted,
including projects.

â¢ 19,259 near misses were reported, with the majority reported
by workmen. Actions were taken and reviewed by HODs,
representing a 50% increase compared to FY 23.

â¢ A Consequence Management Policy has been strictly
implemented to maintain the safety culture. Safe working
employees are rewarded to encourage a safety culture
across all locations.

31. PARTICULARS OF EMPLOYEES:

the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Report and Financial Statements are
being sent to the Members of the Company excluding the said
statement. Any Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered
Office of the Company.

32. IBC CODE AND ONE-TIME SETTLEMENT:

33. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their deep sense of
appreciation for the committed services of all the employees.

For and on behalf of the Board
JSW Cement Limited

Seshagiri Rao MVS

Date: 21.05.2024 Chairman

Place: Mumbai DIN: 00029136

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JSW Cement Ltd. ಹೆಚ್ಚಿನ ಮಾಹಿತಿ

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JSW Cement Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

1. FINANCIAL PERFORMANCE

2. OVERVIEW OF COMPANY''S PERFORMANCE HIGHLIGHTS

a. Consolidated Performance

b. Standalone Performance

3. FINANCIAL STATEMENT:

4. DIVIDEND:

Equity Shares

Preference Shares

5. CAPITAL STRUCTURE OF YOUR COMPANY:

â¢ Authorised Share Capital:

â¢ Issued, subscribed and paid up share capital ShareCapital:

6. TRANSFER TO RESERVES:

7. MANAGEMENT DISCUSSION AND ANALYSIS:

8. CREDIT RATING:

9. DEPOSIT:

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTSAND SECURITIES:

11. INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIALCONTROL:

Internal Control

Internal Audit

Internal Financial Controls

12. PARTICULAR OF CONTRACT AND ARRANGEMENT WITHRELATED PARTY TRANSACTIONS:

13. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLANAND SCHEME:

14. POLICY:

> Whistle Blower Policy/ Vigil Mechanism:

â¢ Corporate Social Responsibility:

â¢ Nomination & Remuneration Policy:

â¢ Risk Management Policy:

â¢ Board Evaluation Policy:

15. HOLDING AND SUBSIDIARY COMPANY:

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment/Re-appointment of the Directors

17. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES:

â¢ Meetings of the Board:

â¢ Committee of Board:

18. CORPORATE GOVERNANCE:

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

20. AUDITORS AND AUDITOR''S REPORT:

a. Statutory Auditors:

b. Cost Auditors:

c. Secretarial Auditor:

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

22. MATERIAL CHANGE AND COMMITMENTS:

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS:

24. ANNUAL RETURN:

25. REPORTING OF FRAUDS:

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND INNOVATION:

Foreign exchange earnings and Outgo

27. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT OF WOMEN AT WORKPLACE:

28. PARTICULARS OF EMPLOYEES:

29. IBC CODE AND ONE-TIME SETTLEMENT:

30. ACKNOWLEDGEMENTS:

1. FINANCIAL PERFORMANCE-STANDALONE:

2. OVERVIEW OF COMPANY''S PERFORMANCE HIGHLIGHTS

a. Consolidated Performance

b. Standalone Performance

3. FINANCIAL STATEMENT:

4. DIVIDEND:

Equity Shares

Preference Shares

5. CAPITAL STRUCTURE OF YOUR COMPANY:

6. TRANSFER TO RESERVES:

7. MANAGEMENT DISCUSSION AND ANALYSIS:

8. CREDIT RATING:

9. DEPOSIT:

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTSAND SECURITIES:

11. INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIALCONTROL:

Internal Control

Internal Audit

Internal Financial Controls

12. PARTICULAR OF CONTRACT AND ARRANGEMENT WITHRELATED PARTY TRANSACTIONS:

13. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLANAND SCHEME:

14. AWARDS:

15. POLICY:

16. HOLDING AND SUBSIDIARY COMPANY:

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment/Re-appointment of the Directors

18. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES:

Meetings of the Board:

Committee of Board:

â¢ Authorised Share Capital:

â¢ Issued, subscribed and paid up share capital Share
Capital:

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES:

11. INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIAL
CONTROL:

12. PARTICULAR OF CONTRACT AND ARRANGEMENT WITH
RELATED PARTY TRANSACTIONS:

13. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLAN
AND SCHEME:

â¢ Corporate Social Responsibility:

â¢ Nomination & Remuneration Policy:

â¢ Risk Management Policy:

â¢ Board Evaluation Policy:

â¢ Meetings of the Board:

â¢ Committee of Board:

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND INNOVATION:

27. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES:

11. INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIAL
CONTROL:

12. PARTICULAR OF CONTRACT AND ARRANGEMENT WITH
RELATED PARTY TRANSACTIONS:

13. DISCLOSURE UNDER EMPLOYEE STOCK OPTION PLAN
AND SCHEME:

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND INNOVATION:

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE: