We have audited the standalone financial statements of HEMADRI CEMENTS LIMITED (“the Company”),
which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including the
statement of Other Comprehensive Income ), the Statement of Changes in Equity and Statement of Cash
Flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as the “financial statements”).

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

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified
under section 143(10) of the Companies Act 2013 (SAs). Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are
relevant to our audit of the financial statements under the provisions of the Companies Act 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the financialstatements.

Emphasis of Matters

We draw attention to Note 35 of the financial statements, which states that the Company has incurred
continuous losses since the financial year 2022-23, and its net worth has been fully eroded as of 31st March
2025. The Company temporarily suspended operations in August 2024 due to adverse market conditions and
high production costs. Management considers the suspension is temporary and is taking steps to improve
operations. The Company has also received financial support from group companies and continues to
receive assurances of future funding. Accordingly, the financial statements have been prepared on a going
concern basis.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of title financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in ‘Emphasis of Matter' section, we have
determined that there were no key audit matters to be communicated in our audit report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company's Board of Directors and the Management are responsible for the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board's Report
including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and
Shareholder's Information, but does not include the standalone financial statements and our auditor's report
thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. When we read these
reports if we conclude that there is material misstatement therein, we are required to communicate the
matter with those charged with governance.

Responsibilities of the Management and those Charged with Governance for the Financial Statements

The Company's Board of Directors and the Management are responsible for the matters stated in Section
134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance including other
comprehensive income / loss, changes in equity and cash flows of the Company in accordance with
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)
specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

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

The Board of Directors and the Management are responsible for overseeing the Company’s financial reporting
process.

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

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughoutthe audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act,
2013, we are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements,
includingthe disclosures, and whetherthe standalonefinancialstatements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone
financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i)

V y

planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect
of any i dentified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit a nd significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the financial year ended March 31, 2025 and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2020 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a
statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this
report.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended:.

In our opinion and to the best of our information and according to the explanations given to us, no
remuneration paid by the Company to its directors during the year and hence provisions of section 197
of the Act is not applicable.

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

i. The Company does not have any pending litigations which would impact its financial position
to the financial statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company during the year ended March 31,2025.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as

disclosed in the Note 56 to the financial statements no funds ( which are material
either individually or in aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented that, to the best of its knowledge and belief, as
disclosed in the Note 56 to the financial statements no funds ( which are material
either individually or in aggregate) have been received by the Company from any
person or entity, includingforeign entity (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, whether directly
or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.

iv. The Company did not propose, declare or pay dividends during the year ended 31 March 2025.

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v. Based on our examination which included test checks, the company has used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with. Additionally, the audit trail has been
preserved by the company as per the statutory requirements for record retention. Our
examination of the audit trail was in the context of an audit of financial statements carried out
in accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of the
Companies (Audit and Auditors) Rules,2014. We have not carried out any audit or examination
of the audit trail beyond the matters required by the aforesaid Rule 11(g) nor have we carried out
any standalone audit or examination of the audit trail.

for S B S B AND ASSOCIATES
Chartered Accountants
(Firm Regn. No. 012192S)

D. Sharath Kumar
Partner
M.No:024568
UDIN: 25024568BMOSYL9928

Place: Chennai
Date: -03-05-2025