Shri Keshav Cements & Infra Ltd

To,

The Members,

The Directors have a pleasure in presenting you the 31st Annual Report on the business and operations of the Company along with Audited Financials for the year ended as on 31st March, 2024.

1. Financial Results:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

[In Lakhs]

2. State of Affairs of the Company:

The Company is principally engaged in the business of manufacturing of cement of different grades and is marketing its product under the brand name

"Keshav Cement" and "Jyoti Cement" and has also diversified its business in Green Energy through Solar Power Generation. Further, all of these business activities are carried out by the Company in the Northern Parts of Karnataka.

Gross Turnover of Company:

During the financial year 2023-24, the Company's gross turnover increased by 2.60% to Rs. 12,644.82 Lakh as compared to Rs. 12,323.94 Lakh in previous year.

Profit after Tax:

The Company, for continuous 3rd year, has earned profits. During the financial year 2023-24, the Company has earned pre-tax profit of Rs. 1,254.82 Lakh & Net profit of Rs. 912.51 Lakhs. The Directors are confident of achieving continuous progress in sales and profit in the years to come.

The business performance of the Company has been discussed in detail in the Management Discussion and Analysis Report attached separately as Annexure I and forming part of this report and the Financial Statements are also attached separately forming part of this Report.

3. Dividend:

The Board of Directors of the Company, after considering the financial and non-financial factors prevailing during the financial year 2023-24 and the continuous expansion activities carried/proposed to be carried out by the Company, have decided to retain the profits in the Company and therefore, no dividend is recommended for the financial year 2023-24.

4. Transfer of unpaid and unclaimed amount to IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of share application money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid/unclaimed amount account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Govt. under the provisions of Section 125 of the Companies Act, 2013.

During FY 2023-24, the Company has transferred Rs. 3,16,613/- from its Unpaid Dividend Account to the Investor Education and Protection Fund (IEPF) with respect to the Unpaid/Unclaimed Dividend of the Financial Year 2015-16, as declared at the AGM held on 28th September, 2016. Further the Company has also transferred 2,09,975 Equity Shares pertaining to the said unclaimed Dividend to IEPF A/c. The details of which are available on the website of the Company at www.keshavcement.com. In order to reclaim the shares, the Shareholders are requested to follow the procedure as provided under the IEPF Rules.

5. Reserves:

The Company does not propose to transfer any amount to the General Reserves for the FY 23-24.

6. Share Capital:

The Authorized Equity Share Capital of the Company as on 31st March, 2024 was Rs. 25,00,00,000/- (Rupees Twenty Five Crore only), divided into 2,50,00,000 (Two Crore Twenty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each and the Paid-up Equity Share Capital was Rs. 17,51,27,520/- (Rupees Seventeen Crore, Fifty One Lakh, Twenty Seven Thousand, Five Hundred and Twenty only), divided into 1,75,12,752 (One Crore, Seventy Five Lakh, Twelve thousand, seven Hundred and Fifty Two) Equity Shares of Rs. 10/- (Rupees Ten only) each.

The Company, at its Extraordinary General Meeting, duly held on 12th April, 2023, increased its Authorised Capital from Rs. 12,00,00,000/- (Rupees Twelve Crore only), divided into 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crore only), divided into 2,50,00,000 (Two Crore Twenty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

A. Buy Back of Securities.

The Company has not bought back any of its securities during the year under review.

B. Details of issue of Sweat Equity Shares.

The Company has not issued any Sweat Equity Shares during the year under review.

C. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

There are no such cases arisen during the year under review.

D. Details of Issue of Equity Shares with Differential Rights.

The Company has not issued any Equity Shares with differential rights during the year under review

E. Bonus Shares.

No Bonus Shares were issued during the year under review.

F. Employees Stock Option Plan. The Company has not issued any stock options during the year under review.

G. Details of Rights issue. During the year under review, the Company has not issued any rights issue.

H. Preferential Issue

The Company, at its Extraordinary General Meeting, duly held on 12th April, 2023, made Preferential Issue of Equity Shares and Convertible Equity Share Warrants as per the following details: a. 19,20,000 Equity Shares to its

Promoters/Promoter Group against conversion of unsecured loan; b. 15,72,000 Equity Shares to

Specified Investors; c. 20,25,000 Convertible Equity

Share Warrants to Specified Investors.

Brief details of the allotment: The allotment of the Equity shares and the conversion of warrants were made on the following dates: a. 19,20,000 Equity Shares to its

Promoters/ Promoter Group on 29th April, 2023; b. 15,72,000 Equity Shares to

Specified Investors on 29th April, 2023; c. 2,00,000 Equity Shares to

Saint Capital Fund on 22nd November, 2023, on account of conversion of Warrants; d. 3,50,000 Equity Shares to

Saint Capital Fund on 06th January, 2024, on account of conversion of Warrants; e. 2,25,000 Equity Shares to

Saint Capital Fund and 12,50,000 Equity Shares to Team India Managers on 02nd February, 2024, on account of conversion of Warrants;

7. Finance:

Cash and cash equivalent as at 31st March, 2024 amounted to Rs. 93.25 Lakhs and the Bank

Balances amounted to Rs. 1,346.11 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

8. Change in the nature of business, if any:

There is no change in the nature of the business of the Company during the year.

Material changes & commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

There are no significant and material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. Utilization of proceeds of preferential issue:

Pursuant to Regulation 32 (7A) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as on 31st March, 2024, the company has utilized the proceeds of its preferential issue in the following manner:

10. Details of Subsidiary/Joint

Ventures/Associate Companies:

The Company does not have any Subsidiaries/Joint Ventures/ Associate Companies.

11. Details in respect of frauds reported by auditors under subsection (12) of section 143 other than those which are reportable to the Central Government:

The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

13. Details of adequacy of internal financial controls with reference to the Financial Statements:

Your Company has deployed adequate Internal Control Systems, in the place to ensure a smooth functioning of its business. The processes and systems are reviewed constantly and improved upon to meet the changing business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Companys assets. The Internal Auditor's periodically reviews the internal control systems, policies and procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.

14. Particulars of Loans, Guarantees or Investments:

During the Financial Year, the Company has granted inter-corporate loans to various parties during the year and the loans so granted fall within the limits of the provisions of Section 186 of the Companies Act, 2013.

15. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

Disclosure under this head is not applicable as the Company does not have any Subsidiaries / Associate Companies / Joint Venture Companies.

16. Vigil Mechanism / Whistle

Blower Policy:

Pursuant to the provision of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for Directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct.

The Company has a vigil mechanism in place through its Whistle Blower Policy, which provides a platform to disclose information without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The detail of the Whistle Blower Policy is also posted on the website of the Company.

17. Disclosure as required under

Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual

Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 2023-24:

Number of complaints received: NIL Number of complaints disposed of: NIL

18. Development & Implementation of Risk Management Policy:

The Company has developed and implemented the Risk Management Policy. The objective of this policy is to ensure sustainable business growth with stability promote a pro-active approach in reporting, evaluating and resolving risks associated with the business, establish a framework for the Company's risk management process & to ensure its implementation, enable compliance with appropriate regulations through the adoption of best practice and to assure business growth with financial stability.

19. Familiarization Programme:

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company:- www.keshavcement.com.

20. Board Meetings:

During the Financial Year 2023-24, 7 (Seven) Board Meetings, 4 (Four) Audit Committee Meetings,

3 (Three) Nomination & Remuneration Committee Meetings and 4 (Four) Stakeholder Relationship Committee Meetings were convened and held. The details of the same are given under the Corporate Governance Report forming part of this Report.

21. Public Deposits:

Your Company has not accepted any deposits from the public during the financial year under review.

22. Extract of the Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules 2014, an Extract of Annual Report in Form MGT-9 is available on the Company's website at www.keshavcement.com.

23. Related Party Transactions:

The Company has in place formulated a Policy on materiality of Related Party transactions for dealing with such transactions in line with the requirements of the Listing Regulations with the Stock Exchange. The Policy on related party transactions is available on the Company's website at www.keshavcement.com

Particulars of Contracts or Arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in specified in Form AOC-2 which forms part of this report as "Annexure- II"

24. Directors' Responsibility

Statement:

In pursuance of Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards has 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 and loss of the Company for that period;

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

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Explanation: For the purposes of this clause, the term

"internal financial controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(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.

25. Directors and Key Managerial

Personnel and Formal Annual Evaluation:

(a) The details of Directors & KMPs who were appointed or resigned during the financial year under review:

During the period under review, there was no change in the constitution of the Board of Directors. No Directors or KMPs were appointed or resigned during the period under review.

(b) Independent Directors:

The Company has received declarations from the Independent Directors of the Company stating that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

(d) Disclosure on Re-appointment of Independent Director(s):

The Company, via Special Resolution, dated 10/08/2022, has re-appointed the following persons as Independent Directors to serve their 2nd consecutive term of 5 years: 1. Mr. Balasaheb Anantrao Mestri (DIN-07898493);

2. Mrs. Radhika Dewani Pinal (DIN-07997099);

(e) Opinion of Board with regards to integrity, proficiency of Independent Directors:

50% of the composition of the Board of the Company consists of Independent Directors. The Independent Directors appointed are having wide experience and knowledge in the various fields and they help the Board in providing an edge and give an outside perspective to the Company. All the Independent Directors have registered their names in the Independent Directors Data Bank and have also cleared the online proficiency self-assessment test conducted by the Institute notified under subsection (1) of Section 150.

26. Statutory Auditors:

At the 29th Annual General Meeting of the Company held on 10th August, 2022, the Shareholders had approved the reappointment of M/s. Singhi & Co., as the Statutory Auditors of the Company for the period of five consecutive years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting with respect to the Financial Years 2022-23 to 2026-27 (both inclusive) for audit of Financial statements of the Company and at a remuneration to be decided by the Audit Committee of the Board of Directors in consultation with the Auditor.

27. Audit Report

The Auditors of the Company have issued qualified Audit Report for the FY 2023-24. The Qualification is with respect to: a) GST investigation by DGGI (the matter is more specifically described in the Audit Report annexed hereto)

Board's explanation on the

Qualification

a) GST investigation by DGGI: The management has paid the amount of Rs. 641.52/- lakhs and Rs. 218.11/- Lakhs towards GST and interest in the year 2020 & 2021 towards GST search regarding the

FY19 and FY20. To co-operate with the department, the full amount was paid under protest. To date the investigation is not completed and based on available records, the management believes that the amount will be refunded.

28. Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors of the Company has re-appointed M/s. Akshay Jadhav & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2023-24. Secretarial Audit Report as provided by M/s. Akshay Jadhav & Associates, Practicing Company Secretaries is also annexed to this Report, in the prescribed Form MR-3, as "Annexure-III". The Secretarial Audit Report contains the following qualification, reservation, adverse remark or disclaimer:

a) The company, as on the end of Financial Year, has not been able to complete the process of transferring the Shares of the shareholders who have not claimed the Dividend for past 7 years to the IEPF Demat A/c. The shares of the shareholders held in physical form and shares held in NSDL were successfully transferred, but the shares of the shareholders held in CDSL were still pending. the matter is more specifically described in the Secretarial Audit Report annexed hereto)

Board's explanation on the

Qualification

The shares of the shareholders held in Physical form and in NSDL were successfully transferred to the Demat Account of IEPF however, the company's RTA, Canbank Computer Services Ltd., has faced technical/uploading error in terms of shares held by the Shareholders in CDSL, due to which the transfer is pending. The Company is continuously following up with its RTA for compliance of the said transfer of the shares held in CDSL to IEPF Demat A/c.

29. Cost Audit:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its manufacturing activity are required to be audited.

M/s. Santosh Kalburgi & Co., Cost Accountants confirmed eligibility to be re-appointed as the Cost Auditor of the Company and expressed his willingness to be reappointed for the financial year 2024-25 and the Board of Directors at their meeting held on 14/08/2024 have re-appointed M/s. Santosh Kalburgi & Co., Cost Accountants as the cost auditors of the Company for the financial year 2024-25 at remuneration of Rs. 95,000/-, subject to ratification of his remuneration by Shareholders in the ensuing Annual General Meeting of the Company.

As required under the Act, the remuneration payable to Cost Auditors has to be placed before the Members at General Meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

30. Audit Committee:

The Audit Committee comprises of Mr. Krishnaji Patil as Chairman, Mr. Balasaheb Mestri, Mrs. Radhika Dewani and Mr. Venkatesh H. Katwa as its members.

The Committee met 4 times during the Financial Year under review and all the recommendations of the Committee were accepted by the Board.

31. Nomination and Remuneration

Committee:

The present composition of the Nomination and Remuneration Committee includes Mr. Krishnaji Patil Chairman, Mr. Balasaheb A Mestri, and Mr. Venkatesh Katwa as its members. The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy is made available on the website of the Company i.e. www.keshavcement.com.

32. Stakeholders Relationship

Committee:

The Stakeholders Relationship Committee comprises of Mr. Krishnaji Patil, Chairman, Mr. Balasaheb A. Mestri and Mrs. Radhika Pinal Dewani as its members.

The Committee met 4 times during the Financial Year under review.

33. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is attached as "Annexure IV". In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the complete information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

34. Corporate Social Responsibility

Policy (CSR):

Pursuant to Section 135 of the Companies Act, 2013, the Company was required to undertake CSR Activities for the FY 2023-24, without having to constitute a CSR Committee. Accordingly, an amount of Rs. 4,60,744/- was spent by the Company by way of donation to International Society for Krishna Conciousness (ISKCON), Belagavi, for the welfare of Animals.

Further, the Company has formulated a policy on Corporate Social Responsibility and the same is displayed on the website of the Company, i.e. on www.keshavcement.com.

The report on the CSR activities is appended as "Annexure V" to the Board's Report.

35. Conservation of Energy,

Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure VI".

36. Corporate Governance:

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the Financial Year 2023-24 as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, of the Company is attached herewith and marked as "Annexure-VII" forms part of this Report.

37. Details of application pending under Insolvency and Bankruptcy Code, 2016:

During the financial year there has been no application made or proceeding pending in the knowledge of the Company under the Insolvency and Bankruptcy Code, 2016.

38. Details of one time settlement with banks or financial institutions:

During the financial year there is no instance of one-time settlement entered by the Company with banks or financial institutions and hence no question of providing the differential amount between the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions.

39. Acknowledgements:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Cautionary Statement:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of

SHRI KESHAV CEMENTS AND INFRA LIMITED

Sd/-

Venkatesh Katwa Chairman

Date: 14/08/2024 Place: Belgaum