Anjani Portland Cement Ltd

Dear Members,

The Board of Directors of your Company is pleased to present the 40th Annual Report together with the Audited Financial Statements (Consolidated and Standalone) of your Company for the Financial Year ended March 31,2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

(Rs. In Lakhs)

FINANCIAL AND OPERATIONAL PERFORMANCE Financial Performance

a) Revenue from operations

The revenue from operations of the company for the financial year 2023-24 stood at '45,942 lakhs as against '42,218 lakhs in the previous financial year, a growth of 8.82% over the previous financial year driven by higher sales volume. During the financial year, the Company has consciously distanced from the markets in remote locations to reduce negative margins and focused on proximate markets to ensure positive contribution.

b) Other Income

Other income primarily comprises interest income on bank deposits and Government grants relating to capital subsidy for investment in property, plant and equipment. Other income decreased by '8 lakhs mainly due to closer of margin money deposits with bank.

c) Cost of material consumed

The cost of raw materials consumed increased to '4,455 lakhs in financial year 2023-24 from '4,396 lakhs in the previous financial year due to increase in volume of cement production.

d) Employee benefits expenses

The employee benefit expenses decreased by 6.51% in the financial year 2023-24 mainly due to reduction in number of employees on account of retirement and resignations and restructuring of manpower cost by the Company. Employee benefit expenses accounted for 4.89% of revenue from operations in the financial year 2023-24 as against 5.69% in the financial year 2022-23.

e) Finance Costs

Finance costs decreased by '131 lakhs to '2,709 lakhs in the financial year 2023-24 from '2,840 lakhs in the financial year 2022-23 mainly due to reduction in interest payable on contingent consideration.

f) Depreciation and amortisation expenses

Depreciation and amortization expenses decreased by '49 lakhs to '1,670 lakhs in the financial year 2023-24 from '1,719 lakhs in the financial year 2022-23 mainly due to reduction in the value of Right of use Assets and lower depreciation for certain assets due to completion of useful life.

g) Power & Fuel

The Power & Fuel cost of the Company for the financial year 2023-24 stood at Q16,797 lakhs as against '19,516 lakhs in the previous financial year, a reduction of 13.93% over the previous year, primarily on account of reduction in coal prices in current financial year as compared to the previous financial year and also on account of increased production efficiency. Power and fuel cost accounted for 36.56% of revenue from operations in the financial year 2023-24 as against 46.23% in the financial year 2022-23.

h) Freight and Forwarding Charges

Freight and forwarding expense of the Company for the financial year 2023-24 stood at '6,612 lakhs as against '5,975 lakhs in the previous financial year, increased by 11% over the previous year, primarily on account of increase in sales volume. Freight and forwarding expense on finished goods accounted for 14.39% of revenue from operations in the financial year 2023-24 as against 14.15% in the financial year 2022-23.

i) Operating Profit

The company made an operating profit of '2,528 lakhs in the financial year 2023-24 as compared to '2,548 lakhs in the previous financial year. The marginal decrease in the operating profit is primarily on account of lower sales realization even after considering the benefit of higher sales volume in the current financial year.

Operational Performance

Cement

including 2,54,858 MT of traded cement **Including 1,06,678 MT of traded cement

As evident from the above table, during the year, the cement production increased marginally over the previous year and the sales volume of cement increased by 17.11% due to increase in sales of traded cement.

Captive Power Plant

The cost per unit of power consumed during the financial year 2023-24 was '7.40 as against '8.71 during the previous financial year on account of reduction in cost of coal.

TRANSFER TO RESERVES

The Board of Directors of the Company do not propose to transfer any amount to reserves for the Financial Year ended March 31,2024.

DIVIDEND

As the Company has incurred loss in the financial year, the Board of Directors have decided that it would be prudent, not to recommend Dividend to its shareholders.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of the Company had formulated and adopted a Dividend Distribution Policy ("the Policy"). The Policy is available on the Company's website at: http://anjanicement. com/investor/policies/Dividend-Distribution-Policy.pdf

SHARE CAPITAL

During the financial year, there was no change in the authorized, issued, subscribed and paid- up share capital of the Company. The authorised share capital of the Company as on March 31, 2024 was '233,00,00,000/- divided into 4,30,00,000 equity shares of '10/- each aggregating to '43,00,00,000/- and 19,00,00,000 preference shares of '10/- each aggregating to '190,00,00,000/-. The paid-up equity share capital of the Company as on March 31,2024 was '29,37,47,640/- divided into 2,93,74,764 equity shares of '10/- each.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the Financial Year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31,2024, the Company has one material unlisted subsidiary, viz. Bhavya Cements Private Limited, which was incorporated in the year 2007 and based in Andhra Pradesh is primarily engaged in manufacturing and selling of cement. It has a cement production capacity of 12 lakhs MT p.a. There has been no material change in the nature of the business of the subsidiary.

In terms of Regulation 16 the SEBI Listing Regulations, the Board has formulated and adopted the policy for determining material subsidiaries. The Policy for determining Material Subsidiaries is available on the Company's website at http://anianicement.com/investor/policies/Material-Subsidiaries-Policy.pdf

Your Company does not have any Joint Venture or Associate Company during the Financial Year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiary for the Financial Year 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder, and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor's Report thereon forms parts of this Annual Report.

Pursuant to Section 1 29(3) of the Act read with the rules made thereunder, a statement containing salient features of the financial statements of the subsidiary is disclosed in Form AOC-1, attached as Annexure 1, forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, and Regulation 46 of SEBI Listing Regulations, the electronic copy of financial statements of the subsidiary company shall be available for inspection in the investor section of website of the company at www.anianicement.com. Any member desirous of obtaining a copy of the said financial statements can send an e-mail to secretarial@anjanicement. com. The financial statements including the consolidated financial statements, and all other documents required to be attached to this report have been uploaded on the website of the Company at www. anianicement.com.

SCHEME OF AMALGAMATION

The Board of Directors of the Company at its meeting held on January 9, 2024 had considered and approved the draft Scheme of Amalgamation of Bhavya Cements Private Limited, a subsidiary of the Company into and with the Company and their respective shareholders and creditors pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules framed thereunder, subject to the requisite statutory and regulatory approvals. As on date of this report, the Company is actively liasioning with the requisite statutory and regulatory authorities for obtaining their approval in this regard.

DEPOSITS

During the year, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no un-matured / unpaid Fixed Deposits at the end of the Financial Year 2023-24.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, your Company has neither given any loan/ guarantee or provided any security or made any investment, except investment in its Subsidiary as appearing under Note No.3 to the standalone financial statements of this report, attracting the provisions of Section 186 of the Act. The necessary compliance in relation to Section 186 of the Act pertaining to the above said investment have been complied with.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

The Company has 6 (six) directors on its Board. The Board of the Company is duly constituted and its composition is in conformity with the applicable provisions of the Act and SEBI Listing Regulations.

Detailed information on Board's composition is disclosed in Corporate Governance Report. All Directors have submitted relevant declarations / disclosures as required under the Act and SEBI Listing Regulations. None of the directors of the Company is disqualified under the provisions of the Act or under the SEBI Listing Regulations.

Appointment / Re-appointment of Director:

a. As reported last year, Mr. Gopal Perumal (DIN:06630431), was appointed as an Additional Director in the category of Non-Executive, Non-Independent Director on the Board of the Company with effect from June 23, 2023. At the 39^th AGM held on September 22, 2023, the Members approved his appointment as Non-Executive, Non-Independent Director of the Company.

b. As reported last year, Mr. Palani Ramkumar (DIN: 09207219) was appointed as an Additional Director in the category of Non-Executive, Non-Independent Director on the Board of the Company with effect from August 11, 2023. At the 39^th AGM held on September 22, 2023, the Members approved his appointment as Non-Executive, Non-Independent Director of the Company.

c. The Board based on the recommendation of Nomination and Remuneration Committee and in accordance with the provisions of Section 149, 161 and other applicable provisions of the Act and applicable provisions of SEBI Listing Regulations, had appointed Mr. Umesh Prasad Patnaik (DIN:10619857) as an Additional Director in the category of Non-Executive, Independent Director on the Board for a first term of 5 (five) years commencing from May 15, 2024 to May 14, 2029 (both days inclusive), subject to approval of Members in the ensuing 40^th AGM.

In terms of Regulation 17 (1C) of the SEBI Listing Regulations, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Members is being sought for the appointment of Mr. Umesh Prasad Patnaik as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, in the ensuing 40^th AGM.

The disclosure required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards-2 ("SS-2") on General Meeting are given in the Notice of AGM, forming part of the Annual Report.

Retirement by Rotation:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Dr. (Mrs.) S. B. Nirmalatha (DIN: 03092392) Non-Executive, Non-Independent Director of the Company, who is eligible to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board of Directors have recommended her re-appointment as Non-Executive Director of the Company, liable to retire by rotation.

The Managing Director and Independent Directors of the Company are not liable to retire by rotation. Resignation / Retirement of Director:

As reported last year, Mr. V. Palaniappan (DIN: 00645994) has ceased to be a Non-Executive, NonIndependent Director of the Company with effect from closure of the business hours of June 1,2023 due to his resignation arising out of his personal commitments and other pre-occupations. The Board place on record its appreciation for his invaluable contribution and guidance to the management of the Company during his tenure.

Mr. A. Subramanian (DIN: 06693209), a Non-Executive, Non-Independent Director, who was eligible to retire by rotation at the 39^th AGM held on September 22, 2023 pursuant to the provisions of Section 152 and other applicable provisions, if any of the Act and who did not seek re-appointment, ceased to be a Director of the Company with effect from September 22, 2023. The Board place on record its appreciation for his invaluable contribution and guidance to the management of the Company during his tenure.

Mr. RM Palaniappan (DIN: 00143198), a Non-Executive, Independent Director, who was appointed on the Board on May 16, 2019 for a period of five consecutive years commencing from May 16, 2019 has completed his tenure on May 15, 2024. Accordingly, Mr. RM Palaniappan ceased to be a Director of the Company with effect from closure of business hours on May 15, 2024. The Board place on record its appreciation for his invaluable contribution and guidance to the management of the Company during his tenure.

Independent Directors:

In terms of Section 149 of the Act and SEBI Listing Regulations, the Board has two Independent Directors, including one Woman Independent Director, representing diversified fields and expertise.

The Company has received declaration from both of its Independent Directors confirming that they continue to meet the criteria of independence as prescribed under Section 1 49(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations and are independent of the Management. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge, and they hold highest standards of integrity.

Further, as stipulated, under the Regulation 17(10) of SEBI Listing Regulations, an evaluation exercise of Independent Directors was conducted by the Board and they have been satisfactorily evaluated by the Board.

The other details are provided in the relevant section of the Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel (KMP):

In terms of the provisions of Section 2(51) and Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company during the Financial Year 2023-24 are:

• Mr. N. Venkat Raju, Managing Director

• Mr. Sita Ramanjaneyulu Rayapudi, Chief Financial Officer (till September 26, 2023)

• Mr. Rajesh Kumar Dhoot, Chief Financial Officer (with effect from October 1,2023)

• Mr. Subhanarayan Muduli, Company Secretary Appointment and Resignation of KMPs:

During the year, Mr. Sita Ramanjaneyulu Rayapudi, Chief Financial Officer of the Company resigned with effect from September 26, 2023.

Based on the recommendation of the Audit Committee and Nomination and Remuneration Committee, the Board has appointed Mr. Rajesh Kumar Dhoot as Chief Financial Officer of the Company with effect from October 1,2023.

Certificate of Non-Disqualification of Directors:

In accordance with the SEBI Listing Regulations, a certificate has been received from M/s. D. Hanumanta Raju & Co., Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of Company. The same is annexed herewith as Annexure 9.

Board Diversity:

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture. The Policy on diversity is available on the Company's website at http://anianicement.com/investor/corporategovernance/ Nomination_Remuneration_Policy1.pdf

Succession Planning:

The Nomination and Remuneration Committee of the Board oversees matters relating to succession planning of Directors, Senior Management of the Company.

Directors and Officers Insurance Policy ('D&O Policy'):

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance ('D&O Policy) policy for all its Directors and members of the Senior Management.

BOARD AND COMMITTEES OF THE BOARD

Board Meeting:

The Board of Directors of your Company met 8 (eight) times during the Financial Year 2023-24. The details relating to the meetings of Board of Directors and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report. The interval between any two meetings of the board is within the stipulated time frame prescribed in the Act, the Secretarial Standards -1 (SS-1) issued by The Institute of Company Secretaries of India (ICSI) and SEBI Listing Regulations.

Committees of the Board:

The Company has the following 5 (five) Board-level Committees, which have been established in compliance with the relevant provisions of the Act and SEBI Listing Regulations.

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Risk Management Committee,

4. Corporate Social Responsibility Committee and

5. Stakeholders' Responsibility Committee

The details with respect to the composition, terms of reference, number of meetings held, etc. of the above Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual Directors, Committee of the Board and the Board as a whole.

Based on the parameters set out by the Nomination and Remuneration Committee, the Board of Directors carried out an annual evaluation of its own performance, including that of its Committees and Individual Directors in accordance with the provisions of the Act and SEBI Listing Regulations. Further, in a separate meeting of Independent Directors, the performance of non-independent directors, the Board as a whole and the Chairperson of the Company were evaluated. Performance of the Independent Director's was evaluated by the entire Board excluding the directors being evaluated.

Pursuant to the requirements of Para VII (1) of Schedule IV of the Act and the SEBI Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on January 8, 2024, without the presence of Non-Independent Directors and Members of the management, to review the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive and Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures are made from the same;

b) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits and loss of the Company for the period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Appropriate internal financial controls have been laid down and followed and that such internal financial controls are adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia for nomination, appointment (including remuneration) of Directors, Senior Management and Key Managerial Personnel of the Company. The details of Nomination and Remuneration Policy of the Company is available on the Company's website at http://anianicement.com/investor/ corporategovernance/Nomination_Remuneration_Policy1.pdf

The Board of Directors of the Company follows the criteria for determining qualifications, positive attributes, independence of a Director as per Nomination and Remuneration Policy and the Board Diversity Policy.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. The same is available on the website of the Company at http://www.anianicement.com/investor/corporateqovernance/CodeofConduct.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility ('CSR') activities of the Company are governed through the Corporate Social Responsibility Policy ('CSR Policy') approved by the Board. The CSR Policy guides in designing CSR activities for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company's CSR Policy.

Due to losses incurred during the immediately preceding financial year and the profit after tax on standalone basis computed as per section 198 of the Companies Act, 2013, being negative, and also by virtue of not meeting the Net worth and Turnover criteria as specified under section 135(1) of the Companies Act, 2013, the Company is not required to spend any amount on CSR activities for the Financial Year 2023-24. However, as part of company's continued commitment to the society, an amount of '21,54,576 was spent towards CSR Activities on a voluntary basis during the Financial Year 2023-24.

A Report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 is attached as Annexure 4 this Annual Report.

Further details pertaining to the composition of the CSR Committee and number of meetings held are provided in the Report on Corporate Governance, which forms part of the Annual Report.

The CSR Policy of the Company is available on the Company's website at http://www.anjanicement. com/investor/corporateqovernance/CorporateSocialResponsibilityPolicy.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all the related party transactions were entered on arm's length basis and in the ordinary course of business, in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions. There were no materially significant related party transactions made by the Company with Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All such related party transactions entered into by the Company, were accorded prior approval/ratified by the Audit Committee. Prior omnibus approval was obtained for the related party transactions which were foreseen and repetitive in nature and entered in the ordinary course of business and on an arm's length basis. A statement of all related party transactions was presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Pursuant to the provisions of the SEBI Listing Regulations, if any Related Party Transactions exceeds '1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members' approval. The material Related Party Transactions entered during the financial year 2023-24 and upto the ensuing AGM had been duly approved by the Members of the Company at their 39^th Annual General Meeting held on September 22, 2023.

In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars of the material contracts or arrangements entered into by the Company with related parties as referred to in Section 188 of the Act in Form AOC-2 is attached as Annexure 2 of this Annual Report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearly reports to the stock exchanges, for the related party transactions.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions and is available on Company's website at https://anjanicement. com/investor/corporateqovernance/Related%20Party%20Transaction%20%20Policy.pdf

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments in terms of Section 134(3)(I) of Act, affecting the financial position of the Company between the end of the Financial Year of the Company as on March 31,2024 and the date of this report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN THE FUTURE

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 (3) (m) of the Act read with the Companies (Accounts) Rules, 2014, is set out in the Annexure 3 to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

I. Disclosures as per Rule 5(1):

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2023-24:

Note: Independent Directors and other Non-Executive Directors of the Company were paid sitting fees and were not paid any remuneration during the Financial Year. Hence, details sought in (a) above are not applicable for Independent Directors and other Non-Executive Directors.

*Resigned with effect from September 26, 2023

**Appointed with effect from October 1,2023

b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year 2023-24:

*Resigned with effect from September 26, 2023

**Appointed with effect from October 1,2023

c) The percentage increase in the median remuneration of employees in the Financial Year 2023-24: 7.92%

d) The number of permanent employees on the rolls of Company as at March 31,2024: 238

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year 2023-24 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual salaries of employees decreased by 1.53%. There has been an increase of 15% in the managerial remuneration in Financial Year 2023-24 as compared to previous Financial Year. Increase in managerial remuneration is in line with the remuneration policy of the Company.

f) Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms remuneration is as per the remuneration policy of the Company.

The disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided above. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members at the registered office of the Company during business hours on all working days (except Saturday), up to the date of ensuing Annual General Meeting. Any Member interested in obtaining such particulars may write to the Company Secretary at secretarial@anianicement.com and the same will be provided free of cost to the Member.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated in terms of the SEBI Listing Regulations, forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI Listing Regulations. Pursuant to Regulation 34 read with Part C of Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance, forms part of this Annual Report along with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part E of Schedule V to the SEBI Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on initiatives taken from an environmental, social and governance prospective, in the prescribed format is available as a separate section of this Annual Report.

The Business Responsibility and Sustainability Policy is available on the Company's website at https:// anianicement.com/investor/policies/Business%20Responsibility%20Policy%20Revised.pdf

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management plan and to ensure its effectiveness. Pursuant to Section 134(3) (n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has developed and implemented a Risk Management Policy that includes the process for identifying, minimizing and mitigating risk which is periodically reviewed by the Risk Management Committee, Audit Committee and Board of Directors. Risk assessment and mitigation forms a concurrent part of the management process. Periodical reviews by the Risk Management Committee, Audit Committee and Board of Directors of various operational, financial, marketing, cyber security and legal parameters affecting the Company, as per the Risk Management Policy is conducted and risk management and mitigating procedures are adopted on a continuous basis.

The Risk Management Policy is available on the website of the Company at http://anianicement.com/ investor/policies/RISK%20MANAGEMENT%20PQLICY-ANJANI.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.

The policy provides a platform for the directors and employees to report genuine concerns or grievances. No person was denied access to the Chairperson of the Audit Committee.

The policy of vigil mechanism is available on the Company's website at http://anianicement.com/ investor/corporateqovernance/ViqilMechanism.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at

Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaint received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office.

The Policy for prevention of sexual harassment is available on the Company's website at http:// anianicement.com/investor/corporategovernance/SexualharassmentPolicy.pdf

During the year, the Company has not received any complaint of sexual harassment.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year ended March 31,2024 is available on the Company's website at http://www.anianicement.com/ annual_return.html

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDER

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"), as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company's Board. Any Insiders including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing in Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

AUDITORS

Statutory Auditors:

The Members at the 35^th AGM of the Company held on August 28, 2019 had appointed M/s. Ramanatham & Rao, Chartered Accountants (Firm Registration Number S-2934) as the Statutory Auditors of the Company to hold office for a second term of five years i.e. from the conclusion of the 35th AGM until the conclusion of the 40th AGM to be held in year 2024. M/s. Ramanatham & Rao have audited the standalone and consolidated financial statement of the Company for the Financial Year ended March 31, 2024. The Statutory Auditors' report does not contain any qualification, reservation or adverse remark. The Statutory Auditors have issued an unmodified opinion on the financial statements for the Financial Year 2023-24 and the Auditor's Report forms part of this Annual Report. During the year, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act. The Statutory Auditors produced the certificates issued by Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33(1) (d) of SEBI Listing Regulations.

Further, as the tenure of M/s. Ramanatham & Rao, Chartered Accountants (Firm Registration Number S-2934) as the Statutory Auditors of the Company is expiring at the conclusion of the ensuing AGM of the Company and as they cannot be re-appointed pursuant to the provisions of the Section 139 of the Act, the Board of Directors have, based on the approval and recommendation of the Audit Committee and subject to approval of the Members, appointed M/s S C Bose & Co., Chartered Accountants (Firm Registration No. 004840S) as Statutory Auditors for a term of 5 (five) years to hold office from the conclusion of the 40^th AGM till the conclusion of the 45^th Annual General Meeting of the Company to be held in year 2029.

As required under section 139 of the Act, M/s S C Bose & Co., Chartered Accountants (Firm Registration No. 004840S), have informed the Company that their appointment, if made, shall be in compliance of Section 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014 and also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution seeking Member's approval for appointment of M/s S C Bose & Co., Chartered Accountants (Firm Registration No. 004840S) as Statutory Auditor of the Company is included in the notice convening ensuing Annual General Meeting.

Secretarial Auditors:

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed M/s. D. Hanumanta Raju & Co, Company Secretaries in Practice as Secretarial Auditors to carry out Secretarial Audit of the Company for the Financial Year 2023-24. Accordingly, the Report of the Secretarial Audit is annexed herewith as Annexure 5 of this Annual Report. The said Secretarial Audit report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report:

Pursuant to Regulation 24A (2) of the SEBI Listing Regulations, the Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. D. Hanumanta Raju & Co, Company Secretaries, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed as Annexure 6 of this Annual Report.

Secretarial Audit Report of Material Unlisted Indian Subsidiary:

As per Regulation 24A (1) of the SEBI Listing Regulations, the Company is required to annex the secretarial audit report of its material unlisted subsidiary to its Annual Report. Accordingly, Secretarial Audit of Bhavya Cements Private Limited, the material unlisted Indian subsidiary of the Company was undertaken by M/s. P.S. Rao & Associates, Company Secretaries, Hyderabad for the Financial Year 2023- 24 and their Report is annexed as Annexure 7 to this Annual Report.

Cost Auditors:

Pursuant to Section 148 of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014, the Company has maintained the cost records for the Financial Year 2023-24. The Board of Directors on the recommendation of the Audit Committee appointed M/s. Narasimha Murthy & Co. Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2023-24.

Further, the Board of Directors on the recommendation of the Audit Committee have appointed M/s. Narasimha Murthy & Co. Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2024-25 and fixed their remuneration, subject to ratification by the shareholders at the ensuing Annual General Meeting of the Company. Necessary resolution seeking Member's approval for ratification of remuneration payable to the Cost Auditors for the Financial Year 2024-25 in compliance with Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, is included in the notice convening ensuing Annual General Meeting.

The Cost Audit Report for the Financial Year ended March 31,2023 was filed with the Central Government on August 29, 2023 vide SRN F63605216 within the stipulated time.

The Cost Audit Report for the Financial Year ended March 31,2024 due to be received from the Cost Auditor of the company within 180 days from the closure of the Financial Year, would be filed with the Central Government within 30 days of its receipt thereof.

Internal Auditors:

During the year, M/s. M. Bhaskara Rao & Co. has acted as Internal Auditors of the Company. Audit observations of the Internal Auditors and corrective actions thereon are periodically presented to the Audit Committee of the Board. The Board of Directors on the recommendation of the Audit Committee re-appointed M/s. M. Bhaskara Rao & Co. to carry out the Internal Audit of the Company for the Financial Year 2024-25.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Based on the compliance systems established and maintained by the Company, the work performed by the internal, statutory, secretarial auditor and external consultants including the audit of internal financial controls over financial reporting by statutory auditors along with the Company's self-assessment procedures, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year ended March 31,2024.

UNCLAIMED DIVIDEND

In terms of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) ("IEPF Rules"), during the year, unclaimed dividend amounting to '7,18,613 was transferred by the Company to the Investor Education and Protection Fund ("IEPF"), along with the underlying 1,20,620 equity shares which were transferred to the demat account of the IEPF Authority, pertaining to the financial year 2016-17's Interim Dividend, in accordance with the IEPF Rules, as the dividend(s) has not been claimed by the shareholders for 7 (seven) consecutive years or more.

For details of dividend relating to Financial Years and the due dates on which the unclaimed dividend amounts with respect to the same would have to be remitted into IEPF, please refer the General Shareholder information section of the Corporate Governance Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, there was no application or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT WITH BANK

During the year, there was no case of loan for which one-time settlement was required to be made with any Bank or Financial Institution.

SECRETARIAL STANDARDS

The Board of Directors have put in place adequate system that ensure compliance with applicable Secretarial Standards issued by The Institute of Company Secretaries of India and this system is adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors wish to thank all the shareholders, statutory bodies, departments of the State and Central Government, Bankers, suppliers, customers, employees and all other stakeholders for their invaluable and continued support to the Company.