The Board of Directors of your Company is pleased to present the 41^st Annual Report together with the
Audited Financial Statements (Consolidated and Standalone) of your Company for the Financial Year
ended March 31,2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

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

FINANCIAL AND OPERATIONAL PERFORMANCE
Financial Performance

a) Revenue from operations

The revenue from operations of the company for the financial year 2024-25 stood at '37,344
lakhs as against '47,687 lakhs in the previous financial year, a reduction of 22% over the previous
financial year. The financial year 2024-25 witnessed a very sluggish demand of cement and drop
in realizations due to multiple external factors like surplus supplies, impact of state and general
elections, erratic weather conditions and competitive landscape in the cement industry, non¬
availability of sand and other factors. The company has taken various steps to improve its marketing
and logistics strategies for higher market penetration and for increasing revenue realizations.

b) Other Income

Other Income of the company increased to '109 lakhs in the financial year 2024-25 as against
'33 lakhs in the previous financial year. The increase in the Other Income during the financial year
was on account of review and write back of long carried forward unclaimed liabilities and also due
to increase in interest on margin money deposits with bank.

c) Cost of material consumed

The cost of raw materials consumed decreased to '3,584 lakhs in financial year 2024-25 from
'4,455 lakhs in the previous financial year mainly due to decrease in volume of cement production.

d) Employee benefits expenses

The employee benefits expenses for the financial year 2024-25 stood at '2,252 lakhs as against
'2,248 lakhs in the previous financial year. Employee benefit expenses accounted for 6.03% of
revenue from operations in the financial year 2024-25 as against 4.71% in the previous financial
year, an increase by 1.32% mainly due to lower revenue in the financial year 2024-25.

e) Finance Costs

Finance costs for the financial year 2024-25 stood at '2,766 lakhs as against '2,709 lakhs in the
previous financial year. The increase in finance cost was mainly due to higher utilization of cash
credit facilities and also due to increase in inter corporate deposits.

f) Depreciation and amortisation expenses

Depreciation and amortization expenses decreased by '86 lakhs to '1,584 lakhs in the financial
year 2024-25 from '1,670 lakhs in the financial year 2023-24 mainly due to completion of useful
life of certain assets during the financial year 2024-25.

g) Power & Fuel

The Power & Fuel cost of the Company for the financial year 2024-25 stood at '11,645 lakhs as
against '16,797 lakhs in the previous financial year, a reduction of '5,152 lakhs, primarily on
account of lower production in the current financial year and also on account of marginal decrease
in the average coal prices in the current financial year as compared to previous financial year as
well as savings due to power efficiency. Power and fuel cost accounted for 31.18% of revenue from
operations in the financial year 2024-25 as against 35.22% in the financial year 2023-24.

h) Freight and Forwarding Charges

Freight and forwarding expense of the Company for the financial year 2024-25 stood at '7,109
lakhs as against '8,358 lakhs in the previous financial year, a reduction of 15% over the previous
year, primarily on account of reduction in sales volume. Freight and forwarding expense on finished
goods accounted for 19.04% of revenue from operations in the financial year 2024-25 as against
17.53% in the financial year 2023-24.

i) Operating Profit

The company has incurred an operating loss of '307 lakhs in the financial year 2024-25 as
compared to operating profit of '2,528 lakhs in the previous financial year. The loss was primarily
on account of significant drop in sales volume as well as due to lower realization on sales due to
sluggish market conditions and stiff competition.

Operational Performance

Including 2,83,291 Ml of traded cement
"Including 2,54,858 MT of traded cement

As evident from the above table, during the year, the cement production decreased as compared to
previous year and the sales volume of cement decreased by 9.59% due to sluggish market conditions
and stiff competition.

Captive Power Plant

The cost per unit of power consumed during the financial year 2024-25 remain same at '7.40 as against
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 31,2025.

DIVIDEND

As the Company had incurred loss in the financial year 2024-25, 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 and the same is available on the Company's website at http://anianicement.com/
investor/policies/Dividend-Distribution-Policy.pdf

SHARE CAPITAL

During the financial year 2024-25, 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,
2025 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 31,2025 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

During the financial year 2024-25, there has been no change in the nature of the business of the
Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31,2025, 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 https://www.anianicement.com/investor/policies/Material%20Subsidiaries%20
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 2024-25
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 129(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 https://www.anianicement.com/subsidiary_financials.
html. Any member desirous of obtaining a copy of the said financial statements can send an e-mail to
secretarial@anianicement.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 https://anianicement.com/annual_report.html.

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 financial year 2024-25, 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
2024-25.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-25, your company has neither given any loan / guarantee or provided
any security or made any investments pursuant to the provisions of Section 186 of the Act

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

As on March 31,2025, the Board consist of six (6) Directors of whom one (1) is an Executive Director,

i.e. Managing Director and five (5) members are Non-Executive Directors including two (2) Women
Directors. Amongst five (5) Non-Executive Directors, two (2) are Independent Directors including one
(1) Woman Independent Director. The Directors on the Board are professionally qualified with core
competence and rich experience and expertise across a range of fields such as corporate finance,
strategy, accounting, legal, marketing, general management and regulatory matters. The Board 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.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise,
and competencies of the Directors in the context of the Company's businesses for effective functioning.
The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate
Governance Report.

Appointment / Re-appointment of Director:

As reported last year, 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 five (5) years commencing from May 15, 2024 to May 14, 2029 (both days
inclusive), subject to approval of Members of the Company. At the 40^th Annual General Meeting held on
August 9, 2024, the Members approved his appointment as Non-Executive, Independent Director of the
Company for the above-mentioned tenure.

Mr. N. Venkat Raju (DIN:08672963) was appointed as the Managing Director of the Company for
a period of five (5) years effective from January 24, 2020 upto January 23, 2025. Based on the
recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting
held on November 12, 2024, re-appointed Mr. N. Venkat Raju as the Managing Director of the Company
for a further period of five (5) years with effect from January 24, 2025 to January 23, 2030 (both days
inclusive), subject to the approval of the Members of the Company. On January 3, 2025, the Members
of the Company, by way of a postal ballot, approved the re-appointment of Mr. N. Venkat Raju as the
Managing Director of the Company for the above-mentioned tenure.

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, Mr. Gopal Perumal (DIN:06630431), 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 himself for re-appointment. The Board of Directors
have recommended his re-appointment as Non-Executive Director of the Company, liable to retire by
rotation. Necessary resolutions seeking the approval of the members for the re-appointment have been
incorporated in the notice of the Annual General Meeting of the company.

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. RM Palaniappan (DIN: 00143198), a Non-Executive, Independent Director,
who was appointed on the Board on May 16, 2019 for a period of five (5) 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 149(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 2024-25 are:

• Mr. N. Venkat Raju, Managing Director

• Mr. Rajesh Kumar Dhoot, Chief Financial Officer

• Mr. Subhanarayan Muduli, Company Secretary

There were no changes in the KMPs' during the financial year 2024-25.

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 https://www.anianicement.com/investor/corporategovernance/
Nomination%20and%20Remuneration%20Policy.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 five (5) times during the financial year 2024-25. 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:

As requited under the Act and SEBI Listing Regulations, the Board has constituted the following statutory
committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Risk Management Committee,

4. Corporate Social Responsibility Committee and

5. Stakeholders' Responsibility Committee

Details such as terms of reference, composition and meeting held during the year for these committees
are disclosed 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 February 13, 2025, 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 Company has a Nomination and Remuneration Committee. The Committee reviews and recommend
to the Board of Directors about appointment and remuneration for Directors and Key Managerial Personnel
and Senior Management Personnel. The Company does not pay any remuneration to the Non-Executive
Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors.
Remuneration to Managing Directors is governed under the relevant provisions of the Act and approvals.

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy,
inter alia for nomination, appointment, re-appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel of the Company. 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. All the appointment, re-appointment
and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per
the Nomination and Remuneration Policy of the company.

The details of Nomination and Remuneration Policy of the Company is available on the Company's
website at https://www.anianicement.com/investor/corporateqovernance/Nomination%20and%20
Remuneration%20Policy.pdf

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/corporategovernance/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 2024¬
25. However, as part of company's continued commitment to the society, an amount of '15,32,796 was
spent towards CSR Activities on a voluntary basis during the Financial Year 2024-25.

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.anianicement.com/
investor/corporategovernance/CorporateSocialResponsibilityPolicy.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25, 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 2024-25 and upto the ensuing AGM had
been duly approved by the Members of the Company at their 40^th Annual General Meeting held on
August 9, 2024.

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://www.anianicement.com/
investor/corporategovernance/Policy%20on%20Related%20Party%20Transactions.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
31,2025 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 2024-25:

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

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 2024-25:

c) The percentage increase in the median remuneration of employees in the financial year
2024-25: (13.23%)

d) The number of permanent employees on the rolls of Company as at March 31,2025: 227

e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year 2024-25 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 increased by (6.55%). There has been an increase
of 12.50% in the managerial remuneration in financial year 2024-25 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 Regulation 34 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%20POLICY-ANJANI.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and in line with the best governance
practices. 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.

In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies
(Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the
Directors and the employees have direct access to the Chairperson as well as the Members of the Audit
Committee. The policy provides a platform for the directors and employees to report genuine concerns
or grievances. No person was denied access to the Audit Committee.

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

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

The Company has zero tolerance towards sexual harassment at the workplace and has a policy on
prevention, prohibition, and redressal of sexual harassment in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and the Rules
thereunder.

The said policy is available on the Company's website at http://anianicement.com/investor/
corporategovernance/SexualharassmentPolicy.pdf

An Internal Complaint Committee (ICC) has been set up in compliance with the Act and the rules framed
thereunder to redress complaints received on sexual harassment.

No complaints were received or disposed off during the financial year 2024-25 under the above said Act
and no complaints were pending either at the beginning or at the end of the year.

Details as required pursuant to Rule 8 of the Companies (Accounts) Rule, 2014 are as follows:

STATEMENT OF COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of Section 134 of the Act and the Rule 8 of the Companies (Accounts) Rule,
2014, the Board of Directors hereby states that during the financial year 2024-25 the Company is in
compliance with all the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The
Company remains committed to maintaining a supportive and inclusive work environment and strictly
adheres to all provisions of the Maternity Benefit Act, 1961, ensuring the welfare, health, and dignity of
its women employees.

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the Annual Return of the Company prepared as per Section
92(3) of the Act for the financial year ended March 31,2025, is available on the Company's website and
can be accessed at http://www.anianicement.com/annual_return.html. In terms of Rule 11 and 12 of
the Companies (Management and Administration) Rule, 2014, the Annual Return shall be filed with the
Registrar of Companies, within prescribed timelines.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"), the Company
has implemented a Code of Conduct for Prohibition of Insider Trading to regulate, monitor, and report
the trading of securities by Designated Persons and immediate relative of Designated Persons. This Code
ensures that employees do not engage in trading on the basis of unpublished price sensitive information
(UPSI). It also lays down procedures for investigation any potential leakage of UPSI, along with the Code
of Practice and Procedures for Fair Disclosure of UPSI.

The Code is available on the Company's website at https://www.anianicement.com/investor/
corporategovernance/Code%20of%20Conduct%20under%20SEBI%20PIT%20Regulations.pdf

AUDITORS

Statutory Auditors:

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the
Company at the 40^th Annual General Meeting held on August 9, 2024, appointed M/s. S C Bose &
Co., Chartered Accountants (Firm Registration No. 004840S) as the Statutory Auditors of the Company
to hold office for the first term of five (5) consecutive years i.e. from the conclusion of the 40th Annual
General Meeting until the conclusion of the 45th Annual General Meeting to be held in year 2029. M/s.
S C Bose & Co., have audited the standalone and consolidated financial statement of the Company for
the financial year ended March 31,2025. The Statutory Auditors' report for the financial year 2024-25
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 2024-25 and the Auditor's Report
forms part of this Annual Report. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors
of the Company have not reported any instances of frauds committed in the Company by its officers or
employees.

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.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has based on the
recommendation of the Audit Committee, had appointed M/s. D. Hanumanta Raju & Co., Practicing
Company Secretaries, as the Secretarial Auditors to carry out Secretarial Audit of the Company for the
financial year 2024-25. As required under Section 204 of the Act and the SEBI Listing Regulations, the
Secretarial Audit Report in Form MR-3 of the Company for the financial year 2024-25 is attached and
marked as Annexure 5 and form part of this report. The said Secretarial Audit report does not contain
any qualification, reservation or adverse remark.

Further, pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A
of the SEBI Listing Regulations, the Board of Directors has based on the recommendation of the Audit
Committee approved appointment of M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries
(Unique Identification No. P1990AP015500) (Peer review Certificate No.6326/2024) as the Secretarial
Auditors of the Company for a period of five (5) consecutive years commencing from April 1, 2025 to
March 31, 2030, subject to approval of the Members of the Company at the ensuing Annual General
Meeting. M/s. D. Hanumanta Raju & Co., has provided its consent to act as the Secretarial Auditors of
the Company and has confirmed that the proposed appointment, if made, will be in compliance with
the provisions of the Act and the SEBI Listing Regulations. In terms of the SEBI Listing Regulations, M/s.
D. Hanumanta Raju & Co., produced a valid peer review certificate issued by the Peer Review Board of
the Institute of Company Secretaries of India. M/s. D. Hanumanta Raju & Co., has confirmed that they
are not disqualified from being appointed as Secretarial Auditors the Company in terms of the provisions
of the Act and SEBI Listing Regulations. Necessary resolutions seeking the approval of the members for
the aforesaid appointment have been incorporated in the notice of the Annual General Meeting of the
company.

Annual Secretarial Compliance Report:

Pursuant to Regulation 24A (2) of the SEBI Listing Regulations, the Company has undertaken an audit
for the financial year 2024-25 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, Practicing Company Secretaries (Peer review Certificate
No.6326/2024), 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. D. Hanumanta Raju & Co, Practicing Company Secretaries (Peer review Certificate
No.6326/2024), Hyderabad for the financial year 2024-25 and their Report is annexed as Annexure
7 to this Annual Report.

Cost Auditors:

The Board of Directors of the Company has on the recommendation of the Audit Committee, appointed
M/s. Narasimha Murthy & Co., Cost Accountants (Firm Registration No. 000042), as the Cost Auditors of
the Company for the financial year 2024-25 at a remuneration of '2,00,000/- plus applicable taxes and
reimbursement of out-of-pocket expenses at actual incurred, subject to ratification of their remuneration
by the Members of the Company at the 40^th Annual General Meeting. M/s. Narasimha Murthy & Co.,
being eligible, consented to act as the Cost Auditors of the Company for the financial year 2024-25.

The Members at the 40^th Annual General Meeting of the Company held on August 9, 2024 ratified
the proposed remuneration payable to M/s. Narasimha Murthy & Co., to audit the cost records of the
Company for the financial year ending 31st March 2025.

In accordance with Section 148(1) of the Act, the Company has maintained the cost records, as specified
by the Central Government. M/s. Narasimha Murthy & Co., the Cost Auditors, are in the process of
carrying out the cost audit for applicable products during the financial year 2024-25. The Cost Audit
Report for the financial year ending 31^st March 2025 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.

Further, the Board of Directors of the Company has on the recommendation of the Audit Committee,
re-appointed M/s. Narasimha Murthy & Co. Cost Accountants (Firm Registration No. 000042), as the
Cost Auditors of the Company to conduct the audit of cost records for the financial year 2025-26
at remuneration of '2,25,000/- plus applicable taxes and reimbursement of out-of-pocket expenses
actually incurred, subject to ratification of their remuneration by the Members of the Company at the
ensuing Annual General Meeting. M/s. Narasimha Murthy & Co., being eligible, consented to act as
the Cost Auditors of the Company for the financial year 2025-26 and have confirmed that they are not
disqualified to be appointed as such.

Appropriate resolution for ratification of the proposed remuneration payable to M/s. Narasimha Murthy
& Co., to audit the cost records of the Company for the financial year ending 31^st March 2026, is being
placed for the approval the Members of the Company at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year ending 31 ^st March, 2024 was filed with the Central
Government on August 27, 2024 vide SRN F97775373 within the stipulated time.

Internal Auditors:

During the financial year 2024-25, 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 2025-26.

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 31,2025.

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 ("IEPF Rules"), during the financial year
2024-25, unclaimed dividend amounting to '7,38,090 was transferred by the Company to the Investor
Education and Protection Fund ("IEPF"), along with the underlying 33,366 equity shares which were
transferred to the demat account of the IEPF Authority, pertaining to the financial year 2016-17's Final
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 financial year 2024-25, 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 financial year 2024-25, 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.

For and on behalf of the Board of Directors of

Anjani Portland Cement Limited

V Valliammai

Chairperson

Chennai, August 12, 2025 DIN: 01197421