Directors Report of Anjani Portland Cement Ltd.

Mar 31, 2025

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.

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	37,344	47,687	43,003	62,390
Other Income	109	33	168	112
Total Income	37,453	47,720	43,171	62,502
Total Expenses	42,110	49,571	52,868	67,540
Profit before Interest, Depreciation and Tax	(307)	2,528	1,794	2,994
Less: Finance Cost	2,766	2,709	3,343	3,221
Less: Depreciation	1,584	1,670	4,560	4,811
Profit/(Loss) Before Tax	(4,657)	(1,851)	(9,697)	(5,038)
Total Tax expenses	(1,175)	(680)	(1,575)	(1,106)
Profit/(Loss) After Tax	(3,482)	(1,171)	(8,122)	(3,932)
Other comprehensive income/loss	6	(20)	11	(21)
Total comprehensive income/loss	(3,476)	(1,191)	(8,111)	(3,953)

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

Particulars (in MT per annum except figures in %)	FY 2024-25	FY 2023-24
Installed Cement Capacity	11,60,000	11,60,000
Utilization Level	61%	73%
Cement Production	7,05,239	8,51,516
Cement Sales Volume	9,99,823*	11,05,846**

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

Power Generation / Consumption/ Export details for Financial Year 2024-25
Power Plant	UOM	CPP			EB	Total Power Generation	Total consumption in cement plant (CPP EB)	Total Export
		Gross Generation	Auxiliary Consumption	Net Generation		Net	Net
Anjani Works	Lac KWh	603.74	45.51	558.23	45.77	604	604

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
[e-mail]. 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:

Name of the Director/KMP	Designation	Ratio to median remuneration of all employees
Executive Director
Mr. N. Venkat Raju	Managing Director	18.53 times
KMPs
Mr. Rajesh Kumar Dhoot	Chief Financial Officer	7.57 times
Mr. Subhanarayan Muduli	Company Secretary	2.18 times

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:

Name	Designation	% increase in remuneration in the Financial Year
Mr. N. Venkat Raju	Managing Director	10%
Mrs. V. Valliammai	Non-Executive, Independent Director	-
Mr. Umesh Prasad Patnaik	Non-Executive, Independent Director	-
Mr. Gopal Perumal	Non-Executive, Non-Independent Director	-
Mr. Palani Ramkumar	Non-Executive, Non-Independent Director	-
Dr.(Mrs.) S.B. Nirmalatha	Non-Executive, Non-Independent Director	-
Mr. Rajesh Kumar Dhoot	Chief Financial Officer	-
Mr. Subhanarayan Muduli	Company Secretary	15%

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 [e-mail] 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:

Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of complaints pending for more than ninety days	Nil

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

---

Mar 31, 2024

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.

('' In Lakhs)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	45,942	42,218	62,390	66,150
Other Income	33	41	112	267
Total Income	45,975	42,259	62,502	66,417
Total Expenses	47,826	44,270	67,540	72,831
Profit before Interest, Depreciation and Tax	2,528	2,548	2,994	2,408
Less: Finance Cost	2,709	2,840	3,221	3,447
Less: Depreciation	1,670	1,719	4,811	5,375
Profit/(Loss) Before Tax	(1,851)	(2,011)	(5,038)	(6,414)
Total Tax expenses	(680)	(119)	(1,106)	(564)
Profit/(Loss) After Tax	(1,171)	(1,892)	(3,932)	(5,850)
Other comprehensive income/loss	(20)	32	(21)	59
Total comprehensive income/loss	(1,191)	(1,860)	(3,953)	(5,791)

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

Particulars (in MT per annum except figures in %)	FY 2023-24	FY 2022-23
Installed Cement Capacity	11,60,000	11,60,000
Cement Production	8,51,516	8,42,547
Utilization Level	73%	73%
Cement Sales Volume	11,05,846*	9,44,242**

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

Power Generation / Consumption/ Export details for Financial Year 2023-24
Power Plant	UOM	CPP			EB	Total Power Generation	Total consumption in cement plant (CPP EB)	Total Export
		Gross Generation	Auxiliary Consumption	Net Generation		Net	Net
Anjani Works	Lac KWh	810.51	58.13	752.38	30.05	782.43	782.43	-

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_:

Name of the Director/KMP	Designation	Ratio to median remuneration of all employees
Executive Director Mr. N. Venkat Raju	Managing Director	18.09 times
KMPs Mr. Sita Ramanjaneyulu Rayapudi1	CFO	3.22 times
Mr. Rajesh Kumar Dhoot2	CFO	4.12 times
Mr. Subhanarayan Muduli	Company Secretary	2.04 times

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 9093-94¹

Name	Designation	% increase in remuneration in the Financial Year
Mr. N. Venkat Raju	Managing Director	15%
Mrs. V Valliammai	Non-Executive, Independent Director	-
Mr. RM. Palaniappan	Non-Executive, Independent Director	-
Mr. A. Subramanian	Non-Executive, Non-Independent Director	-
Mr. V. Palaniappan	Non-Executive, Non-Independent Director	-
Dr.(Mrs.) S.B. Nirmalatha	Non-Executive, Non-Independent Director	-
Mr. Sita Ramanjaneyulu Rayapudi1	CFO	14.80%
Mr. Rajesh Kumar Dhoot2	CFO	NA
Mr. Subhanarayan Muduli	Company Secretary	15%

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 [e-mail] 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.

For and on behalf of the Board of Directors of

Anjani Portland Cement Limited

V Valliammai

Chairperson

Chennai, July 10, 2024 DIN: 01197421

1

Resigned with effect from September 26, 2023

2

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:

---

Mar 31, 2018

AUDIT COMMITTEE RECOMMENDATION

During the year, all recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review your Company has fulfilled its obligation towards Corporate Social Responsibility by spending a sum of Rs. 76,80,483 during the year. The report on CSR activities as required under Section 135 of the Companies Act, 2013 is given as Annexure II, forming part of this Report. The CSR policy is available on the Company''s website, www.anjanicement.com.

RISK MANAGEMENT POLICY

The management of the Company is spearheaded by a Whole Time Managing Director and risk assessment and mitigation forms a concurrent part of the management procedures. Periodical reviews of various operational, marketing and legal parameters affecting the Company is conducted and risk management and mitigating procedures are adopted on a continuous basis.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act 2013 and the rules framed there under. The details of the Policy are uploaded on the website of the Company www.anjanicement.com.

No complaint was filed during the financial year 2017-18.

DEBENTURE REDEMPTION

Your Company had in November, 2014, allotted 600 Rated, Taxable, Secured, Guaranteed, Listed Redeemable Non-Convertible Debentures of the Face Value of Rs. 10,00,000 each (Rupees Ten Lakhs Only) for a total size of Rs. 60 crores (Rupees Sixty Crores Only), structured in form of two different series of Rs. 30 crore (Thirty crore only) each on a Private Placement basis.

Pursuant to the Information memorandum 300 debentures were redeemed on November 14, 2017, subsequently the remaining 300 debentures were redeemed on April 13, 2018. The Company now has no outstanding debentures as on the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the “Act”) is enclosed as Annexure IV in the prescribed form MGT-9 and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met five times during the Financial Year 2017-18. The details of Board Meetings are provided in the Corporate Governance Report. The intervening gap between two meetings of the board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (LODR) Regulations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2017-18.

TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into contract / arrangements with related parties pursuant to provisions of Section 188 (1) of the Act read with Section 134(h) of the Act, in the financial year 2017-18.

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 have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company, is as follows:-

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Directors	Ratio to Median Remuneration
Non-Executive Directors
Mrs. V. Valliammai	-
Mr. P Gopal	-
Mr. V. Subramanian	-
Dr. (Mrs.) S.B. Nirmalatha	-
Executive Directors
Mr. A. Subramanian	13.01 times

The median remuneration of the employees of the Company for the financial year 2017-18 is Rs. 3.69 lakhs.

The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial year:

Name of Person	Percentage Increase in Remuneration
Non-Executive Directors
Mrs. V. Valliammai	-
Mr. P Gopal	-
Mr. V. Subramanian	-
Dr. (Mrs.) S. B. Nirmalatha	-
Executive Directors
Mr. A. Subramanian	-
CFO and CS
Mr. M.L. Kumavat	18
Mrs. Anu Nair	18

The percentage increase in the median remuneration of employees in the Financial year 2017-18 is 16.53%.

The number of permanent employees on the rolls of Company: 276.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial year 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:

On an average, salaries of employees increased by 13.52%.

There has been no change in the managerial remuneration for the year under consideration.

Statement containing Particulars of Employees pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing Particulars of Employees, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days (except Saturdays), upto the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at the Registered Office of the Company.

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.

BOARD EVALUATION

The Nomination and Remuneration Committee set out the parameters based on which Board carried out an annual evaluation of the performance of the Board, Committees and Individual Directors. Some of the parameters for the same were effective communication, adequacy of knowledge, investment of time etc. The Board as a group discussed, evaluated and graded themselves on the parameters provided. The performance of the Board, Committees and Individual Directors was found to be satisfactory and was found helping the Company in improving its performance.

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

The particulars as prescribed under 134 (3)(m) of the Companies Act, 2013 and the Rules prescribed thereunder are set out in Annexure III to this report.

SUBSIDIARY COMPANIES

Your Company has no subsidiaries within the meaning of Section 2(6) of the Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and that 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 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 Companies Act, 2013, 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 such internal financial controls are adequate and operating effectively.

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

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

ACKNOWLEDGEMENT

The Board of Directors wish to thank all the shareholders, statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the Company.

On Behalf of the Board of Directors

A. Subramanian Mrs.V. Valliammai

Place: Chennai Managing Director Director

Date: August 8, 2018 (DIN: 06693209) (DIN: 01197421)

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Mar 31, 2017

The Directors take pleasure in presenting the Thirty Third Annual Report and the Audited Accounts of the Company for the year ended March 31, 2017.

- FINANCIAL RESULTS:

(Rs, in Lakhs)

	Current Year Ended 31/03/2017	Previous Year Ended 31/03/2016
Revenue from Operations(Gross)	36,010	31,944
Profit before Interest, Depreciation	8,369	8,300
Less: Interest	944	1,584
Less: Depreciation	1,706	2,312
Profit/(Loss) Before ax	5,719	4,404
Provision for Taxation including deferred Tax	1,231	2,425
Profit/(Loss)after Taxation	4,488	1,979
Appropriations
Debenture Redemption Reserve	500	500
Dividend	252.86	---
Dividend Distribution Tax	51.48	---

- INDIAN ACCOUNTING STANDARDS

The Company has adopted Indian Accounting Standards (Ind AS) as per the notification issued by the Ministry of Corporate Affairs .The Company has published financials using Ind AS for the year ended March 31, 2017 along with the comparable figures as on March 31, 2016 and opening Statement of Assets and Liabilities as on April 1, 2015.

- DIVIDEND

Your Directors have recommended a final dividend of Rs,1/- per equity share for FY 2016-17. The Interim Dividend of Rs,1/- per equity share was paid in the month of September, 2016. The Final Dividend subject to the approval of the shareholders at the ensuing AGM, will be paid within the time stipulated as per the Companies Act, 2013 . The total dividend for the financial year, including the proposed Final Dividend, amounts to Rs, 2/- per equity share and will absorb Rs, 608.67 lakhs, including Dividend Distribution Tax of Rs, 102.95 lakhs.

- PERFORMANCE OF THE COMPANY

	PRODUCTION in M.T	SALES in M.T
Cement	8,49,656	8,49,933

OPERATIONS

This is covered under the topic Management Discussion and Analysis.

- MANAGEMENT DISCUSSION AND ANALYSIS

- Economy and Developments

In 2016-17 the world economy showed a very moderate increase. The global economy for a long time has been bearing the brunt of the sluggish pace in global investment and adding to the woes have been the diminishing growth of world trade. For the April 2016-March 2017 period, the Indian economy advanced 7.1 percent, in line with the estimate but below 8 percent in the previous year. However as compared to the world economy the Indian economy has shown a positive trend.

The demonetization move by the Government in December 2016 had a short term adverse impact on the Indian economy. For the first time in over a decade the production volume in the Industry showed a decline. However the Cement Industry was quickly able to recover from this disturbance and was probably one of the sectors to show the quickest recoveries.

- Opportunities, Threats, Risks, Concerns and Outlook

The Union Budget 2017-18 has been considered as a very optimistic budget especially for the infrastructure sector. With the PM Awaas Yojana, there will be one crore houses to be made for the homeless, the allocation for the same has increased from Rs, 15,000 crore to Rs, 23,000 crore.

Infrastructure and Rural development as in the last year has been a focus in the current year as well which will definitely boost the demand for cement.

The prices of coal and petcoke have risen sharply in the past six months, leading to higher fuel costs, which is a matter of high concern for the Cement Industry.

However considering the Government''s constant endeavor towards infrastructural development, the best days for the Cement Industry are not far away

- Segment wise or Product Performance

The Company has only one business segment and that is manufacturing and sale of cement. Given below are the variety - wise production figures for the financial year 2016-17.

Grades of Cement	Quantity in M.T
OPC-43 grade and 53 grade	6,26,679
PPC	2,09,883
RHPC	13,094

- Internal Control System and their adequacy

The Company has got an adequate system of internal control in place commensurate with the size of its operation and is properly designed to protect and safeguard the assets of the Company. There is a proper system for recording all transactions which ensures that every transaction is properly authorized and executed according to norms.

The Company has also appointed M/s M. Bhaskara Rao & Co., Chartered Accountants as Internal Auditors to conduct the Systems and Compliance Audit of the Company.

- Financial Performance in comparison to Operational Performance

In the Financial year 2016-17, the Company''s production level touched 8.50 lakh tons, which reflects a growth of 12.20% year on year.

The volume of Cement sales was at 8.5 lakh tons recording a growth of 11.80%. This was mainly because of significant efforts made by the Company in Andhra Pradesh and Tamilnadu cement market.

Cement Sales revenue grew 12.66% to Rs, 35,981 lakhs mainly on account of increased sale volumes and also due to better price realization.

Company continued to maintain its cost streamlining efforts during the year. The continued efforts resulted in bringing down the variable costs at slightly lower levels as compared to previous year.

The Company rationalized its finance costs during the year by repaying its term loan through internal accrual and efficient utilization of working capital limits.

Depreciation cost during the year was lower as compared to previous year as major part of Plant & Machinery (Line I) was depreciated fully during previous year based on useful life as provided in Part C of Schedule II to the Companies Act, 2013.

As a result of combined effect on account of growth in cement volumes, cost rationalization and improved price realization, profit before tax of Company was up by 29.86% to Rs, 5719 lakhs.

- Material Development in Human Resources/Industrial Relations front, including number of people employed.

The Industrial relation during the current year has been cordial and contributed to mutual development.

The number of personnel in direct employment of the Company are 277.

- FIXED DEPOSITS:

Your Company has not accepted any deposits from the public, or its employees during the year under review and there are no outstanding Fixed Deposits at the end of the financial year 2016-17.

- CAPTIVE POWER PLANT

Tha Captive Power Plant was commissioned in January 2017. The Gross power generation for the year under review was 184.88 lakh units, out was which 16.30 lakh units were auxiliary consumed and the balance of 168.58 lakh units were captively consumed by the Cement plant.

- CHANGE OF STATUS OF HOLDING COMPANY

With effect from May 3, 2017, the status of the Holding Company was changed to a Private Limited Company pursuant to the conversion of the same being approved by its Shareholders and the National Company Law Tribunal.

- LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED

The Equity shares of our Company are listed on the BSE Limited. The Board of Directors were of the opinion that, NSE of India Limited being the largest exchange in the country and having trading platforms all over the country, it would be considered advisable to list the Company''s shares on the NSE of India Limited so as to create more visibility. In pursuance of this, the shares of the Company were listed on the NSE of India Limited on April 10, 2017.

- REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is given as an Annexure to this Report.

- STATUTORY AUDITORS

At the 32^nd AGM of the Company, of M/s Ramanatham & Rao, Chartered Accountants (Firm Registration Number (S-2934) were appointed as Statutory Auditors for a period of three consecutive years. As required under the Companies Act, 2013, the appointment of the auditors will be placed before the shareholders for their ratification at every Annual General Meeting. Accordingly a resolution seeking ratification from Members is included as Item no. 4 of the Notice convening the Annual General meeting.

- COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its cement activity is required to be subject to Cost Audit. Your Directors have appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad to audit the cost records of the Company for the financial year 2017-18 on a remuneration of Rs,1,75,000/- (Rupees One Lakh Seventy Five Thousand Only) . As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in the Annual General meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad is included as Item no. 5 of the Notice convening the Annual General meeting.

The Cost Audit Report for the Financial year 2015-16 due to be filed with Ministry of Corporate Affairs within a period of 180 days from the close of the financial year, had been filed on September 26, 2016. The Cost Audit Report for the Financial year 2016-17 would be filed within the period mentioned in the Companies (Cost Record and Audit) Rules 2014.

- REQUIREMENT UNDER THE COMPANIES ACT, 2013

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no change in the composition of the Directors and the Key Managerial Personnel for the Financial year ended March 31, 2017.

B. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act 2013 and the rules framed there under. The details of the Policy are uploaded on the website of the Company.

No complaint was filed during the financial year 2016-17.

C. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the “Act") is enclosed as an Annexure in the prescribed form MGT-9 and forms part of this Report.

D. NUMBER OF MEETINGS OF THE BOARD

6 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

E. INDEPENDENT DIRECTORS DECLARATION

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 (Section 149(6)) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

F. POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION

Company''s policy on Directors ''appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in the Corporate Governance Report which forms part of this Report.

Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed in the prescribed form MGT-9 and forms part of this Report. The Nomination and Remuneration Policy of the Company is available on the Company''s website: www.anjanicement.com

G. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report. The Report of the Secretarial Auditor as conducted by Mrs. Shailashri Bhaskar, Practising Company Secretary is given as an Annexure which forms part of this report.

H. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2016-17.

I. RELATIONSHIP BETWEEN DIRECTORS

None of the Directors are related to each other within the meaning of the term “relative" as per Section 2(77) of the Act.

J. TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into contract / arrangements pursuant to provisions of Section 188 (1)of the Act.

The Company however has entered into related party transactions pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These transactions were material in nature and appropriate shareholder approval pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been obtained at the Annual General Meeting of the Company held last year

K. 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.

L. 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 have been no material changes and commitments affecting the Financial position of the Company which have occurred between the end of the Financial Year to which the financial statement relates and the date of the report.

M. RISK MANAGEMENT POLICY

The management of the Company is spearheaded by a Whole Time Managing Director and risk assessment and mitigation, forms a concurrent part of the management procedures. Periodical reviews of various operational, marketing and legal parameters affecting the Company is conducted and risk management and mitigating procedures are adopted on a continuous basis.

N. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, The Corporate Social Responsibility Policy has been approved by the Board of Directors of the Company. The report on CSR is given as an Annexure and forms part of this report.

The Company was required to spend an amount of Rs,19.51 Lakhs in CSR activities during the financial year 2016- 17, as per the provisions of 135(5) of the Companies Act, 2013 and the Company has spent an amount of Rs, 24.49 Lakhs during the year.

O. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is as follows:-

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;

Directors	Ratio to Median Remuneration
Non-Executive Directors
Mr. P. Gopal	-
Mr. V Subramanian	-
Dr.(Mrs.) S.B. Nirmalatha	-
Executive Directors
Mr. A. Subramanian	15.51 times

The median remuneration of the employees of the Company for the financial year 2016-17 is Rs, 3.09 lakhs.

b) The percentage increase in remuneration of each Director, Chief Executive Offcer, Chief Financial Offcer Company Secretary or Manager, if any, in the Financial year;

Name of Person	Percentage Increase in Remuneration
Non-Executive Directors
Mr. P Gopal	-
Mr. V. Subramanian	-
Dr. (Mrs.) S. B. Nirmalatha	-
Executive Directors
Mr. A. Subramanian	-
CFO and CS
Mr. M.L. Kumavat	-
Mrs. Anu Nair	16

c) The percentage increase in the median remuneration of employees in the Financial year 2016-17 is 8.75%.

d) The number of permanent employees on the rolls of Company: 277.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial year 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.

On an average, salaries of employees decreased by 3.47%.

There has been no change in the managerial remuneration for the year under consideration.

f) The key parameters for any variable component of remuneration availed by the directors;

Nil

g) Affirmation that the remuneration is as per the remuneration policy of the Company

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

h) Statement containing Particulars of Employees pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing Particulars of Employees, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days (except Saturdays), upto the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at the Registered Office of the Company.

P FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARM''S LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO.

There were no related party transactions pursuant to the provisions of Section 188(1) of the Act.

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

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

R. BOARD EVALUATION

The Board evaluated the performance of the Board, Committees and Individual Directors based on the under mentioned parameters

EVALUATION OF THE BOARD

- Development of suitable strategies and business plans at appropriate time and its effectiveness;

- Implementation of robust policies and procedures;

- Size, structure and expertise of the Board;

- Overview of the Financial Reporting Process, including Internal Controls;

- Willingness to spend time and effort to learn about the Company and its business; and

- Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

EVALUATION OF THE COMMITTEES

- Discharge of its functions and duties as per its terms of reference;

- Process and procedures followed for discharging its functions;

- Effectiveness of suggestions and recommendations received;

- Size, structure and expertise of the Committee; and

- Conduct of its meetings and procedures followed in this regard.

EVALUATION OF THE INDIVIDUAL DIRECTORS

The performance evaluation of the Director mentioned below was done by the entire Board excluding the person being evaluated.

- Display of leadership qualities i.e. correctly anticipating business trends, opportunities, and priorities affecting the Company''s prosperity and operations;

- Establishment of an effective organization structure to ensure that there is management focus on key functions necessary for the organization to align with its mission; and

- Managing relationships with the Board, management team, regulators, bankers, industry representatives and other stakeholders.

- Participation at the Board / Committee meetings;

- Commitment (including guidance provided to senior management outside of Board/ Committee meetings);

- Effective deployment of knowledge and expertise;

- Integrity and maintaining of confidentiality;

- Independence of behavior and judgment;

S. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under 134 (3)(m) of the Companies Act, 2013 and the Rules prescribed there under are set out in Annexure to this report.

T. SUBSIDIARY COMPANIES

Your Company has no subsidiaries within the meaning of Section2(6)oftheCompaniesAct,2013.

U. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors here by confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that 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 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 Companies Act, 2013,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

e) Appropriate Internal Financial Controls have been laid down and followed and such internal financial controls are adequate and operating effectively.

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

- CAUTIONARY STATEMENT:

Statements made in this report, including those stated under the caption “Management Discussion and Analysis" describing the Company''s objectives, expectations or projections may constitute “forward looking statements" within the meaning of applicable securities laws and regulations.

Important factors that could influence Company''s operations include global and domestic supply and demand conditions affecting the selling price of finished goods, availability of inputs and their prices, changes in government regulations, tax laws, economic developments within the country and outside and other factors such as litigations and Industrial relations.

The Company assumes no responsibilities in respect of the forward looking statements which may undergo changes in the future on the basis of subsequent developments, information or events.

- ACKNOWLEDGEMENT:

The Board of Directors wish to thank all the shareholders statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the Company.

On Behalf of the Board of Directors

A. Subramanian V. Subramanian

Place: Chennai Managing Director Director

Date: August 9, 2017 (DIN : 06693209) (DIN 06693099)

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Mar 31, 2016

. FINANCIAL RESULTS:

(Rs, in Lakhs)

	Current Year Ended 31/03/2016	Previous Year Ended 31/03/2015
Revenue from Operations(Gross)	35,174.72	29,771.93
Profit before Interest, Depreciation	8,157.04	5,236.31
Less: Interest	1,580.33	2,779.87
Less: Depreciation	2,308.08	1,059.37
Profit/(Loss) Before Tax	4,268.63	1,397.07
Provision for Taxation including deferred Tax	2,391.60	(274.19)
Profit/(Loss)after Taxation	1,877.03	1,671.26
Appropriations
Debenture Redemption Reserve	500.00	500.00

2. DIVIDEND

Your company has made a profit of Rs,1877.03 lakhs during the current year, however keeping in view the ongoing projects and the expansion/growth plans of the company it has been decided to reinvest the profits back into the company for better returns to the Shareholders in the future.

3. TRANSFER TO RESERVES

The company has transferred an amount of Rs, 500 lakhs out of the profits of the company for the financial year ended March 31, 2016 to Debenture redemption Reserve.

4. PERFORMANCE OF THE COMPANY

	PRODUCTION in M.T	SALES in M.T
Cement	7,57,229	7,60,107

5. OPERATIONS

This is covered under the topic Management Discussion and Analysis.

6. MANAGEMENT DISCUSSION AND ANALYSIS

- Economy and Developments

As has been the case in the last few years the global economy continues to be extremely gloomy and volatile and the effects in the market are only palpable. The biggest task in which India has been continually excelling is the one of insulating its economy from the ramifications of global economic uncertainties. India continues to be among the most stable and growth oriented economies in the world. While the Global economy reels under a growth of less than 4%, the Indian economy stands strong at around 7% growth. Sustenance is the key and the fact that India can still do better by reducing the Corporate Debt and improving credibility only shows that a long term growth vision of 8-10% growth is not over optimistic.

Being just short of 400 Million Tonnes capacity, India is the second largest cement producer in the world. The demand for cement in the last year has once again failed to reach the expected levels due to the sluggish real estate sector and the industrial demand not picking up. The major demand for cement is largely from the housing sector, however the industry did not see the spurt in demand as anticipated.

The industry currently stands at crossroads wherein the production capacities have been increased in anticipation of the infrastructural development creating a huge demand supply inequality. However once the infrastructure projects take off we can expect this inequality to be considerably reduced

- Opportunities, Threats, Risks, Concerns and Outlook

Cement is indispensable for nation building and despite the current slowdown; the demand for cement is expected to rise considering the slew of infrastructural and other projects that the Government has visualized to execute.

The Government has in the current budget announced a 100 per cent deduction for profits to an undertaking in housing project for flats up to 30 sq. metres in four metro cities and 60 sq. metres in other cities, approved during June 2016 to March 2019 and completed in three years. This continued emphasis that the Government has been giving the housing sector will in the years to come give a definitive impetus to the Cement Sector.

Currently both the demand for cement as well as prices of coal and fuel is at its lowest. The production process of cement being fuel intensive, any increase in fuel and Coal prices coming along with an increase in demand for cement would impact the price realization substantially. This is a risk and concern constantly confronted by the Cement Industry.

Though India is the second largest producer of Cement in the World, its per capita consumption still ranks among the lowest in the world. So there is huge scope for improvement and outlook is always positive.

The Central Government has announced additional allocation for Smart City development and Pradhan Mantri Gram sadak yojana to the tune of over Rs, 25000 crores. The various State Government''s have also made substantial schemes and provisions for infrastructural development in their respective budgets. Any activity of infrastructural development is good news for the prospect of Cement Industry and its future outlook.

The Government''s impetus for affordable housing will also give a boost to the cement sector.

Although the current scenario seems bleak, but the Government''s continued efforts to improve the infrastructure condition will definitely lead to a boost in the cement sector.

- Segmentwise or Productwise Performance

The Company has only one business segment , that is manufacture and sale of cement. Given below are the varietywise production figures for the financial year 2015-16.

Grades of Cement	Quantity in M.T
OPC-43 grade and 53 grade	5,44,445
PPC	2,01,859
RHPC	10,925

- Internal Control System and their adequacy

The Company has got an adequate system of internal control in place commensurate with the size of its operation and is properly designed to protect and safeguard the assets of the company. There is a proper system for recording all transactions which ensures that every transaction is properly authorized and executed according to norms.

The Company has in place an internal control procedures and has established internal controls system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory provisions.

The company has also appointed M/s M. Bhaskara Rao & Co., Chartered Accountants as Internal Auditors to conduct the Systems and Compliance Audit of the Company.

- Financial Performance in comparison to Operational Performance

The Company has produced a quantity of 7,57,229 MT cement during the current financial year as compared to the previous year production of 6,55,896 MT of cement reflecting an increase of 15%.

The quantity of cement sold during the year under review stands at 7,60,107 MT compared to 6,50,198 MT during the previous financial year showing a increase of 17%.

The gross turnover for cement during the year under review increased and stood at Rs, 35,167.70 Lakhs an increase of 23 % from the last year.

The company has made a Net Profit of Rs, 1,877.03 lakhs during the financial year 2015-16 as compared to a Net Profit of Rs, 1,671.26 lakhs in the previous year, signifying a growth of 12.31% year on year.

- Material Development in Human Resources/Industrial Relations front, including number of people employed

The Industrial relation during the current year has been cordial and contributed to mutual development.

The number of personnel in direct employment of the company are -289

7. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public, or its employees during the year under review and there are no outstanding Fixed Deposits at the end of the financial year 2015-16.

8. ISSUE OF SHARES ON A RIGHTS BASIS

The Company came out with a Rights Issue of 68,96,099 Equity shares at the rate of Rs,108.75 per Equity Share (including a Premium Rs,98.75 per equity share ) for an amount not exceeding Rs, 75 crores, to be issued to the existing Shareholders of the company as on the Record Date, in the ratio of 3 shares for every 8 shares held by the existing Shareholders of the company, to part fund the installation of Captive Thermal Power Plant at the factory premises of the company in Chintapalem Village, Mellacheruvu Mandal, Nalgonda District, Telangana. The Rights Issue opened on May 25,2016 and closed on June 8,2016 The Issue was oversubscribed to the extent of 1.16 times. The allotment of Shares to the eligible applicants was completed by June 17, 2016. The funds from the rights issue are being used towards commissioning of the captive Thermal Power plant at the Factory at Chintalapalem Village, Nalgonda District, Telangana.

9. CAPTIVE POWER PLANT

The work towards setting up of the Power Project is proceeding as per the anticipated timelines . The electricity generated is intended to be used for captive consumption at our Company''s cement factory situated at Survey No. 226, Chintalapalem Village, Mellacheruvu, Nalgonda District, Telangana. The power generated by the Power Project would supplement the power that our Company currently purchases from the Telangana State Electricity Board.

As per the Implementation Schedule the commissioning of the Captive Thermal Power Plant should be completed by end of October and the company should be able to accrue benefits of the same in the long run.

10. PRODUCT LAUNCH

The company in a constant quest to meet the ever changing demand of customers launched rapid hardening Portland cement in the month of September 2015, by the name of "ANJANI PRATHISTTA".

This is the first of its kind product launched in the state of Telangana and the customer response to the same has been extremely positive. Anjani Prathistta is most ideal for dense concreting and has superior resistance to sulphide and chloride attacks. It is also highly durable and highly preferable for high speed setting.

11. REPORT ON CORPORATE GOVERNANCE:

A report on Corporate Governance is given in Annexure to this Report.

12. STATUTORY AUDITORS:

The Auditors, M/s Ramanatham & Rao, Chartered Accountants (Firm Registration No S-2934) retire at the ensuing Annual General Meeting and are eligible for reappointment. M/s Ramanatham & Rao have given their consent to act as Auditors and have confirmed that the appointment, if made, would be in compliance with Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

13. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 201 4, the cost audit records maintained by the Company in respect of its cement activity is required to be subject to Cost Audit. Your Directors have appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad to audit the cost records of the Company for the financial year 2016-17 on a remuneration of Rs,1,75,000/- (Rupees One Lakh Seventy Five Thousand Only) . As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in the Annual General meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad is placed in the ensuing Annual General Meeting.

The Cost Audit Report for the Financial year 2014-15 due to be filed with Ministry of Corporate Affairs within a period of 180 days from the close of the financial year, had been filed on September 24, 2015 The Cost Audit Report for the Financial year 2015-16 would be filed within the period mentioned in the Companies(Cost Record and Audit) Rules 2014.

14. REQUIREMENT UNDER THE COMPANIES ACT, 2013

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. K.V Vishnu Raju and Mr. P V R. L. Narasimha Raju resigned from the Board of Directors with effect from September 28, 2015. The Board of Directors placed on record their appreciation for the invaluable contribution and guidance provided by them

B. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

Your company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act 2013 and the rules framed there under. The details of the Policy are uploaded in the investor section on the Company''s website at http://www.anjanicement.com.

C. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed as an Annexure in the prescribed form MGT-9 and forms part of this Report.

D. NUMBER OF MEETINGS OF THE BOARD

5 meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to clause 3 of the Corporate Governance Report, which forms part of this Report.

E. INDEPENDENT DIRECTORS'' DECLARATION

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

F. POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION

Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in the Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed in the prescribed form MGT-9 and forms part of this Report. The Nomination and Remuneration Policy of the company is available in the investor section on the Company''s website at http://www. anjanicement.com.

G. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report. The Report of the Secretarial Auditor as conducted by Mrs. Shailashri Bhaskar, Practising Company Secretary is given as an Annexure which forms part of this report.

H. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, guarantees or made any investments under Section 186 of the Act during the financial year 2015-16.

I. RELATIONSHIP BETWEEN DIRECTORS

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77)of the Act.

J. TRANSACTIONS WITH RELATED PARTIES

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm''s length basis. Thus provisions of Section 188 (1) of the Act are not applicable in respect of these transactions.

K. 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.

L. 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 YEAR RELATE AND THE DATE OF THE REPORT

The Company issued 68,96,099 Equity shares to its shareholders on rights basis. Owing to the issue of Rights shares, the share capital of the Company has increased from Rs, 18,38,95,970 to Rs, 25,28,56,960.

M. RISK MANAGEMENT POLICY

The Company has a risk management policy. The management of the company is spearheaded by the Managing Director and risk assessment and mitigation, forms a concurrent part of the management procedures. Periodical reviews of various operational, marketing and legal parameters affecting the company is conducted and risk management and mitigating procedures are adopted on a continuous basis.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

N. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.anjanicement.com.

The company was not required to spend any amount in CSR activities during the financial year 2015- 16, as per the provisions of 135(5) of the Companies Act, 2013, on account of the average profits being negative.

O. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is as follows:-

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Directors	Ratio to Median Remuneration
Non-Executive Directors
Mr. P. Gopal	-
Mr. V. Subramanian	-
Dr.(Mrs.) S.B. Nirmalatha	-
Executive Directors
Mr. A. Subramanian	10.58 times
Mr. K.V Vishnu Raju 1	-
Mr. PV.R.L. Narasimha Raju **	-

**Mr. PV.R.L. Raju and Mr. K. V Vishnu Raju resigned from the Board of Directors on September 28,

2015

The median remuneration of the employees of the company for the financial year 2015-16 is Rs, 2.86 lakhs.

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;

Name of Person	Percentage Increase in Remuneration
Non-Executive Directors
Mr. B. Ramesh	-
Mr. P. Gopal	-
Mr. V Subramanian	-
Dr. (Mrs.) S. B. Nirmalatha	-
Mr. K.V Vishnu Raju	-
Mr. PV.R.L. Narasimha Raju	-
Executive Directors
Mr. A. Subramanian 2	-
CFO and CS
Mr. M.L. Kumavat	17.93
Mrs. Anu Nair	30.00

d) The number of permanent employees on the rolls of company;

289

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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.

On an average, employees received an increase of 11.64%. The increase in remuneration is in line with the market trends and the remuneration policy of the company.

However if a comparison has to be made for the managerial remuneration paid in the year 2014-15 as compared to the managerial remuneration paid in 2015-16 there has been an increase of 47.50%

f) The key parameters for any variable component of remuneration availed by the directors; Nil

g) Affirmation that the remuneration is as per the remuneration policy of the Company

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

P. FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARM''S LENGTH TRANSACTIONS UNDER THIRD PROVISO THERE TO.

All related party transactions entered into by the company are on arm''s length basis and it has not entered into any material contracts or arrangements or transactions with related parties.

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

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

R. BOARD EVALUATION

The Board based on the parameter provided by the Nomination & Remuneration Committee evaluated the performance of the Board, Committees and Individual Directors based on the under mentioned parameters

EVALUATION OF THE BOARD

- Development of suitable strategies and business plans at appropriate time and its effectiveness;

- Implementation of robust policies and procedures;

- Size, structure and expertise of the Board;

- Overview of the Financial Reporting Process, including Internal Controls;

- Willingness to spend time and effort to learn about the Company and its business; and

- Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

EVALUATION OF THE COMMITTEES

- Discharge of its functions and duties as per its terms of reference;

- Process and procedures followed for discharging its functions;

- Effectiveness of suggestions and recommendations received;

- Size, structure and expertise of the Committee ;and

- Conduct of its meetings and procedures followed in this regard.

EVALUATION OF THE INDIVIDUAL DIRECTORS

The performance evaluation of the Director mentioned below was done by the entire Board excluding the person being evaluated.

- Display of leadership qualities i.e. correctly anticipating business trends, opportunities, and priorities affecting the Company''s prosperity and operations;

- Establishment of an effective organization structure to ensure that there is management focus on key functions necessary for the organization to align with its mission; and

- Managing relationships with the Board, management team, regulators, bankers, industry representatives and other stakeholders.

- Participation at the Board / Committee meetings;

- Commitment (including guidance provided to senior management outside of Board/ Committee meetings);

- Effective deployment of knowledge and expertise;

- Integrity and maintaining of confidentiality;

- Independence of behavior and judgment;

S. STATEMENT PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FORMING PART OF THE DIRECTORS'' REPORT FOR THE YEAR ENDED MARCH 31, 2016.

There are no employees in the Company falling within the definition mentioned above

T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under 134 (3) (m) of the Companies Act, 2013 and the Rules prescribed there under are set out as an Annexure to this report.

U. SUBSIDIARY COMPANIES:

Your company has no subsidiaries within the meaning of Section 2(6) of the Companies Act, 2013. V. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that

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

b) Appropriate accounting policies have been selected and applied them 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 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 Companies Act, 2013,for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

e) Appropriate Internal Financial Controls have been laid down and followed and such internal financial controls are adequate and operating effectively.

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

15 CAUTIONARY STATEMENT:

Statements made in this report, including those stated under the caption "Management Discussion and Analysis" describing the company''s objectives, expectations or projections may constitute "forward looking statements" within the meaning of applicable securities laws and regulations.

Important factors that could influence Company''s operations include global and domestic supply and demand conditions affecting the selling price of finished goods, availability of inputs and their prices, changes in Government regulations, tax laws, economic developments within the country and outside and other factors such as litigations and Industrial relations.

The Company assumes no responsibilities in respect of the forward looking statements which may undergo changes in the future on the basis of subsequent developments, information or events.

16. ACKNOWLEDGEMENT:

The Board of Directors wish to thank all the shareholders statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the company.

On Behalf of the Board of Directors

Place: Chennai A. Subramanian V. Subramanian

Date: August 11, 2016 Managing Director Director

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Thirty First Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Current Year Previous Year Ended Ended

1/03/2015 31/03/2014

Revenue from Operations (Gross) 30,322.16 32,378.13

Profit before Interest, Depreciation 5,236.31 2,321.13

Less: Interest 2,779.87 3,538.06

Less: Depreciation 1,059.37 1,490.91

Profit/(Loss) Before Tax 1,397.07 (2,707.84)

Provision for Taxation including deferred Tax (274.19) (773.00)

Profit/(Loss) after Taxation 1,671.26 (1,934.84)

Appropriations

Debenture Redemption Reserve 500.00 -

2. DIVIDEND

Your company has made profits during the current year, however keeping in view the expansion/ growth plans of the company it was decided to reinvest the profits back into the company for better returns to the Shareholders in the future.

3. TRANSFER TO RESERVES

During the year the Company has issued Non-Convertible Debentures amounting to Rs. 6,000 lakhs. Pursuant to the provisions of Section 71(4) of the Companies Act, 2013 the company has created a Debenture redemption Reserve of Rs. 500 lakhs out of the profits of the company for the financial year ended 31st March, 2015.

4. PERFORMANCE OF THE COMPANY

PRODUCTION in M.T SALES in M.T

Cement 6,55,896 6,50,198

5. OPERATIONS

This is covered under the topic Management Discussion and Analysis.

7. NEW PROJECTS

INSTALLATION OF PROPOSED CAPTIVE POWER PLANT

The Company, keeping in view major constraints in the production process due to lack of continuous power supply, has decided to initiate the process of installing a Captive Thermal power plant at the Factory at Chintalapalem Village, Nalgonda. The capacity of the proposed Plant will be 16 MW. The Captive Thermal power plant will cater to the entire power requirement of the company at its full capacity and any surplus can be sold in the market. With a view to finance the project, the company proposes to Issue Equity Shares on Rights basis for a quantum not exceeding Rs. 75 crores.

8. ISSUE OF NON CONVERTIBLE DEBENTURES

The Company had on Private Placement basis, issued and allotted 600 Secured Non-Convertible Debentures of the Face Value of Rs. 10,00,000 each at par aggregating to Rs. 60 crores on the 14th November, 2014. The said Debentures have been issued in two tranches of 300 Debentures each. Each tranche of the Debentures is redeemable after 36 months and 42 months from the Date of Allotment.

In line with the provisions of the Companies Act, 2013, the Company had appointed IDBI Trusteeship Services Limited as Debenture Trustees for the said Debenture issue.

The above mentioned Debentures are listed on the Bombay Stock Exchange limited

9. SHIFTING OF REGISTERED OFFICE FROM THE STATE OF HYDERABAD, TELANGANA TO MUMBAI, MAHARASHTRA.

During the year Financial Year 2014-15, the Company had initiated the process of shifting of its Registered Office from the State of Telangana (Hyderabad) to the State of Maharashtra (Mumbai), in pursuance of which the company received the order from Regional Director,Southern Region, Ministry of Company Affairs dated 26th February 2015, following which the confirmation order from the Registrar of Companies, Mumbai, Maharashtra was received on 9th June, 2015.

Mumbai being a commercial hub of the country, for better client visibility and administrative convenience the above change in the Registered Office was considered to be in the best interest of the company and its stakeholders.

The Registered Office address of the company pursuant to this change is as follows, 306 A, The Capital, 3rd Floor, Plot No C-70, G-Block, Bandra Kurla Complex, Bandra East, Mumbai 400051

10. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public, or its employees during the year under review and there are no outstanding Fixed Deposits at the end of the financial year 2014-15.

11. REPORT ON CORPORATE GOVERNANCE:

As per the provisions of the listing agreement with the Bombay Stock Exchange where the Company's Equity shares are listed, a report on Corporate Governance is given in Annexure - 4 to this Report.

12. STATUTORY AUDITORS:

The Auditors, M/s Ramanatham & Rao, Chartered Accountants (Firm Registration No S-2934) retire at the ensuing Annual General Meeting and are eligible for reappointment. M/s Ramanatham & Rao have given their consent to act as Auditors and have confirmed that the appointment, if made, would be in compliance with Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

13. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its cement activity is required to be subject to Cost Audit. Your Directors have appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad to audit the cost records of the Company for the financial year 2015-16 on a remuneration of Rs. 1,75,000/- (Rupees One Lakh Seventy Five Thousand Only) lakhs. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in the Annual General meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad is placed in the ensuing Annual General Meeting.

The Cost Audit Report for the Financial year 2013-14 due to be filed with Ministry of Corporate Affairs within a period of 180 days from the close of the financial year, had been filed on 27th September 2014 The Cost Audit Report for the Financial year 2014-15 would be filed within the period mentioned in the Companies (Cost Record and Audit) Rules 2014.

14. REQUIREMENT UNDER THE COMPANIES ACT, 2013

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Geetha Muthiah resigned from the Board of the Company with effect from 20th December

2014. The Directors place on record their appreciation for the invaluable contribution and guidance provided by Mrs. Geetha Muthiah.

Mr. B. Ramesh, Non- Executive Director resigned from the Board of the Company with effect from 15th April 2015.

Mr. A. Subramanian was appointed as Additional Director and Managing Director of the Company with effect from 19th January 2015.

Mr. A. Subramanian retires at the ensuing Annual General Meeting and a Notice has been received under Section 160 of the Companies Act 2013 proposing his re-appointment at the 31st AGM.

Dr. (Mrs.) S.B Nirmalatha has been appointed as Additional Director with effect from 10th February, 2015.

Dr. (Mrs.) S.B Nirmalatha retires at the ensuing Annual General Meeting and a Notice has been received under Section 160 of the Companies Act 2013 proposing her re-appointment at the 31st AGM.

Mr. K.V. Vishnu Raju retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. PVR. L Narasimha Raju retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. M.L. Kumavat has been appointed as Chief Financial Officer with effect from 10th February 2015.

B. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

Your company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act 2013 and the rules framed thereunder. The details of the Policy are uploaded on the website of the company.

C. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed in Annexure -2 in the prescribed form MGT-9 and forms part of this Report.

D. NUMBER OF MEETINGS OF THE BOARD

8 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to clause 3 of the Corporate Governance Report, which forms part of this Report.

E. INDEPENDENT DIRECTORS' DECLARATION

Mr. V Subramanian and Mr. P Gopal who are Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

F. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in clause no. 4.2 B and 4.2 C of Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed in the prescribed form MGT-9 and forms part of this Report. The Nomination and Remuneration Policy of the company is available on the company's website.

G. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report. The Report of the Secretarial Auditor as conducted by M/s IBH & Co, is given in Annexure-3 which forms part of this report.

H. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014-15.

I. RELATIONSHIP BETWEEN DIRECTORS

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and clause 49(VIM)(E)(2) of the revised listing agreements.

J. TRANSACTIONS WITH RELATED PARTIES

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm's length basis. Thus provisions of Section 188 of the Act are not applicable in respect of these transactions.

K. 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.

L. 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 YEAR RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year and the date of this report

M. RISK MANAGEMENT POLICY

The management of the company is spearheaded by a Whole Time Managing Director and risk assessment and mitigation, forms a concurrent part of the management procedures. Periodical reviews of various operational, marketing and legal parameters affecting the company is conducted and risk management and mitigating procedures are adopted on a continuous basis.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The overall risk tolerance is reviewed on a regular basis.

N. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, The Corporate Social Responsibility Policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.anjanicement.com.

The company is not required to spend any amount in CSR activities during the financial year 2014- 15, as per the provisions of 135(5) of the Companies Act, 2013, on account of the average profits being negative. However the company has made contributions to the upliftment of the villages around its factory as part of its commitment towards the society.

O. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Directors Ratio to Median Remuneration

Non-Executive Directors

Mr. B. Ramesh (W.e.f 16th May 2015) -

Mr. P Gopal (W.e.f 16th May 2015) -

Mr. V Subramanian (W.e.f 16th May 2015) -

Dr.(Mrs.) S.B. Nirmalatha (W.e.f 10th February 2015) -

Directors Ratio to Median Remuneration

Executive Directors

Mr. A. Subramanian (W.e.f 19th January 2015) -

Mrs. Geetha Muthiah (up to 20th December 2014) -

Mr. K.V Vishnu Raju (upto 4th June 2014) -

Mr. PV.R.L. Narasimha Raju (upto 4th June 2014) -

*Mr. PVR.L. Raju and Mr. K. V Vishnu Raju continued as Non-Executive Directors post 4th June 2014. The Change of Control took effect on the 16th May 2014 and as on that date Mr. P R. Raju, Mr. P V Subba Rao, Mr. P S. Ranganath and Mr. R. A. Rama Raju resigned from the Directorship of the company.

The median remuneration of the employees of the company for the financial year 2014-15 is Rs. 2.63 lakhs. However due to the takeover and change in control, the remuneration given to directors is for part of the year and hence not comparable.

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer Company Secretary or Manager, if any, in the financial year;

Name of Person Percentage Increase in Remuneration

Non-Executive Directors

Mr. B. Ramesh -

Mr. P. Gopal -

Mr. V Subramanian -

Dr. (Mrs.) S. B. Nirmalatha -

Executive Directors

Mr. A. Subramanian (W.e.f 19th January 2015) -

Mrs. Geetha Muthiah (up to 20th December 2014) -

Mr. K.V Vishnu Raju (up to 4th June 2014) -

Mr. P.V.R.L. Narasimha Raju (up to 4th June 2014)* -

CFO and CS

Mr. M.L. Kumavat (W.e.f 10th February 2015) -

Mrs. Anu Nair (W.e.f 4th June 2014) -

Mr. Suneel M.B. (upto 4th june 2014) -

*Mr. P.V.R.L. Narasimha Raju and Mr. K.V Vishnu Raju continued as Non-Executive Director's post 4th June 2014.

The Change of Control of the Management of the Company took effect on the 16th May 2014 and as on that date Mr. PR Raju, Mr. P.V Subba Rao, Mr. PS. Ranganath and Mr. R.A. Rama Raju resigned from the Directorship of the company.

*Cannot be calculated as there is no comparable information, corresponding to the previous year.

3. The percentage increase in the median remuneration of employees in the financial year

8.91%

4. The number of permanent employees on the rolls of company;

301

5. The explanation on the relationship between average increase in remuneration and company performance;

On an average, employees received an increase of 9.58%. The increase in remuneration is in line with the market trends.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Rs. in Lakhs

Remuneration of Key Managerial Personnel (KMP) during financial year 56.48 2014-15 (aggregated)

Revenue from operations 25,966.68

Remuneration (as % of revenue) 0.22

Profit before tax (PBT) 1,397.07

Remuneration (as % of PBT) 4.04

7. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars March 31 2015 March 31 2014 % Change

Market Capitalisation (Rs. in Lakhs) 21,184.82 10,711.94 97.77

Price Earnings Ratio 12.68 (5.54) 328.89

8. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31 2015 Last public Offer % Change (Rights Issue in the year 1995)

Market Price BSE 115.20 10 1052

9. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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.

On an average, employees received an increase of 9.58%. The increase in remuneration is in line with the market trends, however due to the change in control, and change in management of the company, the percentile increase in managerial remuneration is not ascertainable.

However if a comparison has to be made for the managerial remuneration paid in the year 2013-14 as compared to the managerial remuneration paid in 2014-15 there has been a decrease of 1.23%

10. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.

(Rs. in Lakhs)

CFO CS Mr. P.V.R.L. Mr. Narasimha K.V. Vishnu Raju Raju

Remuneration 5.39 4.86 4.04 4.36

Revenue from 25,966.68 Operations

Remuneration as 0.02 0.02 0.02 0.02 a percentage of Revenue



Mrs Mr. Geetha A. Muthiah Subramanian

Remuneration 37.83 -

Revenue from Operations

Remuneration as 0.12 - a percentage of Revenue

*Mr. P.V.R.L. Narasimha Raju and Mr. K.V. Vishnu Raju were Executive Director and Managing Director upto 4th June 2014 respectively. *

*Mrs. Geetha Muthiah was appointed as Managing Director from 4th of June 2014 till 20th December 2014.

*Mr. A. Subramanian was appointed as Managing Director with effect from 19th January 2015

*Mr. Suneel MB was the Company Secretary upto 4th June 2014 and thereafter Ms. Anu Nair was appointed as the Company Secretary.

*Mr. M. L. Kumavat was appointed as the Chief Financial Officer with effect from 10th February 2015.

11. The key parameters for any variable component of remuneration availed by the directors;

Members at the AGM of the Company held on 10th September, 2014 approved payment of remuneration by way of commission to the Managing Director within the ceiling of 5% of the net profits of the Company as computed under the applicable provisions of the Companies Act 2013

12. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Not applicable.

1 3. Affirmation that the remuneration is as per the remuneration policy of the Company

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

P. FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARM'S LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO.

All related party transactions entered into by the company are on arm's length basis and it has not entered into any material contracts or arrangements or transactions with related parties.

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

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

R. BOARD EVALUATION

The Board evaluated the performance of the Board, Committees and Individual Directors based on the under mentioned parameters

EVALUATION OF THE BOARD

* Development of suitable strategies and business plans at appropriate time and its effectiveness;

* Implementation of robust policies and procedures;

* Size, structure and expertise of the Board;

* Overview of the Financial Reporting Process, including Internal Controls;

* Willingness to spend time and effort to learn about the Company and its business; and

* Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

EVALUATION OF THE COMMITTEES

* Discharge of its functions and duties as per its terms of reference;

* Process and procedures followed for discharging its functions;

* Effectiveness of suggestions and recommendations received;

* Size, structure and expertise of the Committee; and

* Conduct of its meetings and procedures followed in this regard.

EVALUATION OF THE INDIVIDUAL DIRECTORS

The performance evaluation of the Director mentioned below was done by the entire Board excluding the person being evaluated.

* Display of leadership qualities i.e. correctly anticipating business trends, opportunities, and priorities affecting the Company's prosperity and operations;

* Establishment of an effective organization structure to ensure that there is management focus on key functions necessary for the organization to align with its mission; and *

* Managing relationships with the Board, management team, regulators, bankers, industry representatives and other stakeholders.

* Participation at the Board / Committee meetings;

* Commitment (including guidance provided to senior management outside of Board/ Committee meetings);

* Effective deployment of knowledge and expertise;

* Integrity and maintaining of confidentiality;

* Independence of behaviour and judgment;

S. STATEMENT PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED MARCH 31,2015.

There are no employees in the Company falling within the definition mentioned above

T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under 134 (3)(m) of the Companies Act, 2013 and the Rules prescribed thereunder are set out in Annexure -1 to this report.

U. SUBSIDIARY COMPANIES:

Your company has no subsidiaries within the meaning of Section 2(6) of the Companies Act, 2013.

V. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that

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

b) Appropriate accounting policies have been selected and applied them 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 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 Companies Act, 2013,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

e) Appropriate Internal Financial Controls have been laid down and followed and such internal financial controls are adequate and operating effectively.

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

15 CAUTIONARY STATEMENT:

Statements made in this report, including those stated under the caption "Management Discussion and Analysis" describing the company's objectives, expectations or projections may constitute "forward looking statements" within the meaning of applicable securities laws and regulations.

Important factors that could influence Company's operations include global and domestic supply and demand conditions affecting the selling price of finished goods, availability of inputs and their prices, changes in government regulations, tax laws, economic developments within the country and outside and other factors such as litigations and Industrial relations.

The Company assumes no responsibilities in respect of the forward looking statements which may undergo changes in the future on the basis of subsequent developments, information or events.

16. ACKNOWLEDGEMENT:

The Board of Directors wish to thank all the shareholders statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the company.



On Behalf of the Board of Directors

Place: Chennai A. Subramanian V. Subramanian Date: 5th August 2015 Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Thirtieth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS: (Rs. In Lakhs) Current Year Previous Ended Year Ended 31/03/2014 31/03/2013

Revenue from Operations (Gross) 32378.13 33195.49

Profit before Interest, Depreciation 2370.76 5368.10

Less: Interest 3587.07 3471.10

Less: Depreciation 1490.91 1433.79

Profit/(Loss) Before Tax (2707.84) 463.21

Provision for Taxation including deferred Tax (773.01) 154.10

Profit/(Loss) after Taxation (1934.84) 309.11

Appropriations

General Reserve -- --

Dividend -- --

Dividend Tax -- --

DIVIDEND

The Company has incurred a loss during the current year and hence does not any recommend any dividend for the financial year ended 31st March, 2014. However the Company is hopeful of better results in the coming year.

PRODUCTION AND SALES FOR THE YEAR (in MT)

Cement Produced - 801105

Clinker Produced - 718402

Cement and Clinker Sales - 857318 OPERATIONS

This is covered under the topic Management Discussion and Analysis.

MANAGEMENT DISCUSSION AND ANALYSIS

FIXED DEPOSITS:

As at 31st March, 2014, fixed deposits accepted by the Company from public aggregated Rs. 560.98 Lakhs which are within the limits prescribed under the Companies Act, 1956.

CORPORATE UPDATES -OPEN OFFER:

The erstwhile Promoters of the company had entered into a Share Purchase Agreement with Chettinad Cement Corporation Limited on 12th March, 2014. Chettinad Cement Corporation Limited agreed to acquire upto a maximum of 75% of the total Equity Share Capital and voting power from the erstwhile Promoters of the company and Public Shareholders through an Open Offer as per SEBI (Substantial Accquisition of Shares and Takeover) Regulations, 2011 ("SAST Regulation"), at a price of Rs. 61.75/- per Equity Share of Rs. 10/- each.

Chettinad Cement Corporation Limited thereafter made applications to SEBI for an Open Offer to acquire upto 26% of the Total Equity Share Capital of our company from our Public Shareholders. Chettinad Cement Corporation Limited then acquired 9010901 Equity Shares comprising of 49% of the Equity Share Capital of the company, from the erstwhile Promoters in May 2014 and nominated majority Directors in the Board of the Company, thereby acquiring control over the affairs of the Company.

The Open Offer to the Public Shareholders of our Company as per SAST Regulations opened on the 26th June, 2014 and ended on the 9th July, 2014. In the Open Offer, Chettinad Cement Corporation Limited acquired 3141752 validly tendered Equity Shares of our Company, comprising 17% of its Total Share Capital, from our Public Shareholders. Chettinad Cement Corporation Limited currently hold 66% of the Total Equity Share Capital of our Company.

With the acquisition of the Equity Shares of our Company in the Open Offer, our company has become a subsidiary of Chettinad Cement Corporation Limited.

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

The particulars as prescribed under 217 (1)(e) of the Companies Act, 1956 are set out in an annexure to this report.

SUBSIDIARY COMPANY:

The Company had divested 100% of its investment in

* Hitech Print Systems Ltd - Subsidiary Company

* Vennar Ceramics Ltd. -Associate Company during the financial year under review.

The decision was made after taking into consideration the need to focus on only the core activities of the company.

STATUTORY INFORMATION REGARDING EMPLOYEES

There are no employees in the organization coming under the provisions of section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. Appropriate accounting policies have been selected and applied them 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 of the Company for the period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As per the provisions of the listing agreement with the Bombay Stock Exchange where the Company''s Equity shares are listed, a report on Corporate Governance is annexed hereto.

DIRECTORS:

Mr. R. A Rama Raju, Mr. P S Ranganath, Mr P V Subba Rao and Mr P R Raju resigned from the Board of your company with effect from 16th May, 2014. The Board places on record its appreciation for the services rendered by all of the above mentioned directors.

Mrs. Geetha Muthiah, Mr. B. Ramesh, Mr. V Subramanian and Mr. P Gopal have been appointed as Additional Directors on the Board of your company with effect from 16th May, 2013 and hold office till the ensuing Annual General Meeting.

Mr. K.V Vishnu Raju has resigned from the post of Chairman cum Managing Director and Mr. P V. R. L Narasimha Raju has resigned from the post of Executive Director with effect from 4th June 2014. They continue to act as Non- executive Directors in the company

Mrs. Geetha Muthiah was appointed as Managing Director with effect from 4th June 2014.

Mr. K. V Vishnu Raju and Mr. P V .R. L Narasimha Raju retire from office by rotation and being eligible offer themselves for re-appointment.

AUDITORS:

M/s M. Anandam & Co., Chartered Accountants retire at the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed for a further term. A Notice has been received from a Shareholder under Section 140 read with Section 115 of the Companies Act, 2013 proposing a resolution for appointment of M/s Ramanatham & Rao, Chartered Accountants (Firm Registration No 002934-S) as Auditors of the company. The subject resolution is appearing as Item No 4 in the Notice convening the Annual General Meeting which forms part of this Annual Report. M/s Ramanatham & Rao have also given their consent to act as Auditors, if appointed, and confirmed that the Appointment, if made, would be in compliance with Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

The Cost Audit of the Company is conducted by M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad.

The Cost Audit Report/Compliance report for the financial year 2012-13 was due to be filed by 27th September 2013. As the MCA stipulated that same had to be filed under the Extensible Business Reporting Language [XBRL] mode, the Cost Audit Report and the Compliance Report, in Form I and Form A, respectively, for the Financial Year 2012-13 have been filed with the Central Government in the prescribed mode on 10th September,2013 The Cost Audit Report and the Compliance Report for the financial year 2013-14 is due to be filed within 180 days from the closure of the financial year in XBRL mode and will be filed within the stipulated time.

CAUTIONARY STATEMENT:

Statements made in this report, including those stated under the caption "Management Discussion and Analysis" describing the company''s objectives, expectations or projections may constitute "forward looking statements" within the meaning of applicable securities laws and regulations.

Important factors that could influence Company''s operations include global and domestic supply and demand conditions affecting the selling price of finished goods, availability of inputs and their prices, changes in government regulations, tax laws, economic developments within the country and outside and other factors such as litigations and Industrial relations.

The Company assumes no responsibilities in respect of the forward looking statements which may undergo changes in the future on the basis of subsequent developments, information or events.

ACKNOWLEDGEMENT:

The Board of Directors wish to thank all the shareholders statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the company.

For and on Behalf of the Board B. Ramesh Chairman Place : Chennai Date : 12th August 2014

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts and Cash Flow statement for the financial year ended 31st March 201 3.

Financial Results

The Financial results for the year ended 31st March, 201 3 are summarised below:

Rs.in Lakhs

2012-13 2011-12

Revenue from operations (Gross) 33195.49 33629.91

Profit before Interest, Depreciation 5368.10 6581.31

Less : Interest 3471.10 3376.83

Less : Depreciation 1433.79 1383.27

Profit before Tax 463.21 1821.21

Provision for Taxation 154.10 240.76 including deferred Tax

Profit after Taxation 309.11 1580.45

Appropriations

General Reserve 240.00

Dividend 220.68

Dividend Tax 35.80

Review of Operations

The company has produced a quantity of 8,37,993 MT of cement during the current financial year compared to the previous year production of 7,89,1 74 MT of cement registering an increase of 6%. The quantity sold during the year under review stands at 8,40,872 MT compared to the quantity of 7,94,528 MT during the previous financial year showing an increase of 6%.

The gross sales in terms of value during the year under review were at Rs. 3281 1.12 Lakhs as against Rs. 33062.32 Lakhs during the previous financial year. Similarly the Profit Before Tax for the current financial year amounts to Rs. 463.21 Lakhs against Rs.1 821.21

Lakhs during the previous financial year The profit after tax for the year under review stands at Rs. 309.1 1 Lakhs compared to Rs.1 580.45 Lakhs during the previous financial year.

It can be observed while there is an improvement in the performance in the physical terms, there is a decline in financial terms during the year under review compared to the previous year because of decrease in sale price.

The higher production and sale in terms of quantity has not helped the company to post a better performance compared to the previous year. During the year 2012-13 the sale price has gone down substantially due to excess capacities over demand in consumption. The average increase in unit charges of power stands at about 38% (current year cost per unit is Rs.5.53 while Rs.4.00 during the previous year). Further there was a set back to cement industry in Andhra Pradesh due to non supply of sand on account of High Court intervention for a period of six months. This has resulted to force the company to sell its product in other states and there by the margins have come down due to higher cost of freight.

But for the increase in these costs, the company would have been in a much better position during the year 201 2-1 3. Inspite of the increase in these fuel costs and volatile market conditions, the company could perform on par with other cement companies due to higher production and sales quantities.

The cement industry, with its fluctuating fortunes, is known for abnormal variations in the prices owing to several reasons including the changes in demand for the product, supply side changes, increase in installed capacities, changes in the Government spending pattern, emphasis on infrastructure projects, political Situation etc. Althought the year under review was quite discouraging it is hoped that the situation would improve better for the coming year.

The statistics available show that there is negative growth in AP for cement demand by about 3% during the year 201 2-1 3 compared to the positive growth of 2 % in the year 201 1-12 and 1 2% during 201 0-11. The company could over come the impact of this negative growth by expanding its marketing network in neighbouring states by increasing the sale in those states.

Dividend

The Directors have not recommended any dividend since the resources are required for the continuance of the business.

Fixed Deposits

The aggregate amount of deposits accepted by the Company stood at Rs.451.49 Lakhs. Deposits matured and unclaimed as on 31st March, 201 3 were NIL.

Directors

In accordance with the provisions of the Companies Act, 1 956 and in terms of Articles of Association of the Company Mr. P V Subba Rao and Mr. R A Rama Raju retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors'' Responsibility Statement

As required under Section 21 7(2AA) of the Companies Act, 1 956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. Appropriate accounting policies have been selected and applied them consistently and made judgements 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 of the Company for the period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts have been prepared on a going concern basis.

Subsidiary Companies

Ministry of Corporate Affairs (MCA) has issued a General Circular No.2/2011, Dt. 8th February, 2011, deciding to grant a genera! exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company.

Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written request by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

A statement of Anjani Portland Cement Limited (Holding Company) interest in Hitech Print Systems Limited is enclosed as required under Section 212 of the Companies Act, 1 956.

The information of Subsidiary companies as required to be disclosed as pei the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1 956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to the requirements of Accounting Standard - 21 and Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors'' Report does not contain any qualifications.

Corporate Governance

The Company places significant reliance on ethical and prudent governance. Transparency in operations by means of professional management with empowered managers is firmly believed as the heart of a healthy system of corporate governance. The various internal controls laid down for day-to-day operations provide the necessary checks and balances and these in turn go to make governance effective. The mechanism also results in prudent and diligent decision making at all levels ensuring the overall benefit of all shareholders. It also gives considerable comfort to banks, deposit holders, vendors, customers and others who interact with the company in their assessment of the company''s performance.

A detailed report on matters relating to Corporate Governance as statutorily required under Clause 49 of the Listing Agreement with Stock Exchanges is annexed as part of this Annual Report together with the report of the Auditors on its compliance.

Corporate Social Responsibility (CSR)

The Company strongly believes that Corporate Social Responsibility is its commitment to improve the quality of life of the workforce and their families and also the community and society at large. The Company further believes in undertaking business in such a way that leads to overall development of all stake holders and society.

On regular basis we arrange and conduct meetings with the workforce and community groups to identify and assess social requirements, which are necessary for their welfare and common public cause. The main thrust areas are Health, Education, Housing, Employment generation and Environmental Protection.

Health

Extending a healing touch or sanjeevani and reaching out to the needy through health and dental camps, awareness program on cleanliness and sanitation, Anjani team has attained and eminent status in all the lives they touched upon. In this direction substantial effort was made for improving sanitation facilities in surrounding villages besides providing purified drinking water.

Education

Realizing the need for education in the backward areas, Anjani Cement has a set up an English Medium school within two years of its operation in the middle of four villages, thus paving the way for Rural Transformation through education. The school has grown to become one of the best school in Nalgonda District and more than 500 students near by villages are studying from LKG to 10th Standard.

Further Dr. B V Raju Foundation which is an associate is offering free seats and seats with concessional fees to economically backward students for studying professional courses like B Pharmacy, B. Tech, Ploytechnic, MCA etc., in the group managed professional colleges.

Housing

The Company has contributed for construction of good number of Pucca Houses in nearby villages. Also the Company has donated Rs.1 Crore worth of Cement for Indiramma Housing Scheme Initiated by Government of Andhra Pradesh for construction of Pucca Houses to Rural Poor.

Further the company has contributed for construction of quiet number of Houses exclusively for Schedule Castes in the name of Dr. B V Raju SC Model Colony at near by villages.

Anjani tree shelters more than 500 happy families and honors their health, education and development as its priority. They provide a helping hand to economically modest communities through supply of drinking water, subsidized food grains and cement for their humble dwellings.

Employment

Besides providing employment for local area skilled and unskilled people, one of the major and unique initiative by the company has been the inauguration of Cement Technology Institute in the name of "Padma Bhushan Dr. B V Raju Institute of Cement Technology" (BVRICT) to give one year full fledged training for local unemployed youth to get potential employment in cement industries.

As a business policy and commitment our major stake holders in our business activity have been the communities around us and employees. And we do every thing possible on regular basis to undertake various initiatives to improve the quality of life of the surrounding villages.

Environmental Protection

The Company makes continues efforts for maintaining a better and clean working environment both within plant but also across the neighbouring villages. Thus the company maintains a very large Green Belt Area and does everything possible to achieve Zero level Pollution Around the Plant Area. In recognition of our continuous efforts in this regard, Anjani Cement was awarded Appreciation Certificates by Andhra Pradesh Pollution Controller Board in the year 2004 & 2008 on the occasion of the World Environmental Day.

Auditors

M/s.MAnandam&Co.,CharteredAccountants,Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

The Board recommends the reappointment of M/s. M Anandam & Co., Secunderabad, as Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

Cost Auditors

Pursuant to the directives from the Central Government and the provisions of Section 233 B of the Companies Act, 1956, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company for the year 2012-13.

Particulars of Employees

There are no employees in the organisation coming under the provisions of section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules, 1 975 as amended.

Energy, Technology and Foreign Exchange

The particulars of conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 21 7(1 )(e) of the Companies Act, 1 956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Safety and Pollution Control

The manufacturing units are fully compliant with pollution control measures as directed by the statutory authorities from time to time and have obtained necessary approvals from them.

Industrial Relations

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.

For and on behalf of the Board

K V Vishnu Raju

Chairman & Managing Director

Place : Hyderabad

Date : 28.05.2013

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts and Cash Flow statement for the financial year ended 31st March 2012.

Financial Results

The Financial results for the year ended 31st March, 201 2 are summarised below:

2011 - 2012 2010 - 2011 Rs.in Lakhs Rs.in Lakhs

Revenue from operations (Gross) 37729.51 22460.28

Profit before Interest, Deprecation 6945.73 3994.41

Less : interest 3376.83 2590.14

Less : Depreciation 1383.27 1274.78

Profit before Tax 2185.63 129.49

Provision for Taxation including deferred Tax 605.18 71.88

Profit after Taxation 1580.45 57.61

Appropriations

General Reserve 240.00 --

Dividend 220.68 147.12

Dividend Tax 35.80 23.87

Review of Operations

The company has produced a quantity of 7,89,174 MT. of cement during the current financial year compared to the previous year production of 6,51,278 MT. of cement registering an increase of 21 %. The quantity sold during the year under review stands at 7,94,528 MT. compared to the quantity of 6,38,449 MT. during the previous financial year showing an increase of 24%.

The gross sales in terms of value during the year under review were at Rs.37645.47 Lakhs as against Rs.22379.87 Lakhs during the previous financial year translating into an increase of 68 %. Similarly the Profit Before Tax for the current financial year is Rs.21 85.42 Lakhs against Rs.1 29.49 Lakhs for the previous financial year. The profit after tax for the year under review stands at Rs.1 580.45 Lakhs compared to Rs.57.61 Lakhs during the previous financial year.

It can be observed that there is a significant improvement in the performance both in the physical terms and financial terms during the year under review compared to the previous year.

The higher production and sale as well as and the improved sale price have helped the company to post a better performance compared to the previous year. During the year 201 1-12 there was an increase in the cost of electricity and coal, which are major components of cost for a cement industry. The average increase in unit charges of power stands at about 1 1 % (current year average Rs.4.00 per unit and Rs.3.59 during the previous year) and the cost of coal per tone has gone up on an average by 28% (from average of Rs.3923.00 during 201 0-11 to Rs.5049.00 during the year 2011-12). But for the increase in these costs, the company's profitability would have been much better during the year 201 1-12. Inspite of the increase in these fuel costs, the company could get a better financial results with the help of higher production and sale quantities and better realizations in sale price.

The cement industry, with its fluctuating fortunes, is known for abnormal variations in the prices owing to several reasons including the changes in demand for the product, supply side changes, increase in installed capacities, changes in the Government spending pattern, emphasis on infrastructure projects, political Situation etc. The year under review has seen a better price realization and it is hoped that the situation would continue.

The statistics available show that there is negative growth in AP for cement demand by about 2% during the year 2011-12 compared to the negative growth of 12 % in the year 2010-11 and positive growth of 3% during 2009-10. The company could over come the impact of this negative growth by expanding its marketing network to neighboring states by increasing the quantum of sale in these states.

Expansion Project

The company has embarked upon an expansion project, through its fully owned subsidiary M/s.Vennar Ceramics Limited to set up a 6500 Sq. metres per day of ceramic wall tiles project at its existing power plant site at Perikigudem. The estimated project cost for the same stands at Rs.55 crores. As the company has started to scout for a strategic partner with experience in marketing of ceramic products particularly wall tiles, it has been identified that M/s.Kajaria Ceramics Limited is interested in taking up marketing arrangement as well as to invest in the company as strategic partner. In view of the fact that they have an established brand with all India presence and in order that synergies' in operation and marketing can be achieved, it has been thought of that the company should go in to a strategic association with M/s.Kajaria Ceramics Limited. They have been invited to take up a stake of 51%. Accordingly the total project cost of 55 crores is being financed both by Anjani Portland Cement Limited and M/s.Kajaria Ceramics Limited with term loan assistance of Bank of Baroda. The tiles project is expected to become operational during the middle of June, 2012. The management is confident that with the assistance of M/s.Kajaria Ceramics Limited the ceramics wall tiles project would be an added advantage to the Anjani Portland Cement Limited.

Dividend

The Board of Directors of the company has recommended a dividend of Rs.1.20 per equity share of 0/- each for the year ended 31st March, 201 2.

Fixed Deposits

The aggregate amount of deposits accepted by the Company stood at Rs.337.97 Lakhs and matured and unclaimed deposits as on 31st March, 2012 were NIL.

Directors

In accordance with the provisions of the Companies Act, 1 956 and in terms of Articles of Association of the Company Mr. P S Ranganath and Mr. P Ramachandra Raju retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors' Responsibility Statement

As required under Section 21 7(2AA) of the Companies Act, 1 956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. We have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the annual accounts on a going concern basis.

Subsidiary Companies

Ministry of Corporate Affairs (MCA) has issued a General Circular No.2/2011, D t.08.02.201 1, deciding to grant a general exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company.

Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written request by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

A statement of Anjani Portland Cement Limited (Holding Company) interest in Hitech Print Systems Limited and Vennar Ceramics Limited (Subsidiary Companies) is enclosed as required under Section 21 2 of the Companies Act, 1 956.

The information of Subsidiary companies as required to be disclosed as Per the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1 956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to the requirements of Accounting Standard - 21 and Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors' Report does not contain any qualifications.

Corporate Governance

The Company places significant reliance on ethical and prudent governance. Transparency in operations by means of professional management with empowered managers is firmly believed as the heart of a healthy system of corporate governance. The various internal controls laid down for day-to-day operations provide the necessary checks and balances and these in turn go to make governance effective. The mechanism also results in prudent and diligent decision making at all levels ensuring the overall benefit of all shareholders. It also gives considerable comfort to lending banks, deposit holders, vendors, customers and others who interact with the company in their assessment of the company's performance.

A detailed report on matters relating to Corporate Governance as statutorily required under Clause 49 of the Listing Agreement with Stock Exchanges is annexed as part of this Annual Report together with the report of the Auditors on its compliance.

Auditors

M/s. M Anandam & Co., Chartered Accountants, Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

The Board recommends the reappointment of M/s. M Anandam & Co., Secunderabad, as Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

Cost Auditors

Pursuant to the directives from the Central Government and the provisions of Section 233 B of the Companies Act, 1956, M/s. Narasimha Murthy&Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company for the financial year 2011-12.

Particulars of Employees

The details of employees under the provisions of Section 21 7 (2A) of the Companies Act, 1 956 read with the companies (Particulars of employees Rules, 1 975 as amended) are furnished as annexure to the report.

Energy, Technology and Foreign Exchange

The particulars of conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 21 7(1)(e) of the Companies Act, 1 956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Safety and Pollution Control

The manufacturing units are fully compliant with pollution control measures as directed by the statutory authorities from time to time and have obtained necessary approvals from these bodies.

Industrial Relations

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.

For and on behalf of the Board of Directors

P V R L Narasimha Raju

Executive Director

---

Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited accounts and Cash Flow statement for the financial year ended 31st March, 2011.

Financial Results

The Financial results for the year ended 31st March, 2011 are summarised below:

2010-2011 2009-2010

Rs. in Lakhs Rs. in Lakhs

Sales/Income 22893.70 15580.64

Profit before Interest, 3994.41 3012.52 Depreciation

Less : Interest 2590.14 533.75

Less : Depreciation 1274.78 399.46

Profit before Tax 129.49 2079.31

Provision for Taxation 71.88 910.38 including deferred tax

Profit after Taxation 57.61 1168.93

Appropriations

General Reserve - 30.00

Dividend 147.12 183.89

Dividend Tax 23.87 30.54

Review of Operations

The company has produced 6,51,278 MT. of cement during the current financial year compared to the previous year production of 4,97,723 MT. of cement registering an increase of 31 %. The cement sold during the year under review stands at 6,38,449 MT. compared to 4,94,362 MT. during the previous financial year showing an increase of 29%.

The gross sales in terms of value during the year under review were at Rs. 22379.87 Lakhs as against Rs. 15147.05 Lakhs during the previous financial year translating into an increase of 48 %. Similarly the Profit Before Tax for the current financial year amounts to Rs. 129.49 Lakhs against Rs. 2079.31 Lakhs during the previous financial year. The profit after tax for the year under review stands at 757.61 Lakhs compared to Rs. 1168.93 Lakhs during the previous financial year.

As can be observed, there is a significant improvement both in the physical terms and financial terms during the year under review compared to the previous year. The main reasons for the steep fall in profit before tax during the year 2010-11 are as follows:

a. The interest cost during the year has gone up to Rs. 2590.14 Lakhs compared to previous year amount of Rs. 533.75 Lakhs (an increase by Rs. 2056.39 Lakhs). This increase is basically on account of the interest on the project cost which is fully to be charged to Profit & Loss A/c during this year which was not there during the previous financial year.

b. The higher depreciation during the year of Rs. 1274.78 Lakhs compared to that of Rs. 399.46 lakhs during the previous financial year ( an increase of Rs. 875.32 Lakhs) which is also due to the same reason as that of interest.

The company could achieve higher production and a higher sales value/turnover inspite of the fact that there is a steep decline in the prices of cement during the financial year compared to the previous financial years. As you may be aware, the drop in price realization is more significant in the state of Andhra Pradesh compared to the other markets in the country.

The cement industry, with its fluctuating fortunes, is known for abnormal variations in the prices owing to several reasons including the changes in demand for the product, supply side changes, increase in installed capacities, changes in the Government spending pattern, emphasis on infrastructure projects, political Situation etc. As the members are aware, during the year under review, there were several disturbances in the state of Andhra Pradesh which have had an adverse impact on the price realization as well as on cement off take.

The statistics available show that there is negative growth in AP for cement demand by about 12% during the year 2010-11 compared to the positive growth of 2.8 % in the year 2009-10 and positive growth of 19% during 2008-09. This negative growth has shown an adverse impact on the bottom line of the company, though there is a significant improvement in the sales turnover.

Expansion Project

A mention has been made about expansion project taken up by the company in previous annual report. The company could achieve higher production during the year 2010-11 partly owing to the additional capacity created by the expansion project, however, owing to the reasons explained above the production has not yet reached the full capacity utilization due to the adverse market conditions and it is estimated that the year 2011- 12 will witness a significant increase in both the quantity terms and in value terms as well as the profitability.

Dividend

The Board of Directors of the company has recommended a dividend of Rs. 0.80 paisa per equity share of Rs. 10/- each for the year ended 31st March, 2011.

Fixed Deposits

The aggregate amount of deposits accepted by the Company stood at Rs. 250.51 Lakhs and matured and unclaimed deposits as on 31st March, 2011 were NIL.

Directors

In accordance with the provisions of the Companies Act, 1956 and in terms of Articles of Association of the Company Mr. RA Rama Raju and Mr. PV Subbarao retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors' Responsibility Statement

As reguired under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. We have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the period;

iii. We have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts on a going concern basis.

Subsidiary Companies

The Ministry of Corporate Affairs (MCA), Government of India vide their letter No.47/49/2011-CL-III, dated 04.02.2011, granted exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company. Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written reguest by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

A statement of Anjani Portland Cement Limited (Holding Company) interest in Hitech Print Systems Limited and Vennar Ceramics Limited (Subsidiary Companies) is enclosed as reguired under Section 212 of the Companies Act, 1956.

The information of Subsidiary companies as required to be disclosed as per the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to the requirements of Accounting Standard - 21 and Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors' Report does not contain any qualifications.

Corporate Governance

The Company places significant reliance on ethical and prudent governance. Transparency in operations by means of professional management with empowered managers is firmly believed as the heart of a healthy system of corporate governance. The various internal controls laid down for day-to-day operations provide the necessary checks and balances and these in turn go to make governance effective. The mechanism also results in prudent and diligent decision making at all levels ensuring the overall benefit of all shareholders. It also gives considerable comfort to banks, deposit holders, vendors, customers and others who interact with the company in their assessment of the company's performance.

A detailed report on matters relating to Corporate Governance as statutorily required under Clause 49 of the Listing Agreement with Stock Exchanges is annexed as part of this Annual Report together with the report of the Auditors on its compliance.

Auditors

M/s. M Anandam & Co., Chartered Accountants, Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

The Board recommends the reappointment of M/s. M Anandam & Co., Secunderabad, as Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

Cost Auditors

Pursuant to the directives from the Central Government and the provisions of Section 233 B of the Companies Act, 1956, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company for the year 2010-11.

Particulars of Employees

There are no employees in the organization coming under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of employees Rules, 1975 as amended).

Energy, Technology and Foreign Exchange

The particulars of conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 217(1){e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Safety and Pollution Control

The manufacturing units are fully compliant with pollution control measures as directed by the statutory authorities from time to time and have obtained necessary approvals from them.

Industrial Relations

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.

For and on behalf of the Board

K V Vishnu Raju

Chairman and Managing Director

Place : Hyderabad

Date : 04.08.2011

---

Mar 31, 2010

The Directors have pleasure in resenting the Twenty Sixth Annual Report together with the audited accounts and Cash Flow statement for the financial year ended 31st March 2010.

Financial Results:

The Financial results for the year ended 31st March, 2010 are summarised below:

2009-2010 2008-2009

Rs. in Lakhs Rs. in Lakhs

Sale and Income 15490.21 16622.46

Profit before

Interest, Depreciation 3012.51 3536.50

Less: Interest 533.75 629.14

Less : Depreciation 399.46 372.94

Profit before Tax 2079.30 2534.42

Provision for Taxation 302.04 832.88

Fringe Benefit Tax - 10.93

Deferred Tax 608.34 23.35

Profit after Taxation 1168.92 1667.26

Appropriations:

General Reserve 30.00 90.00

Dividend 183.90 275.84

Dividend Tax 30.54 46.88

Review of Operations:

The company has produced 4,97,723 MT of cement during the current financial year compared to the previous year production of 4,74,030 MT registering a growth of 5 %. The cement sold during the year under review stands at 4,94,362 MT compared to the quantity of 4,74,003 MT during the previous financial year showing an increase of 4.3%.

However, the gross sales in terms of value during the year under review were at Rs.15147.05 Lakhs as against Rs. 16599.51 Lakhs during the

previous financial year translating into a drop of 8.75 %. Similarly the Profit Before Tax for the current financial year amounts to 2079.30 Lakhs as against Rs. 2534.42 Lakhs during the previous financial year. The profit after tax for the year under review stands at Rs.1168.92 Lakhs compared to Rs.1667.26 Lakhs during the previous financial year.

Though the production quantities have shown improvement in physical terms, there was a drop in the value of sales during the year under review which is primarily due to sharp decline in the prices of cement during the second half of current financial year compared to the previous financial year. It is also pertinent to note here that the drop in prices has been more significant in the state of Andhra Pradesh compared to the other addressable markets of the company. As the members are aware, there is a significant improvement in terms of physical parameters such as the production quantity and consumption factors and the units profitability would have been much better had there been no pressure on the cement prices.

Expansion Project:

You are aware that the company has taken up expansion of the existing capacity by another 0.66 MT of cement in the existing plant situated at Chintalapalem Village. Your directors are privileged to report that the additional integrated plant has been fully set up and the kiln was lighted up on 24th March 2010 and thereafter the commercial production has been established from 27th March 2010. We are further happy to state that the plant has got stabilized much faster than the anticipated period by virtue of the experience of the project implementation team. As reported in our previous Annual Report, the project was expected to be completed in the 1st quarter of the financial year 2010-11, however, with dedicated efforts and by employing improved project management techniques, it has been made possible to complete the setting up of the expansion project ahead of the schedule by about 3 months. With the additional capacity coming into operation, the total expanded capacity stands at 1.16 Million Tonnes, due to which the full benefit of the expanded capacity of operations would be completely derived during the year 2010-11.

Dividend:

The Board of Directors of the company has recommended a dividend of Rs. 1.00 per equity share of Rs.10/- each for the year ended 31st March, 2010.

Fixed Deposits:

The aggregate amount of deposits accepted by the Company stood at Rs. 137.10 Lakhs and matured and unclaimed deposits as on 31st March, 2010 were NIL.

Directors:

In accordance with the provisions of the Companies Act, 1956 and in terms of Articles of Association of the Company Mr. P.S. Ranganath retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. P.V. Subba Rao and Mr. P.Ramachandra Raju, who were appointed as Additional Directors on 30.10.2009 & 12.8.2010 also retire at this Annual General Meeting. Pursuant to the provisions of Section 257 of the Companies Act, 1956, they are eligible for appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the annual

accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

(ii) We have selected such accounting

policies and applied them consistently and made judgements 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 of the Company for the period;

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared the annual accounts on a going concern basis.

Subsidiary Companies:

The Ministry of Corporate Affairs (MCA), Government of India vide their letter No.47/243/ 2010-CL-lll, dated 05.4.2010, granted exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company. Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written request by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours. A statement of Anjani Portland Cement Limited (Holding Company) interest in Vennar Ceramics Limited and Hitech Print Systems Limited (Subsidiary Companies) is enclosed as required under Section 212 of the Companies Act, 1956.

The information of Subsidiary companies as required to be disclosed as per the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements:

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors Report does not contain any qualifications.

Corporate Governance:

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

Auditors:

M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

Particulars of Employees:

Information on particulars of employees under Section 217 (2A) of the Act read with the companies (Particulars of employees) Rules, 1975 as amended forms part of this Report.

Energy, Technology and Foreign Exchange:

Additional information on conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Industrial Relations:

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement:

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.



For and on behalf

of the Board of Directors



Place: Hyderabad K.V. Vishnu Raju

Date : 12-08-2010 Chairman and Managing Director