Shiva Cement Ltd

Dear Members,

We are pleased to present 39^th Annual Report for the financial year ended on 31^st March, 2025. The operational performance during the year is as below.

1. Financial/Operational Performance:

The total production of Clinker during the year under review was 9.03 lakh MT as compared to production of 9.65 lakh MT (including trial run production of 2.25 lakh MT) in the previous year, recording a decrease of 6% over previous year. The total sales of Clinker during the year under review was 9.05 lakh MT as compared to sales of 9.38 lakh MT (including trial run sales of 2.06 lakh MT) in the previous year, recording a decrease of 4% over previous year. During the year, the Company has allotted 10,00,00,000 equity shares under Rights Issue process at a price of 40 per share (including premium of 38 per share). The net proceeds from the Rights Issue have been utilized for repayment of loans and for General Corporate purposes.

During the year, the Company has received new sanction for term loan of 25,000.00 lakhs from DBS Bank Limited. This loan sanction is towards project expansion of 1 Million tons cement grinding unit. As against the sanction limit, term loan amounting to 2,500.00 lakhs have been received during the year. Total term loan received for 7,598.00 lakhs and repaid for 3,400.00 lakhs during the year. Cumulative term loan balance as on 31^th March, 2025 is 70,799.84 lakhs. Further, during the year, the company has borrowed fund for 25,931.00 lakhs from its holding company JSW Cement Limited for general corporate purpose and repaid 31,658.62 lakhs out of the rights issue proceeds. Cumulative borrowed fund balance as on 31^th March, 2025 is 64,031.47 lakhs. During the year total interest amounting 10,462.83 lakhs (FY 2023-24: 8,832.46 lakhs) has been charged to revenue profit & loss account and 394.84 lakhs (FY 2023-24: 3,179.33 lakhs) has been capitalized. During the year company has paid interest due amount for 10,793.78 lakhs (FY 2023-24 - 10,552.11 lakhs) to bank as well as to its holding company.

2. Transfer to Reserves:

During the financial year under review the Board has not proposed to transfer any amount to reserves.

3. Dividend:

As your Company has incurred a net loss during the year Board of Directors has not recommended any dividend for the year.

4. Financial Statement:

The Audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards.

5. Pr ospects:

Management Discussions and Analysis, covering prospects is provided as a separate section in this Annual Report.

6. Holding, Subsidiary & Associate Company:

Your Company does not have any subsidiary nor any associate company. The Company has a holding company as on 31^st March, 2025 namely JSW Cement Limited. The net worth of JSW Cement Limited as on 31^st March, 2025 is 2,856.59 crores.

7. Fixed Deposits:

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the rules made there under during the period under review.

8. Cr edit Rating:

Y our Company's commitment to financial discipline prudent management is underscored by its consistently strong credit ratings from leading rating agency. During the year, the Company's credit rating was "CRISIL A+ (CE)/Stable (Reaffirmed)" rating on the long term bank facilities the Company by CRISIL.

9. Extr act of Annual Return:

Pur suant to Section 92(3) read with section 134(3) the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed and accessible on the website of the Company at www.shivacement.com.

The Company's Authorised Share capital during the financial year ended 31^th March, 2025, remained at

280,00,00,000 (Rupees Two Hundred Eighty crores only) comprising of 80,00,00,000 (Rupees Eighty crores only) equity share capital divided into 40,00,00,000 (Forty Crore) Equity Shares of 2/- (Rupee Two only) each; and 200,00,00,000 (Rupees Two Hundred crore only) preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of 100/- (Rupees Hundred Only) each.

The paid-up share capital of the Company was

159,00,00,000 (Rupees One Hundred Fifty Nine Crores Only) comprising of 29,50,00,000(Twenty-Nine Crores Fifty Lakhs) Equity shares of 2/- (Rupees Two only) each amounting to 59,00,00,000 (Rupees Fifty Nine Crores Only) and One crore 1% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of 100 (Rupee Hundred only) each amounting to

100 crores (Rupees Hundred crore only). During the year under review, the Board vide resolution dated 13^th May 2024, approved rights issue allotment of 10,00,00,000 (Ten Crore) Equity Shares of face value 2 each (Rupees Two only) each at an issue price of 40 per Equity Share. Therefore the paid up share capital of the Company was increased.

F urther, your Company has not issued any shares differential rights.

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms part of and this Annual Report.

The Board meets to discuss and decide on Company/ business policy and strategy apart from other business. A tentative date of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a (a) of special and urgent business need, the Board's approval is taken by passing resolutions through circulation as permitted by law, which are ratified in the next Board meeting. During the year under review, the Board of Directors met eight times on 25^th April, 2024, 13^th May, 2024, 25^th July, 2024, 13^th August, 2024, 21^st October, 2024, 21^st January, 2025, 04^th February, 2025, and 27^th March, 2025. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI(LODR) Regulations, 2015"] and Secretarial Standard SS-1.

During the year under review,the Board vide resolution dated 13^th May 2024, approved the allotment of Rights Issue of 10,00,00,000 (Ten Crore) Equity Shares of face value 2 each (Rupees Two only) each at an issue price of 40 per Equity Share. The Company has raised fund of 400 crore through rights issue of equity shares. There has been no deviation in the utilization of Issue proceeds from the objects as stated in the Letter of Offer for Rights Issue.

F urther other than above mentioned, no funds raised by the Company through Preferential allotment or by way of a Qualified Institutions Placement during the F.Y. 2024-25.

with14. C ompliance with Secretarial Standards:

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

Pur suant to the provisions of section 134(5) of Companies Act, 2013, your Directors hereby state and confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b the. directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; and e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f the. directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Y our Company has received necessary declaration each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, there has been no in the circumstances which may affect their status as independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Members of the Company at the 36^th Annual General Meeting ("AGM") held on 12^th September, 2022, approved the re-appointment of M/s. Shah Gupta & Co, Chartered Accountants (Firm Registration No. 109574W), as the statutory auditors of the Company for a term of five years to hold office commencing from the conclusion of the 36^th AGM until the conclusion of 41^st AGM of the Company to be held in the calendar year 2027.

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The Auditor's Report is enclosed with the financial statements forming part of this Annual Report.

Pur suant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. Sunil Agarwal

& Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report (issued by Sunil Agarwal

& Co., Company Secretaries) for the Financial Year 2025 does not contain any qualification, reservation or adverse remark and is attached to this report as from Annexure A. Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

Pur suant to amended provisions of Regulation of the SEBI (LODR) Regulations and subject to your approval being sought at the ensuing AGM the M/s. SR Agarwal &Associates, Company Secretaries, Mumbai (CP No. 3286; Peer Review Unit No. 3600/2023) has been change appointed by the Board as Secretarial Auditors of the Company to undertake the Secretarial Audit of your Company for the first term of five (5) consecutive years from FY 2025-26 till 2029-30. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company. Brief details of M/s. SR Agarwal & Associates, Company Secretaries, are separately disclosed in the Notice of ensuing AGM.

During the FY 2024-25, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the

Company by its officers or employees, the details of which would need to be mentioned in this Report.

The Company is listed on Bombay Stock Limited (BSE), Mumbai. The annual listing fees for the year 2024-25 has been paid to the Stock Exchange where the Company's shares are listed.

The Company does not have any subsidiaries so there is no need to prepare consolidated financial statement.

During the year under review, the Company has not given loans or guarantees, securities provided or investments made under Section 186 of the Companies, Act, 2013.

As per the provision of first proviso of Section of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company is required to attach along with its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1. The Company does not have any Subsidiaries, Associates and Joint Venture Companies. Hence, the details of performance of Subsidiary/ Associate/ Joint venture and their contribution to overall performance on Company is not applicable.

During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, in accordance with the amendments to applicable provisions of law / Listing Regulations. The Company's Policy on Materiality of Related Party Transactions as also dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: www.shivacement.com. During the year under review, all other contracts / arrangements / transactions entered into during the financial year 2024-25 by the Company with Related Parties were in the ordinary course of business and on an arm's length basis. Related Party Transactions which are in the ordinary course of business and on an arm's length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Exchange Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

All R elated Party Transactions (RPT) and material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All RPT are subjected to independent review by a reputed accounting firm to establish compliance with the requirements under the Act, and Listing Regulations.

The Company has developed a framework purpose of identification and monitoring of such Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure of material RPTs as required 129(3) to made under Section 134 in Form AOC-2 is attached as Annexure B to this Report.

During the financial year under review, there has been no change in the nature of business of the Company.

Ther e have been no material changes and affecting the financial position of the Company which have occurred between the end of the financial year of with the Company to which the financial statements relate and the date of this report.

A statement containing necessary information, required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 Companies Act, 2013 is annexed hereto in Annexure-C.

The Company has formulated, amongst other, the Policies on the Directors', KMP & other employees' appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section

178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website www.shivacement.com.

Y our Company in line with its business plan and appetite, has adopted a robust Risk Management Policy, to identify, assess, monitor and address the full spectrum of risks applicable and mitigate & manage such risks, including the combined impact of those risks. The policy has been drafted in line with the Company's business operations with an objective to develop a ‘risk intelligent' culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholder. The Company has constituted a Risk Management Committee in accordance with the requirements of SEBI Listing Regulations to, inter alia, monitor the risks and their mitigating actions. Risks related to internal controls, compliances & systems are reviewed in detail by the Audit Committee. All risks including investment risks are reviewed in the meetings of the Board of Director.

In terms of the provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Company's website and can be accessed at www.shivacement.com.

The Company believes in inclusive growth to creation of a value based and empowered society through continuous and purposeful engagement with society around. The provisions of the Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not applicable to the Company. However, the CSR activities are undertaken by the parent company i.e. JSW Cement Limited on behalf of the Company. Therefore, the details about the initiatives taken by the Company on Corporate Social Responsibility during the year under review have not been appended as Annexure to this Report.

The Company has CSR policy and CSR Committee to review the activities undertaken by the parent company i.e. JSW Cement Limited on behalf of the Company. The CSR Policy formulated is uploaded on the of the Company at www.shivacement.com.

Pursuant to the provisions of Section 177 (9) of Companies Act, 2013, the Board of Directors has established a committee to provide adequate safeguard against victimization & to protect interest of the directors and employees to report their genuine risk concerns. The Company has uploaded the code of conduct in relation to the employees & directors on its website (www.shivacement.com).

Good Governance requires Boards to have effective processes to evaluate their performance. The evaluation process is a constructive mechanism for improving effectiveness of Board, maximizing strengths and tackling weaknesses which leads to an immediate improvement in performance throughout the organization.

In terms of the Code for Independent Directors (Schedule IV), the Independent Director(s) on the Board of the Company shall evaluate performance of the Non-Independent Director(s), Board as a whole and review performance of Chairperson. Broad parameters for reviewing performance are based on the structured the questionnaires related to composition of Board, Function of Board, Meeting attended by Board Members, conflict of interest, participation in discussion, time contribution, Governance and ethical problem etc.

Nomination and Remuneration committee constituted under section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director's performance. The evaluation of individual Director focuses on contribution to the work of Board.

The purpose of Board Evaluation is to achieve persistent and consistent improvement in the governance of the Company at Board level with an intention to establish and follow best practices in Board Governance in order to fulfill fiduciary obligation to the Company. The Board believes, the evaluation will lead to a working relationship among Board members, greater efficiency using the Board's time and increased effectiveness of the Board as governing body. A structured questionnaire was prepared covering all aspects of the Board's and Committee's function, for the evaluation of the Board and Committees. The evaluation of the Independent website Directors was based on the range of the criteria like independent judgment strategy, performance and risk management; skill, knowledge and Familiarity about the Company, professional advice, attendance in Board and Committee meeting etc. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company.

There are no significant and material orders by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls Framework, commensurate with the size, scale and complexity of its operations. The Internal Audit Team quarterly monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to Section 148(1) of the Companies Act, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. Such cost accounts and records are subject to audit by M/s Kishore Bhatia & Associates - Cost Accountants (Firm Registration -00294), to conduct the cost audit of your Company for the financial year ended 31^st March, 2025. Pursuant to Section 148(2) of the Companies Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board based on the recommendation of the Audit Committee appointed, M/s Kishore Bhatia & Associates - Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2024–25. M/s Kishore Bhatia

& Associates - Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for financial year 2025-26.

The remuneration 2,20,000 of (Rupees Two lakhs twenty thousand only) plus out of pocket expenses, travelling and other expenses (which would be reimbursable at actuals) plus taxes incurred in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM.

Ms. Sudeshna Banerjee (DIN: 01920464), has been re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 23^rd April, 2024. passed

Ms. Sneha Bindra has resigned from the post of Company

Secretary & Compliance Officer w.e.f. 11^th February, 2025 (Closure of business hours).

Ms. Ishika Sharma has been appointed as a Company

Secretary & Compliance Officer w.e.f. 27^th March, 2025.

In accordance with the provisions of Section 152 of the Act, read with rules made there under and Articles of Association of the Company, Mr. Narinder Singh Kahlon (DIN- 03578016), Non-Executive Director of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting of the Company.

Y our Company has complied with the requirements of 2013 Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance. Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

The Management Discussion and Analysis Report 2013 on the operations of the Company for the year under review, as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of this Annual Report.

The Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. The Company has strong faith in potential of human resources. It believes in the creative abilities of the people; those work for the Company. It believes in the participatory management.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this Report. The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

The Company has not issued sweat equity shares during the year under review and hence, no information as pursuant to section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has not passed any special pursuant to Section 67(3) of the Companies Act, 2013 hence no disclosure is required to be made.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy on Prevention of Sexual Harassment of women at workplace. The Company has constituted an Internal Complaints Committee ("ICC") for redressal of the complaints arising under POSH Act. Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 during the year under review and their breakup is as under:

( No.a) of Complaints filed during the year ended 31.03.2025: 1

(b No. ) of Complaints disposed of during the financial year: 1

( No. of pending Complaints as on 31.03.2025: NIL c)

Ther e is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

In terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial year under review: i. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. theii. there was no public issue, bonus issue or preferential issue, etc. However, the Company had issued and allotted 10,00,00,000 (Ten Crore) Equity Shares at face value 2 each (Rupees Two only) each at an issue price of 40 per Equity Share through rights issue which was approved by the Board vide Board Meeting dated 13^th May 2024 . iii. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

Y our directors place on record their sincere appreciation to the government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers & of contractors of the Company for the co-operation and support extended to the Company.

Sta tements in the directors' report and the management discussion & analysis describing company's objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, actual results may differ materially from those expressed in the statement. Important factors that could influence the company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.