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Dear Members,

The Board of Directors of your Company is pleased to present the 39th Annual Report together with the Audited Financial Statements (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2023.

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

The turnover of the company for the financial year 2022-23 was `42,218 lakhs (previous year `47,021 lakhs) recording a decrease of 10.21%. This is mainly due to decrease in volume on account of sluggish market and lower price realization in the market where the company operates.

The cost of raw material consumed during financial year 2022-23 increased to `4,396 lakhs (previous year `4,263 lakhs) despite a reduction in volume of Cement production. The cost of raw material per tonne of Cement has increased by 13% over the previous year.

The Power & Fuel cost for the financial year 2022-23 was `19,516 lakhs (previous year `15,153 lakhs) in view of the increase in average coal cost by nearly 28%.

In the financial year 2022-23, the company made an operating profit of `2,548 lakhs (previous year `9,702 lakhs), a decrease of nearly 74% mainly on account of decrease in Sales volume and Sales realization on one hand and increase in cost of raw material and Fuel on the other hand.

As evident from the above table, during the year under review, the cement production decreased by 9.26% over the previous year and the sales volume of cement decreased by 9.68% due to lower demand of cement.

The cost per unit of power consumed during the financial year 2022-23 was `8.71 as against `6.83 during the previous financial year on account of steep increase in cost of coal.

The Board of Directors of the Company do not propose to transfer any amount to reserves for the Financial Year ended 2022-23.

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

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

During the Financial Year 2022-23, the shareholders through Postal Ballot Process which was concluded on August 26, 2022, approved the increase of the authorised share capital of the Company from `31,00,00,000/- divided into `30,00,00,000/- consisting of 3,00,00,000 Equity Shares of `10/- each and `1,00,00,000 14% cumulative redeemable preference shares consisting of 10,00,000 shares of `10/- each to `233,00,00,000/- divided into 4,30,00,000 Equity Shares of `10/- each aggregating to `43,00,00,000/- ranking pari-passu with the existing equity shares of the Company and 19,00,00,000 Preference shares of `10/- each aggregating to `190,00,00,000/-.

During the Financial Year 2022-23, the Company came out with a Rights Issue of 1,26,42,848 equity shares at an issue price of `197/- per fully paid-up equity share (including a premium of `186/- per equity share) for an amount of `24,906.41 lakhs, to be issued to the existing eligible equity shareholders of the Company as on the Record Date i.e. December 16, 2022, in the ratio of 1 equity share for every 2 equity shares held by the existing shareholders of the Company, for part repayment and/or prepayment of Inter-Corporate Deposit availed by the Company from the Promoter of the Company.

The Rights Issue opened for subscription on Friday, December 30, 2022 and closed on Thursday, January 19, 2023 and the last date for market renunciation of Rights Entitlements was Friday, January 13, 2023. The Company had received in total 2,064 Applications for 1,05,32,881 Equity Shares through the Application Supported by Blocked Amount ("ASBA") and also 1 application from the Promoter M/s Chettinad Cement Corporation Private Limited, for 94,82,135 Equity shares. The application money payable by the Promoter was adjusted against the Inter Corporate Deposits availed by the Company from its corporate promoter. 324 Applications for 28,479 Equity Shares were rejected due to technical reasons as disclosed in the Letter of Offer dated December 8, 2022 and 6,415,334 Equity shares had been reduced, in order to restrict the percentage of post issue promoter shareholding within the maximum ceiling of 75% of the paid up capital i.e. the rights entitlement shares applied by Promoter of the company, was restricted to 3,066,801 instead of 94,82,135 shares. The total number of valid applications received were 1,740 for 40,89,068 Equity Shares, which aggregated to 32.34%* of the total number of Equity Shares allotted under the Issue. In accordance with the Letter of Offer dated December 8, 2022 and on the basis of allotment finalized on Tuesday, January 24, 2023 in consultation with the Registrar to the Issue and BSE Limited, the Designated Stock Exchange for the Issue, the Company had on January 24, 2023 allotted 40,89,068 Equity Shares to the successful applicants.

The Company received the listing approval from Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited for listing on January 27, 2023 and January 30, 2023 respectively. Further the approval for trading of Rights Equity Shares was received the form Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited on January 31, 2023 and the Rights Equity Shares were traded with effect from February 1, 2023.

Consequent to the allotment of shares pursuant to the Rights Issue, the subscribed and paid-up equity share capital of the Company stood increased from `25,28,56,960/- to `29,37,47,640/- comprising 2,93,74,764 equity shares of the face value of `10/- each, fully paid-up during the year under review. The funds raised by the Company through Rights Issue, have been utilised for the objects stated in the Letter of Offer dated December 8, 2022.

During the year under review, the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares.

There has not been any change in the nature of the business of the Company during the Financial Year under review.

As of March 31, 2023, the Company has one material unlisted subsidiary, viz. Bhavya Cements Private Limited (CIN: U26941AP2007PTC053611). 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.

During the Financial Year 2022-23, the Company acquired 17,579 equity shares of Bhavya Cements Private Limited aggregating to approximately 0.0133% of the paid-up equity share capital of Bhavya Cements Private Limited from its existing shareholders. This has resulted in an increase in Company's shareholding in Bhavya Cements Private Limited to 99.09% as on the date of this report.

The revenue from operations of the subsidiary for the Financial Year 2022-23 stood at `24,169.44 lakhs against `40,662.27 lakhs, representing a decline of 40.56% as compared to the previous year. One of the reasons is considerable reduction in sales in the neighboring States like Tamil Nadu & Maharashtra over the previous years due to poor market demand and also lower price realization. Further the reduction in revenue from operations in the said financial year is also primarily attributable to the company's decision to stop selling cement in distant locations which yields a negative margin. This resulted in lower Sales volume coupled with the lower realization due to which there was a revenue drop of 40.56%. During the year under review, the subsidiary has incurred a net loss of `2,567.71 lakhs as compared to a net profit of `2,777.96 lakhs in the previous year. In terms of Regulation 16 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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://anjanicement.com/ investor/policies/Material-Subsidiaries-Policy.pdf.

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

The consolidated financial statements of the Company and its Subsidiary for the Financial Year ended 2022-23 are prepared in compliance with the Section 129(3) read with Schedule III of the Companies Act, 2013 and Rules made thereunder, including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 and as stipulated by Regulation 33 of the SEBI Listing Regulations. The audited consolidated financial statements together with the Auditors' Report thereon forms parts of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with the rules made there under, a statement containing salient features of the Financial Statements of the Subsidiary is disclosed in Form AOC-1, attached as Annexure A, forms part of this Annual Report.

In accordance with Section 136(1) of the Companies Act, 2013, 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.anjanicement.com. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the registered office of the company. 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.anjanicement.com.

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no un-matured / unpaid Fixed Deposits at the end of the Financial Year 2022-23.

During the year under review, 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 Companies Act, 2013. The necessary compliance in relation to Section 186 of the Companies Act, 2013 pertaining to the above said investment have been complied with.

The Board of Directors of your Company met five (5) times during the Financial Year 2022-23. The details relating to the meetings of Board of Directors are provided in the Report on Corporate Governance, 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 Companies Act, 2013, the Secretarial Standards -1 (SS-1) issued by The Institute of Company Secretaries of India (ICSI) and SEBI Listing Regulations.

The Company has the following five (5) Board-level Committees, which have been established in compliance with the relevant provisions of the Companies Act, 2013 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 Report on Corporate Governance, which forms part of the Annual Report.

The Company has six (6) directors on its Board. The Board of the Company is duly constituted. The Composition of Board of Directors is in conformity with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Detailed composition about the Board is disclosed in Corporate Governance Report. All Directors have submitted relevant declarations / disclosures as required under the Companies Act, 2013 and SEBI Listing Regulations. None of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI Listing Regulations.

Appointment of Director: a. The Board has at its meeting held on 23^rd June, 2023 appointed Mr. Gopal Perumal (DIN:06630431) as an Additional Director in the category of Non-Executive, Non-Independent Director with effect from 23^rd June, 2023. Pursuant to Section 161 and other applicable provisions, if any, of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gopal Perumal shall hold office till the date of the ensuing Annual General Meeting. The Company has received notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing his candidature for the office of Director. The Board recommends appointment of Mr. Gopal Perumal as a Non-Executive, Non-Independent Director of the Company.

As required by Regulation 36(3) of the SEBI Listing Regulations and provisions of the Secretarial Standards, brief resume and other details of the aforesaid Director is attached to the Notice of the ensuing Annual General Meeting. b. The Board has at its meeting held on 11^th August, 2023 appointed Mr. Palani Ramkumar (DIN: 09207219) as an Additional Director in the category of Non-Executive, Non-Independent Director with effect from 11^th August, 2023. Pursuant to Section 161 and other applicable provisions, if any, of the Companies Act, 2013 and Articles of Association of the Company, Mr. Palani Ramkumar shall hold office till the date of the ensuing Annual General Meeting. The Company has received notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing his candidature for the office of Director. The Board recommends appointment of Mr. Palani Ramkumar as a Non-Executive, Non-Independent Director of the Company.

As required by Regulation 36(3) of the SEBI Listing Regulations and provisions of the Secretarial Standards, brief resume and other details of the aforesaid Director is attached to the Notice of the ensuing Annual General Meeting.

During the financial year 2022-23, Mrs. V. Valliammai (DIN:01197421) was re-appointed as an Independent Director on the Board of the Company with effect from 38^th Annual General Meeting to hold office for a second term of five (5) consecutive years i.e. upto 43^rd Annual General Meeting to be held in the year 2027, not liable to retire by rotation. Her re-appointment has been approved by the shareholders in the 38^th Annual General Meeting of the Company held on September 16, 2022.

In accordance with the Articles of Association of the Company and applicable provisions of the Companies Act, 2013, Mr. A. Subramanian (DIN: 06693209) will retire by rotation at the ensuing Annual General Meeting of the Company. Mr. A. Subramanian, who is eligible for reappointment, has conveyed that he does not intend to seek reappointment and will retire on completion of his current term at the ensuing Annual General Meeting. Your Board takes the opportunity to place on record deep appreciation for his contribution to the management of the Company during his association as a Non-Executive, Non-Independent Director on the Board of the Company.

Mr. V. Palaniappan (DIN: 00645994) has ceased to be a Non-Executive, Non-Independent 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. Your Board takes the opportunity to place on record deep appreciation for his contribution to the management of the Company during his association as a Non-Executive, Non-Independent Director on the Board of the Company.

In terms of Section 149 of the Companies Act, 2013, the Board has two Independent Directors, including one Woman Independent Director, representing diversified fields and expertise. The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 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 Companies Act, 2013 and the Company's Code of Conduct. 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 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 Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

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

In terms of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, the following are the KMP of the Company: ? Mr. N. Venkat Raju, Managing Director ? Mr. Sita Ramanjaneyulu Rayapudi, Chief Financial Officer ? Mr. Subhanarayan Muduli, Company Secretary

During the year under review, Mr. M.L. Kumavat, Chief Financial Officer of the Company resigned with effect from May 13, 2022. Based on the recommendation of the Audit Committee and Nomination and Remuneration Committee, the Board has appointed Mr. Sita Ramanjaneyulu Rayapudi, as Chief Financial Officer of the Company with effect from November 7, 2022.

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. 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 Companies Act, 2013 and the SEBI Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 9, 2023, 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.

In accordance with the SEBI Listing Regulations, a certificate has been received from M/s. D. Hanumanta Raju & Co, Practicing 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 E.

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://anjanicement.com/investor/corporategovernance/ Nomination_Remuneration_Policy1.pdf.

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.

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company sate that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are 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 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 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.

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://anjanicement.com/investor/ corporategovernance/Nomination_Remuneration_Policy1.pdf. The Board of Directors of your Company follows the criteria for determining qualifications, positive attributes, independence of a Director as per Nomination and Remuneration Policy and the Board Diversity Policy.

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.anjanicement.com/investor/corporategovernance/CodeofConduct.pdf.

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.

Your Company has fulfilled its obligation towards Corporate Social Responsibility for the Financial Year 2022-23, by spending a sum of `1,42,81,580/- during the year, which constitute over 2% of the average net profits of the last three Financial Years, in terms of the CSR annual action plan approved by the CSR Committee and the Board of Directors, from time to time. Your Company's CSR initiatives are in the areas of Promoting Education, Rural Developments and Healthcare. Various activities across these segments have been initiated during the year around its plant locations and the neighboring villages. 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 D, forms part of 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.

Your Company also has in place a CSR Policy, which is available on the Company's website at http:// www.anjanicement.com/investor/corporategovernance/CorporateSocialResponsibilityPolicy.pdf.

During the year under review, all the related party transactions were entered on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. 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 given 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. In terms of Section 134 of the Companies Act, 2013 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 Companies Act, 2013 in form AOC-2 is attached as Annexure B of this 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. Further, shareholder's approval had been obtained pursuant to Section 188 of the Companies Act, 2013 and Regulation 23(4) of the SEBI (LODR) Regulation, 2015 in 36th AGM held on August 21, 2020 for the company to enter into Material Related Party transactions with Chettinad Cement Corporation Private Limited ("Holding Company") for a maximum aggregate value of `200 Crore per Financial Year starting from Financial Year 2020-21 for a period of three Financial Years upto Financial Year 2022-23. In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions and the same is available at the Company's website at https://anjanicement.com/investor/corporategovernance/Related%20Party%20Transaction%20%20 Policy.pdf.

There were no material changes and commitments in terms of Section 134(3)(I) of the Companies Act, 2013, affecting the financial position of the Company between the end of the Financial Year of the Company as on March 31, 2023 and the date of this report.

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.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure C to this report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

8.57% d) The number of permanent employees on the rolls of Company: 259 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:

The average annual salaries of employees decreased by 7.61%. There has been an increase of 20.00% in the managerial remuneration in Financial Year 2022-23 as compared to previous Financial Year. Increase in managerial remuneration is bases on 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 Companies Act, 2013 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 Companies Act, 2013 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 Companies Act, 2013, the said statement will be open for inspection upon request by the Members at the registered office of the Company during business hours on all working days (except Saturday), up to the date of ensuing Annual General Meeting. Any Member interested in obtaining such particulars may write to the Company Secretary at secretarial@anjanicement.com and the same will be provided free of cost to the Member.

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

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI Listing Regulations. Pursuant to 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.

The Business Responsibility and Sustainability Report (BRSR) of the Company for the Financial Year ended March 31, 2023 forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations. The Company has provided BRSR, in lieu of the Business Responsibility Report which indicates the Company's performance against the principles of the National Guidelines on Responsible Business Conduct formulated by Ministry of Corporate Affairs, Government of India.

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

Pursuant to Section 134(3) (n) of the Companies Act, 2013 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, marketing 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 Company's website at http://anjanicement.com/investor/ policies/RISK%20MANAGEMENT%20POLICY-ANJANI.pdf.

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 Companies Act, 2013 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 is available on the Company's website at http://anjanicement.com/investor/ corporategovernance/VigilMechanism.pdf.

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 covers contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office.

The Policy is available on the Company's website at http://anjanicement.com/investor/ corporategovernance/SexualharassmentPolicy.pdf. During the year under review, the Company has not received any complaints of sexual harassment.

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year ended March 31, 2023 is available on the Company's website at http://www. anjanicement.com/annual_return.html

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, 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.

M/s. Ramanatham & Rao, Chartered Accountants (Firm Registration Number S-2934), were re-appointed as Statutory Auditors for a second term of five years at the 35th Annual General Meeting held on August 28, 2019, to hold office from the conclusion of the said Meeting till the conclusion of the 40th Annual General Meeting of the Company. M/s. Ramanatham & Rao have audited the standalone and consolidated financial statement of the Company for the Financial Year ended March 31, 2023. 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 2022-23 and the Auditor's Report forms part of this Annual Report. During the year under review, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

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 (LODR) Regulations, 2015.

Section 204 of the Companies Act, 2013, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board's Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Companies Act, 2013 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 had appointed M/s. D. Hanumanta Raju & Co, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023, annexed as Annexure F forms part of this Annual Report. The Secretarial Auditor's report does not contain any qualification, reservation or adverse remark.

The Company has undertaken an audit for the Financial Year 2022-23 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 G.

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 2022- 23 and their Report is annexed as Annexure H to this Report in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014, the Company has maintained the cost records for the Financial Year 2022-23. 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 2022-23. Further, the Board of Directors on the recommendation of the Audit Committee has appointed M/s. Narasimha Murthy & Co. Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2023-24 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 2023-24 in compliance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, is included in the notice convening 39th Annual General Meeting.

The Cost Audit Report for the Financial Year ended March 31, 2022 which was due to be filed on September 7, 2022 was filed with the Central Government on August 29, 2022 vide SRN F23020423. The Cost Audit Report for the Financial Year ended March 31, 2023 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.

During the year under review, 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 2023-24.

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, 2023.

During the Financial Year ended 2022-23, the company was not required to transfer any unclaimed dividend or any equity share in respect of which dividend has not been claimed by a member for seven consecutive years or more to the Investor Education and Protection Fund Authority (IEPF).

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 Corporate Governance Report.

Mr. Subhanarayan Muduli, Company Secretary & Compliance Officer acts as Nodal Officer of the Company.

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

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

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

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