Your Directors are pleased to present the Eighty Seventh (87^th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS

This discussion on the financial performance and results of operations of your Company for the year ended March 31,2026, which are summarized below

SHARE CAPITAL AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 500 crores comprising of

40.00. 00.000 equity Shares of Rs. 10/- each amounting to Rs. 400 crores and

1.00. 00.000 preference Shares of Rs. 100/- each amounting to Rs. 100 crores.

PAID-UP SHARE CAPITAL

As on March 31, 2026, the paid-up equity share capital of the Company is at Rs. 92,17,21,400/- divided into 9,21,72,140 Equity Shares of Rs. 10/- each.

During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employee’s stock option scheme expect the above allotments. Your Company has also not bought back its own shares during the period under review.

DIVIDEND

Dividend has been considered by your Board taking into consideration the factors like overall profitability, cash flow, capital requirements and other business consideration as well as the applicable regulatory requirements read with the dividend distribution policy adopted by your company, which is available on your company’s website and can be accessed at: https://www.andhracements.com/ACL-Dividend-Distribution-Policy.pdf

Considering the losses incurred, no dividend is proposed for the year.

TRANSFER TO RESERVES

No transfer to any reserve is proposed and accordingly, the entire balance available in the Statement of Profit and Loss is retained in it.

PLANT OPERATIONS

During the year under review, the Company re-commenced its Plant Operations/Grinding Operations from 12^th April, 2023 at its Sri Durga Cement Works and since, then the plant has been operating successfully. The company’s other Plant Visaka Cement Works (VCW) stopped the production operations, as the plant falls under city limits, making it difficult to run the plant.

STATUS OF MODERNISATION & EXPANSION PROJECT

Your board of directors at its meeting held on 24^th January, 2024 has approved a proposal for the modernization/expansion project to enhance the clinker manufacturing capacity from 1.65 MTPA to 2.30 MTPA and the cement grinding capacity from 1.82 MTPA to 3 MTPA and also to install a new 6 stage preheater system along with necessary modifications / replacement of the existing equipment’s to be in line with the enhanced facilities and to optimize the fuel cost at its plant situated at Dachepalli, Andhra Pradesh. The estimated cost of the project to implement the above said facilities will be around Rs. 47,069 lakhs and the same will be met through equity/internal accruals and borrowing from banks/institutions.

The new 6 stage preheater construction has been completed and commissioned on 23^rd October, 2025. With regard to the Cement Mill, civil works were under progress and complete building will be ready by May 2026. Fabrication works for ducting & bag filter were under progress. Main equipment’s for the project were ordered and Indigenous equipment’s & imported equipment’s will be received in phased manner before end of June, 2026. The modernization/expansion project expected to be completed by the end of September 2026.

Further, your Board of Directors at its meeting held on March 28, 2024 had also approved a proposal for raising funds for an amount not exceeding Rs.180 crores to part finance the above expansion and for upgradation as detailed above and also to achieve the Minimum Public shareholding of 25%, through Issue of Equity Shares of the Company on a Rights basis to the existing shareholders of the company in accordance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company has received the necessary approvals from the concerned authorities for the Rights Issue and was valid till December 16, 2025. Due to the prevailing capital market conditions, the company has not moved forward with the proposed fund raising through Rights Issue. Your company has taken the necessary steps during the year to fulfill the minimum public shareholding in accordance with the said regulations.

OFFER FOR SALE (OFS) BY THE HOLDING COMPANY

During FY 2025-26, Sagar Cements Limited, promoter of the company, made an Offer for Sale (OFS) of equity shares through the stock exchange mechanism in compliance with SEBI guidelines and Rule 19A of the Securities Contracts (Regulation) Rules, 1957. SCL has divested part of its holdings, thereby reducing its stake from 90% to 75%. Consequently, the public shareholding in ACL increased to 25%, enabling our company to achieve the mandated Minimum Public Shareholding (MPS) requirement within the stipulated time period.

The Board of Directors of the Company, at its meeting held on March 30, 2026, has accorded its in-principle approval for the merger of our Company with its Holding Company viz., Sagar Cements Limited, which will be subject to necessary approvals as may be required from the regulatories and other concerned authorities.

SHIFTING OF REGISTERED OFFICE

In terms of Sections 12(4), 12(5), 12(6) & 13(4) of the Companies Act, 2013 and other applicable provisions, if any, the shareholders of the company, by passing a Special Resolution at the 86^th Annual General Meeting held on 30^th June, 2025, approved for shifting of the registered office of the Company from Sri Durga Cements Works, Sri Durgapuram, Srinagar Post, Dachepalli Mandal, Guntur District, PIN-522414, Andhra Pradesh to Plot No. 111, Road No. 10, Jubilee Hills, Hyderabad - 500033, Telangana for the purpose of administrative and operational convenience.

Accordingly, necessary application was made to the Regional Director, Ministry of Corporate Affairs, Hyderabad, along with required documents for their approval for the shifting of Registered Office of the Company from the “State of Andhra Pradesh” to “State of Telangana”.

The Company has received an Order from the Regional Director, Hyderabad, Ministry of Corporate Affairs vide Order No: 24/RD (SER)/SEC-13(4)/AP to tG/2026/459, dated. May 4, 2026, approving the shifting of the Registered Office of the Company from the “State of Andhra Pradesh” to the “State of Telangana”.

The Board of Directors of the Company at its meeting held on 13^th May, 2026 noted the above said Order and accorded its approval for shifting of the registered office of the Company to Plot No. 111, Road No. 10, Jubilee Hills, Hyderabad - 500 033, Telangana, and filed the necessary e-forms with the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. S.Sreekanth Reddy will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himselves for re-appointment. Necessary resolutions seeking the approval of the member for the re-appointment have been incorporated in the notice of the annual general meeting of the company.

Except Mrs. S. Rachana, who is a director and major shareholder in R V Consulting Services Private Limited, whose transactions with the company have been reported under the related parties disclosure in the notes to the accounts, none of the other nonexecutive directors has had any pecuniary relationship or transactions with the company, other than the receipt of sitting fee for the meetings of the Board and Committees thereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

The company has received necessary declarations from all the Independent Directors of the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid down in Section 149(6) of the said Act and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year.

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.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

NUMBER OF MEETINGS OF THE BOARD

During the year 2025-26, six meetings of the board were held and the details of these meetings of the Board as well as its committees have been given in the corporate governance report, which forms part of the Annual Report.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance and of its committees as well as its individual directors, on the basis of criteria such as composition of the board/committee structure, effectiveness, process, information flow, functioning etc.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were on an arm’s length basis and in the ordinary course of business. During the year, the Company had entered into a contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at https://www.andhracements.com/ACL-Policy%20on%20Related%20Party%20 Transactions.pdf.

The details of Related Party Transactions as required under IND AS-24 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-A” to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS1. Statutory Auditors

M/s. B S R and Co, Chartered Accountants (Firm Registration No. 128510W), who were appointed as statutory Auditors’ of the company by the Shareholders at their 86^th Annual General Meeting held on June 30, 2025 for a term of five years will be holding their said office from the conclusion of the said Annual General Meeting till the conclusion of the 91^st Annual General Meeting to be held in the year 2030, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the said Auditors.

Auditors Report

The Auditors” Report does not contain any qualifications, reservations or adverse remarks and it is an unmodified one.

2. Cost Auditors

M/s. Narasimha Murthy & Co., Cost Accountants (FR No.000042), have been appointed as Cost Auditors of the company for the year ending 31^st March 2027. A resolution seeking shareholders’ approval for ratification of the remuneration payable to the said Cost Auditors has been included in the notice of the AGM.

The reports submitted by the Cost Auditors are duly filed with the appropriate authorities under Section 148 of the Companies Act, 2013.

3. Secretarial Auditors

M/s. B S S & Associates, practicing Company Secretaries (Firm Registration No. 3744) who were appointed as Secretarial Auditors’ of the Company by the Shareholders at their 86^th Annual General Meeting held on June 30, 2025 for a term of five years will be holding their said office from the conclusion of the said Annual General Meeting till the conclusion of the 91^st Annual General Meeting to be held in the year 2030, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the said Auditors.

Secretarial Auditors’ Report

In accordance with Section 204 (1) of the Companies Act, 2013, the report furnished by the Secretarial Auditors, who carried out the secretarial audit of the company under the said Section is given in the Annexure-B, which forms part of this report.

The said report does not contain any qualification reservation, or adverse remarks.

ANNUAL RETURN

The draft Annual Return in Form MGT-7 for the year ended 31^st March, 2026 is available on the Company’s website and link for the same is https://www.andhracements.com/ Investors.html.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements at appropriate places.

DISCLOSURE OF ACCOUNTING TREATMENT

The applicable Accounting Standards as notified from time to time under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2016 issued by the Ministry of Corporate Affairs, have been followed in preparation of the financial statements of the company.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The Risk Management Policy, which inter-alia:

a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.

b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.

The Risk Management policy of the Company is available at the Company’s website.

CORPORATE SOCIAL RESPONSIBILITY

In view of absence of required profit/net worth/turnover, the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance.

As required under Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report on operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your board of directors, to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no 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 for the year ended 31^st March, 2026 and the loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid proper internal financial controls to be followed by the company and such internal financial controls were adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act,

2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules,

2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower. Said policy is available on the Company’s website www.andhracements.in

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SEB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Auditors under Sub-Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.

STATE OF THE COMPANY’S AFFAIRS

The Company is actively engaged in the business of manufacturing of cement and clinker.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no change in the nature of business of the company.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no revision of financial statement or the Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company doesn’t have any subsidiaries or joint ventures or associate Companies during the year.

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

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no Companies which have become or ceased to be its subsidiaries, joint ventures or Associate Companies during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONSTHEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DEPOSITS

The company did not accept any deposits from public during the year.

DISCLOSURE ON DONATIONS TO POLITICAL PARTY

The company did not donate any amount to political parties during the FY 2026.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as “Annexure- C” in this report.

Disclosures 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 are provided as “Annexure- C” to this Report.

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

The particulars required under Section 134 (3) (m) of the Companies Act, 2013 have been provided in the Annexure-D, which forms part of this Report”.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Regarding the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, your company has an Internal Complaints Committee. No complaints were received or disposed of during the year under the above Act and no complaints were pending either at the beginning or at the end of the year. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate offices as well as at manufacturing units.

COMPLIANCE WITH THE DIGITAL PERSONAL DATA PROTECTION ACT, 2023

The Digital Personal Data Protection Act, 2023, enacted by Parliament and operationalised through the Digital Personal Data Protection Rules, 2025, establishes a comprehensive legal framework governing the collection, processing, storage and protection of personal data in India. As an organisation that processes personal data of its employees, contractual workers, vendors, dealers, logistics partners and other stakeholders in the ordinary course of business, the Company is a Data Fiduciary under the Act and bears direct accountability for the lawful, purposeful and secure handling of such data.

During the financial year under review, the Company has initiated a structured DPDPA compliance programme. Key steps undertaken include the mapping of personal data across operating departments, the designation of departmental Data Points of Contact, a review of vendor contracts to incorporate data protection clauses, and the establishment of internal incident reporting protocols. Awareness sessions have been conducted for management personnel across operating locations to embed data protection responsibilities at the operational level.

The Board of Directors regards compliance with the Act as an integral dimension of the Company''s governance framework and its commitment to responsible stewardship of stakeholder trust. The compliance programme will be reviewed and strengthened on a continuing basis, and the Company remains committed to building a culture of data responsibility across all levels of its organisation.

UTILIZATIONS OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

During the financial year 2025-26, no funds were raised through Rights Issue, Preferential Issue etc. and hence there is no requirement to provide any explanation as required under Regulation 32(4) of the SEBI (LODR) Regulations, 2015.

CREDIT RATING

Details of Credit Rating obtained by the company have been given in the Report on the Corporate Governance, which forms part of the Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The company’s policy on directors’ appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 have been disclosed in the corporate governance report.

Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the board has adopted a policy for nomination, remuneration and other related matters for directors and senior management personnel. A gist of the policy is available in the Corporate Governance Report.

FUTURE OUTLOOK, TREATS AND OPPORTUNITIES

Details relating to future outlook, treats and opportunities have been given in detail in the Management Discussion and Analysis Report, which is part of the Directors’ Report.

INSURANCE

All the properties of the Company have been adequately insured.

POLLUTION CONTROL

Your company is committed to keep the pollution at its plant with in the acceptable norms and as part of this commitment, it has, inter-alia, an adequate number of bag filters in the plant.

SUB COMMITTEES OF THE BOARD

The Board has an Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Relationship Committee and Risk Management Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance pursuant to Schedule V read with Regulation 34 of the SEBI Listing Regulations, which forms part of the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no such instance arose to transfer any amount to the Investor Education and Protection Fund.

SECRETARIAL STANDARDS

Your company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time and that such systems are found to be adequate and operating effectively.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been admitted or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

COMPLIANCE CERTIFICATE

A Certificate as stipulated under Schedule V (E) of the SEBI Listing Regulations from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with our report on Corporate Governance.

CAUTIONARY STATEMENT

Statement in this report and its annexures describing the company’s projections, expectations and hopes are forward looking. Though these are based on reasonable assumptions, their actual results may differ.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

The Directors of your Company are pleased to present the Eighty Sixth (86^th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

Summary of the financial results of the Company for the year under report are as under:

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

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 500 crores comprising of 40,00,00,000 equity Shares of Rs. 10/- each amounting to Rs. 400 crores and 1,00,00,000 preference Shares of Rs. 100/- each amounting to Rs. 100 crores.

PAID-UP SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2025 is Rs. 92,17,21,400/- divided into 9,21,72,140 Equity Shares of Rs. 10/- each.

During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employee''s stock option scheme expect the above allotments. Your Company has also not bought back its own shares during the period under review.

DIVIDEND

No Dividend is recommended in view of the losses during the year and non-availability of any carry forward surplus.

TRANSFER TO RESERVES

No transfer to any reserve is proposed in view of the losses during the year.

PLANT OPERATIONS

During the year under review, after successful implementation of Resolution Plan, the Company re-commenced its Plant Operations/Grinding Operations from 12^th April, 2023 at its Sri Durga Cement Works and the plant operating successfully and the company''s other Plant Visaka Cement Works (VCW) unable to operate during the year, as the plant falls under city limits, making it difficult to run the operations and logistic issues.

PROPOSED MODERNISATION & EXPANSION PROJECT

Your Board of Directors at its meeting held on 24^th January, 2024 has approved a proposal for the modernization/expansion project to enhance the clinker manufacturing capacity from 1.65 MTPA to 2.30 MTPA and the cement grinding capacity from 1.82 MTPA to 3 MTPA and also to install a new 6 stage preheater system along with necessary modifications / replacement of the existing equipment''s to be in line with the enhanced facilities and to optimize the fuel cost at its Dachepalli unit.

The new 6 stage preheater construction project work is under progress as per the schedule. With the casting of final slab of the preheater during first week of March 2025, entire civil works pertaining to the preheater got completed. The fabrication work is under progress as per the schedule and around 70% of the fabrication works pertaining to the preheater has been completed till date. The erection work is also taking place simultaneously and around 40% of the erection work has been completed till date. All core equipment''s related to the preheater has started reaching to the site. Based on the orders issued it is expected that all major equipment''s will reached the site shortly.

The estimated cost of the project to implement the above said facilities will be around Rs.47,401 lakhs and the same will be met through equity/internal accruals and borrowing from banks/institutions.

Further, your Board of Directors at its meeting held on March 28, 2024 had also approved a proposal for raising funds for an amount not exceeding Rs.180 crores to part finance the above expansion and for upgradation as detailed above and also to achieve the Minimum Public shareholding of 25%, through Issue of Equity Shares of the Company on a Rights basis to the existing shareholders of the company in accordance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company has received the necessary approvals from the concerned authorities for the Rights Issue and is valid till December 16, 2025.

Due to the prevailing capital market conditions, the company is not in a position to move forward with the proposed fund raising through Rights Issue. Your company will take necessary steps to initiate the rights issue to fulfill the minimum public shareholding within the stipulated time in accordance with the regulations.

FINANCIAL STATEMENTS

As per the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI LODR Regulations, Companies are required to prepare financial statements to be laid before the Annual General Meeting of the Company. Accordingly, the financial statements along with the Auditors'' Report thereon, forms part of this Annual Report.

As per section 136(1) of the Companies Act, 2013 the Financial Statements are available at the Company''s website i.e www.andhracements.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under report the following changes took place in the Board of the Company:

1. Mrs. S. Rachana, director is retiring by rotation at this AGM and eligible for re-appointment.

2. During the year under report, the Board met 6 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 14^th May, 2024, 18^th July, 2024, 28^th September, 2024, 23^rd October, 2024, 24^th January, 2025 and 28^th March, 2025.

3. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations.

4. Pursuant to the provisions of the Companies Act, 2013 and the SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

5. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. A gist of the policy is available in the Corporate Governance Report.

6. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. As required under Regulation 25(7) of the SEBI LODR Regulations, the Company has programmes for familiarization for the Independent Directors. The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, integrity, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(4) of The SEBI (LODR) Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the management and the board, performance of the Board as a whole and its Members and other required matters. Pursuant to Regulation 17(10) of THE SEBI (LODR) Regulations, Board of Directors have evaluated the performance of Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board/Committee Meetings.

The Company had formulated a code of conduct for the Directors and Senior Management personnel and the same has been complied.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had entered into a contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at https://www.andhracements.com/ACL-Policy%20on%20Related%20Party%20 Transactions.pdf.

The details of Related Party Transactions as required under IND AS-24 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-A” to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MAINTENANCE OF COST RECORDS

Cost records are required to be maintained by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, such accounts and records made and maintained.

AUDITORS1. Statutory Auditors

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) were appointed as Statutory Auditors of the Company, however they have tendered their resignation, which resulted into casual vacancy, the Board of Directors of the Company recommended appointment of M/s. B S R and Co, Chartered Accountants (Firm Registration No. 128510W) as Statutory Auditors of the

Company to fill the casual vacancy caused by the resignation of M/s. Deloitte Haskins & Sells, Chartered Accountants, to hold the office from 15-05-2025 until the conclusion of 86^th AGM. Accordingly, based on the recommendations of the Audit Committee, the Board has recommended for approval of the shareholder at the ensuing AGM, for the appointment of M/s. B S R and Co, Chartered Accountants (Firm Registration No. 128510W) as Statutory Auditors of the Company from 15-05-2025 till conclusion of this AGM and for a term of 5 years from the conclusion of 86^th AGM till the conclusion of the 91^st AGM. The resolution along with explanatory statement for statutory auditor appointment has been included in the Notice of ensuing Annual General Meeting.

2. Cost Auditors

The Board of Directors of the Company have on the recommendation of Audit Committee, appointed M/s. Narasimha Murthy & Co, Cost Accountants (Firm Regn No. 000042) Cost Auditors of the Company for the Financial Year 2025-26 for auditing the Cost Records relating to the product ‘Cement''. In this regard, they have submitted a certificate certifying their independence and their arm''s length relationship with the Company. The Resolution for ratification of their remuneration has been included in the Notice of the ensuing Annual General Meeting.

3. Secretarial Auditor

Secretarial Audit Report for the financial year ended on 31^st March, 2025, issued by M/s. B S S & Associates, Company Secretaries, in form MR-3 forms part of this report and marked as “Annexure-B”.

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

The Board of Directors of the Company have on the recommendation of Audit Committee, appointed M/s. B S S & Associates, Company Secretaries (Firm Registration No. 3744) as Secretarial Auditors of the Company for a term of 5 consecutive years with effect from the conclusion of this Annual General Meeting till the conclusion of the 91^st Annual General Meeting of the Company to be held in the year 2030. The Resolution for the appointment has been included in the Notice of the ensuing Annual General Meeting and other terms of appointment are disclosed as a part of the explanatory statement to the notice.

AUDITORS REPORT

The Auditors” Report does not contain any qualifications, reservations or adverse

remarks and it is an unmodified one.

ANNUAL RETURN

Annual Return in Form MGT-7 for the year ended 31^st March, 2025 is available on the

company''s website and link for the same is https://www.andhracements.com/

Annual%20Return-Form%20MGT-7%20-%202025.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, there were no Loans, Guarantees and Investments made/ given as per the provisions of Section 186 of the Companies Act, 2013.

SECURITIES OF THE COMPANY SUSPENDED FROM TRADING DURING THE FINANCIAL YEAR, IF ANY

During the year under review, Securities of the Company not suspended from trading. RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The Risk Management Policy, which inter-alia:

a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.

b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.

The Risk Management policy of the Company is available at the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

In view of absence of required profit/net worth/turnover, the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance.

As required under Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report on operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by MD and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31^st March, 2025 that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2025 and the loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act,

2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules,

2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower. Said policy is available on the companies web site: https://www.andhracements.com/ ACL-Whistle%20Blower%20Policy.pdf.

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SEB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Auditors under Sub-Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.

STATE OF THE COMPANY’S AFFAIRS

The Company is actively engaged in the business of manufacturing of cement and clinker.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no change in the nature of business and activities during the year. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no revision of financial statement or the Report.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company doesn''t have any subsidiaries or joint ventures or associate Companies during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act, is not applicable.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as “Annexure- C” in this report.

Disclosures 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 are provided as “Annexure- C” to this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (as per the notification dated 4^th September, 2015), is annexed herewith as “Annexure-D”

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year under review, no complaints were received by the Company.

UTILIZATIONS OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

During the financial year 2024-25, no funds were raised through Rights Issue, Preferential Issue etc.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action.

CREDIT RATING

The details w.r.t. Credit Rating have been given in the Report on the Corporate Governance, which forms part of the Annual Report.

FUTURE OUTLOOK, TREATS AND OPPORTUNITIES

Details relating to future outlook, treats and opportunities have been given in detail in the Management Discussion and Analysis Report, which is part of the Directors Report.

INSURANCE

All the properties of the Company have been adequately insured.

POLLUTION CONTROL

Your company is committed to keep the pollution at its plant with in the acceptable norms and as part of this commitment, it has, inter-alia, an adequate number of bag filters in the plant and comply with all required pollution control norms.

SUB COMMITTEES OF THE BOARD

The Board has an Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee and Risk Management Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance, which forms part of the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no such instance arose to transfer any amount to the Investor Education and Protection Fund.

DETAILS OF THE NODAL OFFICER

The Company has appointed a Nodal Officer under the provisions of IEPF Regulations, the details of which are available on the Company website at https:// www.andhracements.com/Nodal%20Officer%20Contact%20details.pdf.

SECRETARIAL STANDARDS

Your company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time and that such systems are found to be adequate and operating effectively.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been admitted or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

COMPLIANCE CERTIFICATE

A Certificate as stipulated under Schedule V (E) of the SEBI Listing Regulations from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with our report on Corporate Governance.

CAUTIONARY STATEMENT

Statement in this report and its annexures describing the company''s projections, expectations and hopes are forward looking. Though these are based on reasonable assumptions, their actual results may differ.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

The Directors of your Company are pleased to present the Eighty Fifth (85^th)Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

Summary of the financial results of the Company for the year under report are as under:

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

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 500 crores comprising of

40.00. 00.000 equity shares of Rs. 10/- each amounting to Rs. 400 crores and

1.00. 00.000 preference shares of Rs. 100/- each amounting to Rs. 100 crores.

PAID-UP SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2024 is Rs. 92,17,21,400/- divided into 9,21,72,140 equity shares of Rs. 10/- each.

During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employee’s stock option scheme expect the above allotments. Your Company has also not bought back its own shares during the period under review.

DIVIDEND

No Dividend is recommended in view of the losses during the year and non-availability of any carry forward surplus.

TRANSFER TO RESERVES

No transfer to any reserve is proposed in view of the losses during the year.

PLANT OPERATIONS

After successful implementation of Resolution Plan, the Company re-commenced its Plant Operations/Grinding Operations from 12^th April, 2023 at its Sri Durga Cement Works and the plant was operated successfully during the year and the company’s other Plant Visaka Cement Works (VCW) unable to operate during the year, as the plant falls under city limits making it difficult to run the operations and logistic issues.

PROPOSED MODERNISATION & EXPANSION PROJECT

Your Board of Directors at its meeting held on January 24, 2024 had approved a proposal for expansion for manufacturing capacity of clinker from 1.85 MTPA to 2.3 MTPA and the grinding capacity from 2.25 MTPA to 3.00 MTPA along with installation of a new 6 stage preheater system with necessary modifications/preplacement of the existing equipment to align with the proposed enhanced facilities and to optimize the fuel cost at its Dachepalli unit.

The estimated cost of the project to implement the above said facilities will be around Rs.47,069 lakhs and the same will be met through equity/internal accruals and borrowings from banks/institutions.

Further, your Board of Directors at its meeting held on March 28, 2024 had also approved a proposal for raising funds for an amount not exceeding t 180 crores to part finance the above expansion and for upgradation as detailed above and also to achieve the Minimum Public shareholding of 25%, which has to be in compliance with Rule 19A (5) of Securities Contracts (Regulation) Rules, 1957, through Issue of Equity Shares of the Company on a Rights basis to the existing shareholders of the company in accordance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Proposed Rights Issue is under process.

FINANCIAL STATEMENTS

As per the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI LODR Regulations, Companies are required to prepare financial statements to be laid before the Annual General Meeting of the Company. Accordingly, the financial statements along with the Auditors’ Report thereon, forms part of this Annual Report.

As per section 136(1) of the Companies Act, 2013 the Financial Statements are available at the Company’s website i.e www.andhracements.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under report the following changes took place in the Board of the Company:

1. Mr. Ravichandran Rajagopal was inducted as Independent Director (under Independent category) and Dr. S. Anand Reddy is appointed as Managing Director by the Board of Directors in their meeting held on 14^th April, 2023. Required resolutions for the appointment of Directors have been approved by the members at the 84^th Annual General Meeting held on 5^th June, 2023. Shri V.H.Ramakrishnan was appointed as an Independent Director by the members in the 84^th Annual General Meeting held on 5^th June, 2023. Dr. S.Anand Reddy, executive director is retiring by rotation at this AGM and eligible for re-appointment.

2. During the year under report, the Board Met 6 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 14.04.2023, 06.05.2023, 27.07.2023, 19.10.2023, 24.01.2024 and 28.03.2024.

3. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations.

4. Pursuant to the provisions of the Companies Act, 2013 and the SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

5. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. A gist of the policy is available in the Corporate Governance Report.

6. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. As required under Regulation 25(7) of the SEBI (LODR) Regulations, the Company has programmes for familiarization for the Independent Directors. The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, integrity, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(4) of the SEBI (LODR) Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the management and the board, performance of the Board as a whole and its Members and other required

matters. Pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, Board of Directors have evaluated the performance of Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board/Committee Meetings.

The Company had formulated a code of conduct for the Directors and Senior Management personnel and the same has been complied.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. During the year, the Company had entered into a contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at ^^.andhracements.com.

The details of Related Party Transactions as required under IND AS-24 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-A” to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MAINTENANCE OF COST RECORDS

Cost records are required to be maintained by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, such accounts and records made and maintained.

AUDITORS

1. Statutory Auditors

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, based on the recommendations of the Audit Committee, the Board had recommended and the shareholders approved the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company for a term of 5 years from the conclusion of 84^th AGM till the conclusion of the 89^th AGM to be held in the year 2028.

2. Cost Auditors

The Board of Directors of the Company have on the recommendation of Audit Committee, appointed M/s. Narasimha Murthy & Co, Cost Accountants (Firm Regn No. 000042) Cost Auditors of the Company for the Financial Year 2024-25

for auditing the Cost Records relating to the product ‘Cement’. In this regard, they have submitted a certificate certifying their independence and their arm’s length relationship with the Company. The Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

3. Secretarial Auditor

Secretarial Audit Report for the financial year ended on 31^st March, 2024, issued by M/s. BSS & Associates, Company Secretaries, in form MR-3 forms part of this report and marked as “Annexure-B”.

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

AUDITORS REPORT

The Auditors” Report does not contain any qualifications, reservations or adverse remarks and it is an unmodified one.

WEB ADDRESS, WHERE ANNUAL RETURN HAS BEEN PLACED

Annual Return in Form MGT-7 for the year ended 31^st March, 2024 is available on the company’s website and link for the same is https://www.andhracements.com/ Investors.html.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, there were no Loans, Guarantees and Investments made/given as per the provisions of Section 186 of the Companies Act, 2013.

SECURITIES OF THE COMPANY SUSPENDED FROM TRADING DURING THE FINANCIAL YEAR, IF ANY

During the year under review, Securities of the Company not suspended from trading but no trading from 3^rd March, 2023 due to announcement of record date for the capital reduction as per the Hon’ble NCLT Order dt. 16.02.2023 and re-commenced w.e.f. 10^th May, 2023.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The Risk Management Policy, which inter-alia:

a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.

b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.

The Risk Management policy of the Company is available at the Company’s website.

CORPORATE SOCIAL RESPONSIBILITY

In view of absence of required profit/net worth/turnover, the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance.

As required under Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report on operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by MD and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31^st March, 2024 that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2024 and the loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act,

2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules,

2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower. (^www.andhracements.com)

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SEB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Auditors under Sub-Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no change in the nature of business and activities during the year.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company doesn’t have any subsidiaries or joint ventures or associate Companies during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act, is not applicable.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as “Annexure- C” in this report.

Disclosures 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 are provided as “Annexure- C” to this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated underSection 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (as per the notification dated 4^th September, 2015), is annexed herewith as “Annexure-D”.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year under review, no complaints were received by the Company.

UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

During the financial year 2023-24, no funds were raised through Rights Issue, Preferential issue etc.

FUTURE OUTLOOK

GDP growth is expected to increase in the year 2024-25. However, there are several uncertainties which can have an impact in the projected GDP. The outlook of oil prices continue to be hazy both on upside and downside. It is expected that the demand for cement would increase and will grow to a higher level for the financial year 2024-25. Our plant is fully equipped and supported with grinding unit at strategic location. Our company will be able to make suitable measures to take advantage of the present economic momentum in the coming years.

THREATS

The Sanctions importunes on countries from where India is imposing maximum crude would adversely affect the fuel price, which would have negative impact on our manufacturing and transportation cost. The Mines and Minerals (Development & Regulation) Amendment Act, 2015, (MMDR) has made the Limestone as a notified mineral. Pursuant to the amendment act, grant of mining lease for all notified minerals shall be through public auction process by the respective State Governments. Since, several State Governments do not have the required geological data of availability of the reserves and they are not able to proceed with the auction. This is delaying the process of getting fresh mining leases allotted.

OPPORTUNITIES

The Company’s products have always been perceived to possess superior quality standards in the market and the company has been enjoying a high-level customer satisfaction index. Hence, products will be sold at higher profitability and revenue.

INSURANCE

All the properties of the Company have been adequately insured.

POLLUTION CONTROL

Your company is committed to keep the pollution at its plant with in the acceptable norms and as part of this commitment, it has, inter-alia, an adequate number of bag filters in the plant.

SUB COMMITTEES OF THE BOARD

The Board has an Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Relationship Committee, Risk Management Committee and Rights Issue Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance, which forms part of the Annual Report.

CREDIT RATING

Details of Credit Ratings obtained by the Company have been given in the corporate governance report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no such instance arose to transfer any amount to the Investor Education and Protection Fund.

SECRETARIAL STANDARDS

Your company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time and that such systems are found to be adequate and operating effectively.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been admitted or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

COMPLIANCE CERTIFICATE

A Certificate as stipulated under Schedule V (E) of the SEBI Listing Regulations from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with our report on Corporate Governance.

CAUTIONARY STATEMENT

Statement in this report and its annexures describing the company’s projections, expectations and hopes are forward looking. Though these are based on reasonable assumptions, their actual results may differ.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

For and on behalf of the Board K.V. VISHNU RAJU

Place: Hyderabad Chairman

Date: May 14, 2024 (DIN: 00480361)

The Directors of your Company are pleased to present the Eighty Fourth (84^th)Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS

Summary of the financial results of the Company for the year under report are as under:

THE DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

CORPORATE INSOLVENCY RESOLUTION PROCESS

The Hon''ble NCLT, Amaravati Bench, vide its Order dated 16^th February, 2023 approved the Resolution Plan submitted by the Resolution Applicant, Sagar Cements Limited.

The Resolution Applicant, Sagar Cements Limited upon successful implementation of the Resolution Plan took over the control of the management and ownership of the Company and by virtue of which your company has become subsidiary of Sagar

Cements Limited. The reconstituted Board reflects the control of the Company''s Management by Sagar Cements Limited by appointing their Nominees as Directors.

A new Board was constituted on 7^th March, 2023 (Re-constituted Board) (and the Independent Directors were appointed on 23.03.2023) and new Management was put in place, in accordance with provisions of the IBC and NCLT Order. The approved Resolution Plan is binding on the Company and its employees, creditors, guarantors and other stakeholders involved.

Members may kindly note that, for the financial year under review, the Directors of the Re-constituted Board (Directors) were in office from 7^th March, 2023, to which this report primarily pertains. During the CIRP which commenced from 26^th April, 2022 to 16^thFebruary, 2023, the Resolution Professional (RP) was entrusted with the management of the affairs of the Company.

This report was prepared by the reconstituted board in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR'').

The erstwhile Board consisted of Shri. K.V Rajendran, Shri. Pankaj Gaur, Shri. Naveen Kumar Singh, Shri. Suresh Chand Rathi, Shri. S.D. Nailwal and Smt. Manju Sharma ceased to be Directors of the Company w.e.f. 7^th March, 2023 without any further action.

The Board of Directors of the Company was re-constituted and as on the date of this Report, the Company consists of the following Directors.

subject to the approval of the members in the 84^th Annual General Meeting Silent features of the approved Resolution Plan and implemented during the financial year under review are as follows:

The CIRP under the Insolvency and Bankruptcy Code, 2016 initiated on 26^th April, 2022. The National Company Law Tribunal (NCLT), Amaravati Bench, vide its order dated 16^th February, 2023 approved the Resolution Plan submitted by SAGAR CEMENTS LIMITED, which inter alia resulted in the following:

a) Extinguishment of 20,17,41,371 equity shares of Rs. 10/- each held by the erstwhile promoters.

b) Reduction of Capital of 9,17,79,121 equity shares of Rs. 10/- each held by the public (Non-Promoter) to the extent of 95% of their holdings and issued 46,08,607 new equity shares of Rs. 10/- each fully paid-up, in terms of the Resolution Plan. The Company issued 8,75,63,533 equity shares of Rs. 10/- at a premium of Rs. 26.80/- per share to the Resolution Applicant viz., Sagar Cements Limited, which constitute 95% of the post issue share capital of the company.

c) Fractional entitlement of equity shares 0.5 or more, rounding off to next higher integer. Further, every shareholder holding 19 or less equity shares of the company on Record Date (03-03-2023) has allotted one equity share.

d) Settlement of debts of financial creditors amounting to Rs. 725,89,33,418/-

e) Settlement of Employees and workmen amounting to Rs. 8,27,18,455/-

f) Settlement of Operational Creditors (other than Employees and workmen) for a sum of Rs. 9,34,76,068/- payable by the Company and extinguishment of other current and non-current liabilities standing as on the commencement of CIRP

g) Extinguishment of all contingent liabilities, commitments and other claims and obligations including all taxes and other government dues standing as on the commencement of CIRP

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

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.500 crores comprising of

40.00. 00.000 Equity Shares of Rs. 10/- each amounting to Rs.400 crores and

1.00. 00.000 Preference Shares of Rs. 100/- each amounting to Rs.100 crores.

PAID-UP SHARE CAPITAL

In terms of the Resolution Plan as approved by the Hon''ble NCLT Amaravati Bench, vide its Order dated 16-02-2023, the existing Promoter Shareholding was extinguished and their shareholding stands cancelled and the existing Public Shareholding was reduced to the extent of 95% and allotted 46,08,607 new equity shares of Rs. 10/-each, on 07-03-2023. Further, the Company has issued and allotted 8,75,63,533 equity shares of Rs. 10/- each at a premium of Rs. 26.80/- per share on 23-03-2023 to the Resolution Applicant viz, Sagar Cements Limited, as per the approved Resolution Plan on a preferential basis. Consequent to the above Preferencial issue the paid-up equity share capital of the Company as at 31^st March, 2023 is Rs. 92,17,21,400/-divided in to 9,21,72,140 Equity Shares of Rs. 10/- each.

During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employee''s stock option scheme expect the above allotments. Your Company has also not bought back its own shares during the period under review.

DIVIDEND

No Dividend is recommended in view of the losses during the year and non-availability of any carry forward surplus.

TRANSFER TO RESERVES

No transfer to any reserve is proposed during the year.

PLANT OPERATIONS

During the year under review, Company''s plants viz, Durga Cement Works (DCW) and Visaka Cement Works (VCW) were not operated due to operational constraints. Further, the plant operations of the Company are at halt due to shortage of working capital and consequential attachment of stocks and bank accounts of the Company by the GST authorities and Power disconnection by the concerned Electricity Board. The Company was under the process of Corporate Insolvency Resolution Process as per the NCLT Order dated 26^th April, 2022.

After successful implementation of Resolution Plan, the Company re-commenced its Plant Operations/Grinding Operations from 12^th April, 2023 at its Durga Cement Works,

FINANCIAL STATEMENTS

As per the provisions of the Companies Act, 2013 and Regulation 34 of LODR, Companies are required to prepare financial statements to be laid before the Annual General Meeting of the Company. Accordingly, the financial statements along with the Auditors'' Report thereon, forms part of this Annual Report.

As per section 136(1) of the Companies Act, 2013 the Financial Statements are available at the Company''s website i.e www.andhracements.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under report the following changes took place in the Board of the Company:

1. In term of the Resolution Plan as approved by the NCLT Order dt. 16-02-2023, the exiting Board was suspended and all the Directors were ceased to be a Directors of the Company, without any action from their end. The Board was re-constituted on 7^th March, 2023 by induction of Dr. S. Anand Reddy, Shri. S. Sreekanth Reddy and Smt. S. Rachana as Additional Directors and Shri.K.Prasad as CFO of the Company. Subsequently the newly constituted Board appointed Shri. K.V. Vishnu Raju and Smt. O. Rekha as Additional Directors (under Independent category) on 23^rd March, 2023, and Shri. Ravichandran Rajagopal was inducted as an Additional Director (under Independent category)on 14^th April, 2023. Subject to members approval Dr. S. Anand Reddy is appointed as Managing Director. Required resolutions for the appointment of Directors have been included in the notice of the Annual General Meeting seeking approval of the members.

2. During the year under report, the Board Meet 6 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 30.05.2022, 22.07.2022, 03.11.2022, 09-02-2023, 07.03.2023 and 23.03.2023.

3. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the LODR.

4. Pursuant to the provisions of the Companies Act, 2013 and LODR, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

5. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. A gist of the policy is available in the Corporate Governance Report.

6. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. As required under Regulation 25(7) of LODR, the Company has programmes for familiarization for the Independent Directors. The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the management and the board, performance of the Board as a whole and its Members and other required matters. Pursuant to Regulation 17(10) of LODR Board of Directors have evaluated the performance of the Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board/Committee Meetings.

The Company had formulated a code of conduct for the Directors and Senior Management personnel and the same has been complied.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at www.andhracements.com.

The details of Related Party Transactions as required under IND AS-24 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-A” to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations, except the Order passed by the Hon''ble NCLT Amaravati Bench, Hyderabad dated 26.04.2022 for the Commencement of Corporate Insolvency Resolution Process (CIRP) and appointment of RP and later the Hon''ble NCLT Amaravati Bench, approved the Resolution Plan submitted the Resolution Applicant viz, Sagar Cements Limited, vide Order dated 16^th February, 2023. These two orders are available on the Company''s website at www.andhracements.com.

MAINTENANCE OF COST RECORDS

Cost records are required to be maintained by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, such accounts and records made and maintained.

AUDITORS

1. Statutory Auditors

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Dass Gupta & Associates, Chartered Accountants (Firm Registration No. 000112N), were appointed as Statutory Auditors of the Company, however they have tendered their resignation, thus resulted into casual vacancy, the Board of Directors of the Company recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) as Statutory Auditors of the Company to fill the casual vacancy caused by M/s. Dass Gupta & Associates, to hold the office from 06.05.2023 until the conclusion of this AGM. Accordingly, based on the recommendations of the Audit Committee, the Board has recommended for approval of the shareholders at the ensuing AGM, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company for a term of 5 years from the conclusion of this AGM till the conclusion of the 89^th AGM to be held in the year 2028. The resolution along with explanatory statement for statutory auditors appointment has been included in the Notice of ensuing Annual General Meeting.

The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their appointment, if appointed, would be in accordance with the conditions as prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.

2. Cost Auditors

The Board of Directors of the Company on the recommendation of Audit Committee, appointed M/s. Narasimha Murthy & Co, Cost Accountants (Firm Regn No. 000042) for the Financial Year 2023-24 for auditing the Cost Records relating to the product ‘Cement''. In this regard, they have submitted a certificate certifying their independence and their arm''s length relationship with the

Company. The Resolution for ratification of their remuneration has been included in the Notice of ensuing Annual General Meeting.

3. Secretarial Auditor

Secretarial Audit Report for the financial year ended on 31^st March, 2023, issued by M/s. Savita Jyoti Associates, Company Secretaries, in form MR-3 forms part of this report and marked as “Annexure-B”.

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on recommendations of the Audit Committee, the Board has appointed M/s. BSS & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024.

AUDITORS REPORT

The auditors'' report does not contain any qualifications, reservations or adverse remarks and it is an unmodified one.

WEB ADDRESS, WHERE ANNUAL RETURN HAS BEEN PLACED

Annual Return in Form MGT-7 for the year ended 31^st March, 2023 is available on the company''s website and link for the same is https://www.andhracements.com/ Investors.html.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, there were no Loans, Guarantees and Investments made/given as per the provisions of Section 186 of the Companies Act, 2013.

SECURITIES OF THE COMPANY SUSPENDED FROM TRADING DURING THE FINANCIAL YEAR, IF ANY

During the year under review, Securities of the Company not suspended from Trading, except at the stage of Capital Reduction in terms of the NCLT Order dated 16.02.2023.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The Risk Management Policy, which inter-alia:

a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.

b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.

The Risk Management policy of the Company is available at the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

In view of absence of required profit/net worth/turnover, the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance.

As required under Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report on operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by MD and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31^st March, 2023 that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2023 and the profit of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systemswere adequate and operating effectively.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act,

2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules,

2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower. (www.andhracements.com)

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SEB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Auditors under Sub-Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business and activities during the year.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company doesn''t have any subsidiaries or joint ventures or associate Companies during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing

remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as “Annexure- C” in this report.

Disclosures 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 are provided as “Annexure- C” to this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (as per the notification dated 4^th September, 2015), is annexed herewith as “Annexure-D”.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Company.

FUTURE OUTLOOK

GDP growth is expected to increase in the year 2023-24. However, there are several uncertainties which can have an impact in the projected GDP The outlook of oil prices continue to be hazy both on upside and downside. It is expected that the demand for cement would increase and will grow to a higherfor the financial year 2023-24. Our plants are fully equipped and supported with grinding units at strategic locations. Our company will be able to make suitable measures to take advantage of the present economic momentum in the coming years.

THREATS

The Sanctions imposed on countries from where India is imposing maximum crude would adversely affect the fuel price, which would have negative impact on our manufacturing and transportation cost. The Mines and Minerals (Development & Regulation) Amendment Act, 2015, (MMDR) has made the Limestone as a notified mineral. Pursuant to the amendment act, grant of mining lease for all notified minerals shall be through public auction process by the respective State Governments. Since, several State Governments do not have the required geological data of availability of the reserves and they are not able to proceed with the auction. This is delaying the process of getting fresh mining leases allotted.

OPPORTUNITIES

The Company''s products have always been perceived to possess superior quality standards in the market and the company has been enjoying a high-level customer satisfaction index. Hence, products will be sold at higher profitability and revenue.

INSURANCE

All the properties of the Company have been adequately insured.

POLLUTION CONTROL

Your Company is committed to keep the pollution at its plant within the acceptable norms and as part of this commitment, it has, interalia, an adequate number of bag filters in the plant.

SUB COMMITTEES OF THE BOARD

The Board has an Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Risk Management Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance, which forms part of the Annual Report.

COMPLIANCE CERTIFICATE

A certificate as stipulated under Schedule V (E) of the SEBI Listing Regulations from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with our report on Corporate Governance.

CAUTIONARY STATEMENT

Statements in this report and its annexures describing the company''s projections, expectations and hopes are forward looking. Though these are based on reasonable assumptions, their actual results may differ.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

For and on behalf of the Board K.V. VISHNU RAJU

Place: Hyderabad Chairman

Date: May 6, 2023 (DIN: 00480361)

To,

The Members

The Directors of your Company are pleased to present the Seventy Ninth Annual Report together with the Audited Accounts of the Company for the Year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

Summary of the financial results of the Company for the year under report are as under:

(Rs. in lakhs)

1. SHARE CAPITAL

The paid up equity share capital as at 31^st March, 2018 is Rs. 293.52 lakhs. During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme. Your Company has also not bought back its own shares during the period under review.

2. DIVIDEND

No Dividend is recommended in view of the loss during the year and non-availability of any carry forward surplus.

3. OPERATIONS

During the year under review, Company’s both the plants viz, Durga Cement Works (DCW) and Visaka Cement Works (VCW) were operational and produced Clinker and Cement. The Company has commissioned its 30 MW Captive Power Plant (CPP) situated at Durga Cement Works.

During the year under review, the Company sold its surplus and un-utilised land situated at Jayanthipuram village, Jaggayyapet Mandal, Krishhna District, (AP) and the proceeds were utilised for the operations of the Company.

4. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

During the year under report the following changes took place in the Board of the Company:

1. Shri S. K. Mandal ceased to be Managing Directorand Director of the Company w.e.f. August 10, 2017 as 3 years term of appointment from 11.08.2014 to 10.08.2017 was completed and he had not opted for re-appointment.

2. Shri Ram Bahadur Singh and Smt. Manju Sharma, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

3. Shri Harish K. Vaid, Director of the Company submitted his resignation and ceased to be a Director of the Company w.e.f. 22nd November, 2017.

4. Shri Naveen Kumar Singh, Director, has been appointed as Chief Executive Officer (CEO) of the Company w.e.f 28th March, 2018.

5. During the year under report, the Board Meet 5 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 27th May, 2017, 5th August, 2017, 27th September, 2017, 14th November, 2017 and 3rd February, 2018.

6. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

8. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. Brief features of the said Policy are:

a.) Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of Director;

b.) Nomination and Remuneration Committee shall identity persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management Position;

c.) While selecting Independent Directors, the Nomination and Remuneration Committee shall identity persons of integrity who possess relevant expertise and experience required for the position;

d.) Non-executive/Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof, as amount as may be approved by the Board of Directors within the limits prescribed under the Companies Act, 2013 and the rules made thereunder, provided that the amount of such fees shall not exceed ‘ One lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. The sitting fee for Independent Directors and Women Directors shall not be less than the sitting fee payable to other Directors;

e.) An Independent Director shall not be entitled to any stock option of the Company;

f.) Other employees of the Company shall be paid remuneration as per the Company’s HR policies. The breakup of the pay scale and quantum of perquisites including employer’s contribution to PF, pension scheme, medical expenses, etc. shall be as per the Company’s HR Policy.

The Company shall reimburse actual expenditure incurred by the Directors in the performance of their duties as per the rules and policies of the Company.

Remuneration of other employees shall be reviewed/decided on an annual basis or earlier if deemed necessary, based on performance appraisal of individual employees taking into account several factors such as job profile, qualifications, seniority, experience, commitment including time commitment, performance and their roles and duties in the organization.

g) The age, term of appointment and retirement of Managing Director/Whole-time Director shall be determined in accordance with the provisions of Companies Act, 2013 read with Rules made thereunder;

h) Managing Director/Whole-time Director and Key Managerial Personnel shall be paid the remuneration within the overall limit prescribed under the Companies Act, 2013 and the Rules made thereunder as recommended by the Nomination and Remuneration Committee subject to the approval of the Board;

i) The Company shall provide suitable training to Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the company operates, business model of the Company etc;

5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at www.andhracemens.com.

The details of Related Party Transactions as required under Indian Accounting Standard (Ind AS) - 24 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-A” to this Report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

7. AUDITORS

7.1 Statutory Auditors

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Chaturvedi & Partners, Chartered Accountants (Firm Registration No. 307068E), were appointed as Statutory Auditors of the Company in the 75^th Annual General Meeting (AGM) for a period of Five consecutive years till the conclusion of 80th AGM of the Company to be held in the year 2019. The appointment of Statutory Auditors has to be ratified at every AGM. The Statutory Auditors, being eligible, offer themselves for re-appointment. The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their appointment, if ratified, would be in accordance with the conditions as prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board has recommended the ratification of appointment of M/s. Chaturvedi & Partners, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2018-19 and to hold office till the conclusion of the Eightieth Annual General Meeting to be held in the year 2019, subject to ratification of their appointment in every AGM.

7.2 Cost Auditors

For the Financial Year 2018-19, the Board of Directors of the Company have on the recommendation of Audit Committee, appointed M/s. J.K. Kabra & Associates, Cost Accountants (Firm Regn No. 00009) Cost Auditors of the Company for auditing the Cost Records relating to the product ‘Cement’. In this regard, they have submitted a certificate certifying their independence and their arms length relationship with the Company. The Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

7.3 Secretarial Auditor

Secretarial Audit Report for the financial year ended on 31st March, 2018, issued by M/s. Savita Jyoti Associates, Company Secretaries, in form MR-3 forms part of this report and marked as “Annexure-B”.

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on recommendations of the Audit Committee, the Board has appointed M/s. Savita Jyoti Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2019.

7.4 Internal Auditor

The Board on recommendations of Audit Committee has appointed M/s Doogar & Associates, Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2018-19.

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) of the Companies Act,2013, Extract of the Annual Return for the year ended 31^st March, 2018 made under provisions of Section 92(3) of the Act is attached as “Annexure-C” which forms part of this Report.

9. PARTICULARS OF LOANS, Guarantees AND INVESTMENTS

During the year under review, there were no Loans, Guarantees and Investments made/given as per the provisions of Section 186 of the Companies Act, 2013.

10. RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The Risk Management Policy, which inter-alia:

a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.

b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.

11. CORPORATE SOCIAL RESPONSIBILITY

In view of absence of required profit/net worth/turnover, the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

12. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3) (i) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the year and date of this report.

13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance.

As required under Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report on operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by CEO and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31^st March, 2018 that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31st March, 2018 and the loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower. (www. andhracements.com)

16. INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

However, In accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the year Fixed Deposit claims were received and settled.

As per the provisions of Section 125 of the Companies Act, 2013, the Company is in the process to transfer the Unclaimed Amount to the ‘Investor Education and Protection Fund.

18. REDEMPTION OF PREFERENCE SHARES

The payment against these shares are being made as and when claimed by the holders. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. No claims were received during the year. There is no liability for the dividend on these shares.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as ‘‘Annexure- D (I)” in this report.

Disclosures 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 are provided as “Annexure- D (II)” to this Report.

20. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (as per the notification dated 4^th September, 2015), is annexed herewith as “Annexure-E”.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Company.

22. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

For and on behalf of the Board

K.N. BHANDARI

Place: New Delhi Chairman

Date: 30^th May, 2018 [DIN: 00191219]

The Directors of your Company are pleased to present the Seventy Sixth Annual Report together with the Audited Accounts of the Company for the 15 months period ended 30th June, 2015.

FINANCIAL HIGHLIGHTS

The working results of the Company for the period under report are as under:

(Rs, in lakhs)

Current period Previous Year 2014-15 2013-14 (15 months) (12 months)

Net Sales 27802 -

Other Income 906 308.92

PBIDT 3327 (1175.83)

Finance Cost 6246 788.48

Depreciation 2519 249.43

Profit/(Loss) before (5438) (2213.74)

exceptional Items

Profit/(Loss) before Tax (9891) (2213.74)

Deferred Tax - 5607.63

Net Profit / (Loss) (9889) (7821.37)

1. PLANTS AND OPERATIONS

During the period under review, Company's both the plants viz, Durga Cement Works (DCW) and Visakha Cement Works (VCW) commenced commercial operations with effect from 1st December, 2014. However, due to some pending minor balance works, the plants could not operate in full swing during the period. CPP (30MW) project works were under progress and nearing completion.

2. SHARE CAPITAL

The paid up equity share capital as at 30th June, 2015 is Rs. 293,52 lacs. During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme. Your Company has not bought back its own shares during the period under review.

3. DIVIDEND

In view of the absence of sufficient net Profit during the period under review, the Directors regret their inability to recommend any dividend.

4. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

During the period under report the following changes took place in the Board of the Company:

1. As already reported in the 75th Annual Report for the Financial Year 2013-14, Shri Sujit Kumar Mandal, appointed as Managing Director of the Company with effect from 11th August, 2014 and his appointment was approved by the members in the 75th Annual General Meeting held on 30th September, 2014.

During the period under review, in view of the restrictions on the maximum number of Directorships under the Companies Act, 2013, Shri Manoj Gaur resigned as Director / Chairman of the Company w.e.f 9th August, 2014. The Board places on record its appreciation for the valuable contribution and leadership provided by Shri Manoj Gaur in revival and rehabilitation of the plants of the Company. Shri K.N. Bhandari, Independent Director has been elected as Chairman of the Company w.e.f 11th August, 2014.

2. Shri Harish K. Vaid and Shri V.K Jain, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

3. During the period under report, the Board Meet 6 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 26th May, 2014, 11th August, 2014, 30th September, 2014, 12th November, 2014, 11th February, 2015 and 13th May, 2015.

4. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

5. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

6. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 & Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has confirmed and noted Shri Sujit Kumar Mandal, Managing Director & CEO, Shri A.K. Agrawal, CFO and Shri G. Tirupati Rao, General Manager (Legal) & Company Secretary as Key Managerial Personnel of the Company.

7. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. Brief features of the said Policy are:

a) Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of Director;

b) Nomination and Remuneration Committee shall identity persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management Position;

c) While selecting Independent Directors, the Nomination and Remuneration Committee shall identity persons of integrity who possess relevant expertise and experience required for the position;

d) Non-executive/Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof, as amount as may be approved by the Board of Directors within the limits prescribed under the Companies Act, 2013 and the rules made there under, provided that the amount of such fees shall not exceed Rs. One lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. The sitting fee for Independent Directors and Women Directors shall not be less than the sitting fee payable to other Directors;

e) An Independent Director shall not be entitled to any stock option of the Company;

f) Other employees of the Company shall be paid remuneration as per the Company's HR policies. The breakup of the pay scale and quantum of perquisites including employer's contribution to PF, pension scheme, medical expenses, etc. shall be as per the Company's HR Policy.

The Company shall reimburse actual expenditure incurred by the Directors in the performance of their duties as per the rules and policies of the Company.

Remuneration of other employees shall be reviewed/decided on an annual basis or earlier if deemed necessary, based on performance appraisal of individual employees taking into account several factors such as job profile, qualifications, seniority, experience, commitment including time commitment, performance and their roles and duties in the organization.

g) The age, term of appointment and retirement of Managing Director/Whole-time Director shall be determined in accordance with the provisions of Companies Act, 2013 read with Rules made there under;

h) Managing Director/Whole-time Director and Key Managerial Personnel shall be paid the remuneration within the overall limit prescribed under the Companies Act, 2013 and the Rules made there under as recommended by the Nomination and Remuneration Committee subject to the approval of the Board;

i) The Company shall provide suitable training to Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the company operates, business model of the Company etc;

5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the period, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at www.andhracements.com

The details of Related Party Transactions as required under Accounting Standard – 18 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-A" to this Report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

7. AUDITORS

7.1 Statutory Auditors

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Chaturvedi & Parterns, Chartered Accountants (Firm Registration No. 307068E), were appointed as Statutory Auditors of the Company in the last Annual General Meeting (AGM) for a period of Five consecutive years till the conclusion of Eightieth AGM of the Company to be held in the year 2019. The appointment of Statutory Auditors has to be ratified at every AGM. The Statutory Auditors, being eligible, offer themselves for re-appointment. The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their reappointment, if made, would be in accordance with the conditions as may be prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board has recommended the ratification of appointment of M/s. Chaturvedi & Patterns, Chartered Accountants as Statutory Auditors of the Company to hold office till the conclusion of the Eightieth Annual General Meeting to be held in the year 2019, subject to ratification of their appointment in every AGM.

7.2 Cost Auditors

Since the production at both the plants of the Company had commenced with effect from 1st December, 2014, Cost Auditor was not required to be appointed to conduct the Cost Audit for the 15 months period ended 30th June, 2015. However, for the financial year 2015-16, the Company is required to appoint Cost Auditors as per the provisions of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.

For the Financial Year 2015-16, the Board of Directors of the Company have on the recommendation of Audit Committee, appointed M/s. J.K. Kabra & Associates, Cost Auditors of the Company for auditing the Cost Records relating to the product 'Cement' and the Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

7.3 Secretarial Audit

Secretarial Audit Report for the financial period ended 30th June, 2015, issued by M/S. Savita Jyoti Associates, Company Secretaries, in form MR-3 forms part of this report and marked as

"Annexure-B".

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed M/s. Savita Jyoti Associates, a frm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2016.

7.4 Internal Auditor

The Board on the recommendations of the Audit Committee, has appointed M/s. Lodha & Co., Chartered Accountants, as internal Auditors of the Company for the financial year 2015-16.

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the 15 months period ended 30th June, 2015 made under provisions of Section 92(3) of the Act is attached as "Annexure-C" which forms part of this Report.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the period under review, there were no Loans, Guarantees and Investments made/given as per the provisions of Section 186 of the Companies Act, 2013.

10. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formulated a Risk Management Policy. The Risk Management Policy inter-alia:

a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.

b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.

11. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) not applicable to the Company, due to absence of required net Profit/turnover.

12. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3) (i) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the 15 months period and date of this report.

13. CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by CEO and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the 15 months period ended 30th June, 2015:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) that the Directors had, in consultation with the Statutory Auditors, 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 for the 15 months period ended 30th June, 2015 and the loss of the Company for that period;

c) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis;

e) that the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f) that Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower.

16. INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

However, in accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the period No Fixed Deposit claims were settled.

18. REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as "Annexure- D (I)" in this report.

Disclosures 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 are provided as "Annexure- D (II)" to this Report.

20. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-e".

21. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

For and on behalf of the Board

K.N. BHANDARI

Place : Noida Chairman

Date : 28th August, 2015 [DIN: 00191219]

The Members,

The Directors have pleasure in presenting the 75th Annual Report and the Audited Accounts of your Company for the year ended 31st March 2014.

FINANCIAL Results

(Rs. in Lacs)

Current Year Previous Year 2013-14 2012-13

Gross Sales - -

Net Sales - -

Other Income 308.92 530.13

PBIDT (1175.83) (2645.76)

Finance Cost 788.48 620.63

Depreciation 249.43 136.23

Profit/(Loss) before (2213.74) (3402.62) exceptional items

Profit/(Loss) before Tax (2213.74) (3402.62)

Deferred Tax 5607.63 (1334.16)

Net Profit/(Loss) (7821.37) (2068.46)

dividend

In view of the absence of operations during the period under review, the Directors regret their inability to recommend any dividend.

SHARE CAPITAL

During the year under report, there was no change in the Paid-up Equity Share Capital of the Company.

Thus, as on March 31, 2014 the Paid-up Capital of the Company stood at Rs. 293,52,04,920/- divided in to 29,35,20,492 Equity Shares of Rs. 10/- each.

operations

During the year under review, Durga Cement Works (DCW) and Visakha Cement Works (VCW) plants of the Company commenced trail run. However, due to the power holiday imposed by the State Government, the plants could not continue trail runs in full swing.

outlook

After taking over of management in February, 2012 by the new Promoters (Jaypee Group) and infusion of funds, the work on revival of the Plant operations started in its right earnest. The commercial production of the Cement is expected to be commenced during the current Financial Year. Thus, the future outlook for the Company is bright.

DIRECTORATE

During the year under Report, Shri B.K. Taparia ceased to be Director of the Company w.e.f. 5th September, 2013, due to his untimely death in an accident.

The Board places on record its appreciation for the invaluable contribution of late Shri B.K. Taparia during his tenure as Director and pays rich tributes to his humane qualities.

In view of the restrictions on the maximum number of Directorships under the Companies Act, 2013, Shri Manoj Gaur resigned as Director/Chairman of the Company w.e.f 9th August, 2014. The Board places on record its appreciation for the valuable contribution and leadership provided by Shri Manoj Gaur in revival and rehabilitation of the plants of the Company.

Shri K. N. Bhandari, Independent Director has been elected as Chairman of the Company w.e.f 11th August, 2014.

Shri Sujit Kumar Mandal, was co-opted on the Board as additional Director and also appointed as Managing Director of the Company with effect from 11th August, 2014. His appointment/confirmation as Director/Managing Director has been included in the Notice convening the ensuing Annual General Meeting.

Shri Pankaj Gaur and Shri Naveen Kumar Singh, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, Shri K.N. Bhandari, Shri S.D.M. Nagpal, Shri R.K. Pandey and Shri Ravi ndra Kumar Singh are proposed to be appointed as Independent Directors, for a term of three consecutive years from 30th September, 2014 to 29th September, 2017. The resolutions in respect of appointment of each of such Independent Directors have been included in the notice convening ensuing Annual General Meeting.

auditors

Statutory Auditors:

M/s. Chaturvedi & Partners, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting (AGM) and, being eligible, offer themselves for re-appointment.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the Auditors to the effect that their appointment, if made, would be in conformity with the limits specified in Section 141 (3)(g) of the Companies Act,

2013 and they fulfill the criteria laid down under Section 141 of the Companies Act, 2013.

Further, a Resolution has been included in the notice for ensuing AGM for their appointment as Statutory Auditors of the Company for a continuous period of 5 years, from the conclusion of this AGM till the conclusion of 80th AGM of the Company to be held in the year 2019, subject to ratification at every subsequent AGM.

The observations of the Auditors and the Notes on Financial Statement are self explanatory. The observations of the Auditors'' Report are further explained by the Management as follows:

Interest on borrowing has been capitalised and necessary allocation/adjustment shall be carried out on completion of the project and certain bills, claims relating to project supplies/services shall also be accounted for on completion of documentation, negotiation, etc. (with reference to the Note No. 36).

Cost Auditors:

Since the production at both the plants of the Company stood suspended during the year under review, Cost Auditor had not been appointed to conduct the Cost Audit for the financial year ended 31st March, 2014.

LISTING

All the shares of the Company are listed on National Stock Exchange of India (NSE) and BSE Ltd. (BSE).

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed.

DiRECTORS'' RESPONSiBiLiTY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, certification by the CFO to the Board of Directors and after due enquiry, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2014:

a. that in the preparation of the accounts in respect of the period under report, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. that they 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 as at the end of the reporting period and of the Loss for the period ended 31st March 2014;

c. that they have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the period Fixed Deposit claims amounting to Rs. 0.38 lacs were settled.

PARTICULARS OF EMPLOYEES

During the year under report, none of the employees was in receipt of remuneration prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to those matters is appended hereto and forms part of this Report.

EMPLOYEE RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

ACKNOWLEDGEMENTS

Your Directors express their sincere Gratitude for the continued support and guidance received by the Company from various State & Central Government Authorities, Financial Institutions and Banks.

On behalf of the Board Place : Noida K. N. BHANDARI Date : 11th August, 2014 Chairman

To The Members''

The Directors have pleasure in presenting the 74th Annual Report and the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs in Lakhs)

Current Year Previous Period 2012-13 2011 - 12 (12 Months) (9 Months)

Gross Sales 3.40 Net Sales 2.78

Other Incom 530.13 228.19

PBIDT (2645.76) (2476.37)

Finance Cost 620.63 887.16

Depreciation 136.23 67.51

Profit/(Loss) before exceptional items (3402.62) (3431.04)

Exceptional Items (Income) 5508.87

Profit/(Loss) before Tax (3402.62) 2077.83

Deferred Tax (1334.16) 1111.12

Net Profit / (Loss) (2068.46) 96.71

DIVIDEND

In view of the absence of operations during the period under review'' the Directors regret their inability to recommend any dividend.

SHARE CAPITAL

During the year under report'' there was no change in the Paid-up Equity Share Capital of the Company.

Thus'' as on March 31''2013 the Paid-up Capital of the Company stood at Rs. 293''52''04''920/- divided in to 293520492 Equity Shares of Rs. 10/- each.

OPERATIONS

During the year under review'' Durga Cement Works (DCW) plant of the Company was re- commenced its trail run operations on 6th October 2012 by lighting up the Kiln. Due to the power holiday imposed by the State Government the plant operations were not continued in full swing.

The production activities at Visakha Cement Works (VCW) plant could not be commenced during the period under review. However'' trial run would be expected to commence from the month of May 2013.

OUTLOOK

After the taking over of management by the new Promoters and infusion of funds by them'' the work on revival of the Plants started in its right earnest. The commercial production of the Cement is expected to be commenced during the current financial year. Thus'' the future outlook for the Company is bright.

DIRECTORATE

During the period under report M/s IDFC Ltd has withdrawn nomination of Shri Vinayak Mavinkurve as their nominee w.e.f 15.10.2012 and he ceased to be Director of the Company.

Your Directors wish to place on record their appreciation for the contribution made by Shri Vinayak Mavinkurve during his tenure on the Board.

Shri K.N. Bhandari'' Shri S.D.M. Nagpal and Shri R.K. Pandey Directors of the Company who retire by rotation and being eligible offer themselves for re-appointment. Proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

AUDITORS

Statutory Auditors:

M/s. Chaturvedi & Partners'' Chartered Accountants'' Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and'' being eligible'' offer themselves for re-appointment.

The observations of the Auditors and the Notes on Financial Statement are self explanatory. The observations in para 4 of the Auditors'' Report are further explained by the Management as follows:

Since the production activities were suspended during the period and there being limitation & constrains and non-availability of employees & their support'' confirmation/verification'' reconciliation of various assets and liabilities could not be carried out. These shall be carried out upon resumption of normal production. Adjustments with respect to advances'' debtors'' claims'' interest and other charges/expenses etc. shall be accounted for after negotiation/settlement/finalisation of the related matters. Interest on borrowing has been capitalised and necessary allocation/adjustment shall be carried out on completion of the project and certain bills'' claims relating to project supplies/services shall also be accounted for on complete documentation'' negotiation'' etc. In view of the proposed recommencement of production and emerging certainty with respect to the profitability'' there would be sufficient taxable income to claim the deferred tax credit'' as explained in the Note Nos. 36'' 38 and 39.

Cost Auditors:

Since the production at both the plants of the Company stood suspended during the year under review'' Cost Auditor had not been appointed to conduct the Cost Audit for the financial year ended 31st March'' 2013.

INSURANCE

During the period under review'' all the properties of the Company including its buildings'' plant and machinery and stocks are adequately insured.

LISTING

All the shares of the Company are listed on National Stock Exchange of India (NSE) and BSE Ltd. (BSE).

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion & Analysis Report'' in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act'' 1956'' the Directors'' based on the representation received from the Operating Management'' certification by the CFO to the Board of Directors and after due enquiry'' confirm in respect of the audited annual accounts for the year ended 31st March'' 2013:

a. that in the preparation of the accounts in respect of the period under report'' the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that they 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 as at the end of the reporting period and of the Loss for the period ended 31st March 2013;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities'' and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders'' despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08)'' the Company is settling the claims lodged by fixed deposit holders. During the period Fixed Deposit claims amounting to Rs. 0.28 lacs were settled.

REDEMPTION OF DEBENTURES

In terms of MS-08'' Debentures amounting to Rs. 1.51 lacs were redeemed during the period. An amount of Rs.193.80 lacs being balance of principal remain unclaimed and deposited with bank'' under lien in favour of Debenture Trustees (Canara Bank).

INVESTOR EDUCATION AND PROTECTION FUND

Repayment of the matured fixed deposits and debentures are covered by the BIFR Sanctioned Scheme (MS-08).

PARTICULARS OF EMPLOYEES

A Statement showing the particulars of employees'' pursuant to section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules 1975'' as amended'' is annexed and forms an integral part of this Report.

CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information required under Section 217(1)(e) of the Companies Act'' 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules'' 1988 with respect to those matters is appended hereto and forms part of this Report.

EMPLOYEES RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from various State & Central Government Authorities'' Financial Institutions and Banks.

On behalf of the Board

Place : New Delhi MANOJ GAUR

Date : 27th April 2013 Chairman

To the Members,

The Directors have pleasure in presenting the 73rd Annual Report and the Audited Accounts of your Company for the Nine months period i.e from 1st July 2011 to 31st March 2012.

FINANCIAL RESULTS (Rs in Lakhs)

Current Period Previous Period 2011-12 2010-11 (9 Months) (15 Months)

Gross Sales 3.40 7091.45

Net Sales 2.78 6298.10

Other Income 228.19 314.47

PBIDT (2476.37) (1639.33)

Finance Cost 887.16 1330.94

Depreciation 67.51 127.94

Profity(Loss) before exceptional items (3431.04) (3108.92)

Exceptional Items (Income) 5508.87 -

Profity(Loss) before Tax 2077.83 (3108.92)

Deferred Tax 1111.12 (648.84)

Net Profit / (Loss) 966.71 (2460.08)

DIVIDEND

Efforts are being made to revive the plants of the Company which were lying closed.In the absence of operations during the period under review, the Directors regret their inability to recommend any dividend.

OPERATIONS

During the period under review, both the plants remained shutdown and non operational. The Durga Cement Works (DCW) plant of the Company was in production primarily till the end of the first quarter of 2010 and production at Visaka Cement Works (VCW) plant could not be continued from the beginning of September, 2010. The production activities remained suspended thereafter. Consequent to this, the Company faced severe liquidity crisis leading to stoppage of supply of material and services, disconnection of power and termination of agreement thereof; non-payment of employee related costs, statutory and other obligations thereby adversely affecting the business of the Company.

CHANGE IN MANAGEMENT

As stated above, the Company has been going through a severe financial crisis and the production at its plants stood suspended. The revivial and restructuring of the company's business required substantial capital infusion. In order to overcome the situation, the erstwhile Promoters decided to transfer their controlling stake in the Company and entered into a Share Subscription and Share Purchase Agreement (SSSPA) on 15th November, 2011 with Jaypee Development Corporation Limited (JDCL), a wholly owned subsidiary of Jaypee Infra Ventures ( A Private Company with Unlimited Liability), the companies belonging to Jaypee Group. In terms of the SSSPA, the erstwhile Promoters agreed to transfer 4,81,19,550 Equity Shares of the Company held by them to JDCL in tranches @ Rs.12 per share. JDCL also agreed to subscribe for 14,75,00,000 Equity Shares of Rs.10 each of the Company at a premium of Rs 2 per share aggregating to Rs.177 crores on preferential basis, the proceeds whereof are being utilized for reviving the Plants.

The proposal of acquisition of Promoters' holding by and the Preferential Allotment to JDCL triggered the obligation of the acquirer to make the Open Offer to the existing shareholders of the Company. Accordingly, an Open Offer was made by JDCL to the existing shareholders to acquire upto 7,63,15,328 Equity Shares of the Company representing 26% of the expanded paid up Equity Capital of the Company. The offer remained open from 25th January, 2012 to 8th February, 2012.

Thus, during the year under report, JDCL acquired 14,75,00,000 Equity Shares of the Company by way of Preferential Issue, purchased of 2,17,22,336 Equity Shares from erstwhile Promoters and 63,06,856 Equity Shares through Open Offer. Consequently, as on 31st March, 2012 the shareholding of JDCL in the Company stood at 17,55,29,192 Equity Shares constituting 59.80% of the expanded capital base. With the acquisiton of the above shares, JDCL also acquired the managing control over the company and was categorised as Promoter with effect from 10th February, 2012. Accordingly, Andhra Cements Limited became a subsidiary of Jaypee Development Corporation Limited and in turn, a subsidiary of Jaypee Infra Ventures (A Private Company with Unlimited Liability) thus becoming part of the Jaypee Group. Post 31st March, 2012, further tranch of 4,84,160 Equity Shares has been transferred by the erstwhile Promoters to JDCL in terms of the said SSSPA, leaving a balance of 2,59,13,054 Equity Shares yet to be transferred to JDCL.

OUTLOOK

After the taking over of management by the new Promoters and infusion of funds by them, the work on revivial of the Plants started in its right earnest. The production is expected to be resumed from September / October, 2012. Thus, the future outlook for the Company is bright.

CHANGES IN SHARE CAPITAL

During the year under report, the Company issued and allotted 14,75,00,000 equity shares of Rs 10/- each at a premium of Rs 21- per shares on 10th February, 2012 aggregating to Rs. 177 crores to M/s. Jaypee Development Corporation Limited (JDCL) on preferential issue as per the Securities Exchange Board of India (Issue of Capital and Disclosure Requirments) Regulations, 2009. Consequently the paid-up capital of the Company stooc increased from Rs. 146,02,04,920/- to Rs. 293,52,04,920/-. There is no change in the paid-up capital of the Company thereafter. The proceeds of the Issue are being utilized foi the purpose for which it was made.

DIRECTORATE

During the period under report, Shri Amitava Mondal, submitted resignation from the office of Directorship and ceased to be Director of the Company w.e.f. 12.07.2011.

Shri J. Jayaraman, submitted resignation from the office of Directorship and ceassa to be Director of the Company w.e.f. 07.10.2011.

Shri G.P. Goenka, Dr. A.L. Ananthanarayanan, Shri R.K. Bhargava and Dr. Sushil Chandr; submitted resignations from their office of Directorships and ceased to be Directors the Company w.e.f. 10.02.2012.

Your Directors wish to place on record their appreciation for their contribution during their tenure on the Board.

Shri Vinayak Mavinkurve was nominated as Director by IDFC Ltd as their Nominee w.e.f. 09.11.2011.

Shri Sain Ditta Mai Nagpai and Shri Radha Krishna Pandey were appointed as Additional Directors w.e.f. 15.11.2011 and their appointment was confirmed in the Annual General Meeting held on 30.12.2011.

Shri Manoj Gaur was appointed as Director of the Company in the casual vacancy of Shri G P Goenka, Shri Pankaj Gaur was appointed in the casual vacancy of Dr. A L Ananthanarayanan, Shri Naveen Kumar Singh was appointed in the casual vacancy of Dr. Sushil Chandra and Shri Ravindra Kumar Singh was appointed in the casual vacancy of Shri R K Bhargava, w.e.f. 10.02.2012. The proposal for their appointment as Directors is included in the notice for your approval.

Shri Harish K. Vaid and Shri Shailendra Gupta were appointed as Additional Directors on the Board w.e.f 10.02.2012 and Shri B.K. Taparia and Shri V.K. Jain were appointed as Additional Directors on the Board w.e.f 18.05.2012. They will hold office till the date of ensuing Annual General Meeting and are eligible for re-appointment.

Shri K.N. Bhandari and Shri S.D.M. Nagpai and Shri R.K. Pandey, Directors of the Company who retire by rotation and being eligible offer themselves for re-appointment. Proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

AUDITORS

M/s. Lodha & Co, Chartered Accountants and M/s. Chaturvedi & Partners, Chartered Accountants will retire at the ensuing Annual General Meeting. While, M/s. Chaturvedi & Partners have expressed their willingness to continue in the office, M/s Lodha & Co, have expressed their unwillingness to continue as Auditors due to their other assignments. Hence, the Board recommends appointment of M/s Chaturvedi & Partners as Auditors of the Company till the conlcusion of next Annual General Meeting. The proposed Auditors have furnished the requisite certificate of eligibility under section 224 (1B) of the Companies Act, 1956. Members are requested to approve the appointment of the Auditors and to fix their remuneration.

The observations of the Auditors and the Notes on Financial Statement are self explanatory. The observations in para 4 of the Auditors' Report are further explained by the Management as follows:

Since the production activities were suspended during the period and there being limitation & constrains and non-availability of employees & their support, confirmation/verification, reconciliation of various assets and liabilities could not be carried out. These shall be carried ;j! upon resumption of normal production. Adjustments with respect to advances, claims, interest and other charges/expenses etc. shall be accounted for after /settlement/finalisation of the related matters as explained in Note no. 36(a) & (b). interest on borrowing has been capitalised and necessary allocation/adjustment shai! be carried out on completion of the project and certain bills, claims relating to project supplies/services shall also be accounted for on complete documentation, negotiation, etc, as explained in Note no. 38 (a) & (b). In view of the proposed recommencement of production and emerging certainty with respect to the profitability, there would be sufficient taxable income to claim the deferred tax credit.

COST AUDITOR

Since the production at both the plants of the Company stood suspended during the period under review. Cost Auditor had not been appointed to conduct the Cost Audit for the nine months period i.e from 1st July 2011 to 31st March, 2012.

INSURANCE

During the period under review, all the properties of the Company including its buildings, plant and machinery and stocks are adequately insured.

LISTING

All the shares of the Company are listed on National Stock Exchange of India (NSE) and BSE Ltd. (BSE).

CORPORATE GOVERNANCE

A report on Corporate Governance together with Management Discussion and Analysis Reports and the certificate of compliance from Practicing Company Secretary regarding compliance with clause 49 of the Listing Agreement with the Stock Exchanges are attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, certification by the CFO to the Board of Directors and after due enquiry, confirm in respect of the audited annuaPaccounts for the period of 9 months ended 31st March, 2012:

a. that in the preparation of the accounts in respect of the period under report, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that they 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 as at the end of the reporting period and of the Profit for the period ended 31st March 2012;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the period no claim has been received from the Fixed Deposit holders.

REDEMPTION OF DEBENTURES

In terms of MS-08, Debentures amounting to Rs. 0.74 lacs were redeemed during the period. An amount of Rs.195.68 lacs being balance of principal remain unclaimed and ' deposited with bank, under lien in favour of Debenture Trustees (Canara Bank).

INVESTOR EDUCATION AND PROTECTION FUND

Repayment of the matured fixed deposits and debentures are covered by the BIFR Sanctioned Scheme.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to those matters is appended hereto and forms part of this Report.

EMPLOYEES RELATIONS

Employees' salaries, wages and other benefits which were in arrears since July 2010 have been settled as per the terms of the memorandum of settlement under Section 18(1) of Industrial Disputes Act, 1947 entered on 6th March 2012 between the Company and Andhra Cement Company Employees Union. Your Directors wish to place on record their appreciation for the dedication and spirit with which the employees and officers of the Company are working for revival of the Plants.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from various State & Central Government Authorities, Financial Institutions and Banks.

For and on behalf of the Board

Place : Noida MANOJ GAUR

Date : 18.05.2012 Chairman

The Directors have pleasure in presenting the 71st Annual Report and the Audited Accounts of your Company for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS (Rs in crores)

Current Year Previous Period

2009-10 2008-09

Gross Sales 323.27 415.89

Net Sales 294.57 369.06

PBTTD 12.28 54.95

Interest 5.66 6.61

Depreciation 1.23 1.11

Operating Profit 5.40 47.22

Extra-ordinary Income - 13.75

Deferred Tax (Liability)/Asset 42.29 (22.39)

Fringe Benefit Tax - 0.23

Net Profit ~ 47.69 38.36-

DMDEND

The earnings of the Company have been deployed for the up-gradation cum expansion project to enhance the future profitability. Hence, your Directors are unable to recommend any dividend on the shares for the financial year ended 31st March 2010.

OPERATIONS

Production of cement was 10.12 lacs tones for the year as against installed capacity of 14.22 lacs tones representing capacity utilization of 71.17%. Shutdown was taken at clinker plant in end October 2009 onwards for implementation of the project. This has resulted in lower capacity utilization and lower turnover during the year. There were many pending critical maintenance jobs, which were carried out during the year along with plant up-gradation cum expansion project.

PLANT UP-GRADATION CUM EXPANSION PROJECT

Your company has undertaken plant up-gradation cum expansion project to increase the plant capacity from 1.42 mtpa to 3.50 mtpa and the same is under progress. The project cost has been funded partly out of internal accruals and partly through convertible / non- convertible debentures / term loans from Housing Development Finance Corporation Ltd (HDFC) and Industrial Development Finance Company Ltd (IDFC) and to the extent of Rs. 15.55 crores by way of placemenLof equity warrants through preferential issues. There were frequent disturbances in the State and had adverse effect on the movement of materials / equipments, which consequently led to delay in the impletion of the project. Shutdown at DCW was taken end October 2009 for the erection and installation of equipments to upgrade the clinker capacity. Clinker production has since commenced and there are certain initial teething problems, which are being rectified / attended to. The expansion project of DCW expected to be completed during the current financial year and VCW project thereafter. «

OUTLOOK FOR CEMENT INDUSTRY

Outlook for the Cement Industry continues to be moderate in 2010. Growth in the housing sector and infrastructure projects is likely to provide support to the prices and hedge against any demand slowdown in the near future. With the initiatives taken by the Gov- ernment of India for infrastructure development, cement demand is expected to rise further. The irrigation and housing projects being under taken by the Government of Andhra Pradesh will further increase the demand in the State.

The Company will, have the benefit of increased production from its expansion project. Post completion of the project, there would be improvement in operational efficiencies and cost reduction in all areas of production/logistics. The Company continues its endeavor for the sale of blended Cement having better margins. Blended Cement being produced by using industrial waste thereby, protecting environment also.

ALLOTMENT OF OCDs / NCDs/WARRANTS

The Company has issued and allotted the following securities on 9th September, 2009 on preferential basis to fund the project:

15,00,000 - Secured Optionally Convertible Debentures (OCDs-A) of Rs. 100/

- each to HDFC and IDFC aggregating to Rs.15 crores

-. 15,00,000 - Secured Optionally Convertible Debentures (OCDs-B) of Rs. 100/

- each to HDFC aggregating to Rs.15 crores

10,00,000 - Secured Non-convertible Debentures (NCDs) of Rs. 100/- each to HDFC aggregating to Rs.iocrores

65,00,000 -Warrants of Rs. 23.93/- each to Echo Fiscal Services Pvt Ltd, aggregating to Rs. 15.55 crores with a right to convert into fully paid up equity shares

SHARE CAPITAL

On 6th February, 2010 your Company has allotted 65,00,000 equity shares of Rs. 10/- each at a premium of Rs. 13.93 per share aggregating to Rs. 15.55 crores to M/s. Echo Fiscal Services Ltd, upon conversion of wan-ants in to equity. The issue proceeds have been utilized for the up-gradation cum expansion project of the Company.

Consequent to the above mentioned allotments, the subscribed and paid-up share capital of the company has increased from Rs. 132.52 crores to Rs. 139.02 crores.

TERM LOANS

Your company has availed term loans of Rs.157.50 crores from HDFC and Rs.162.50 crores IDFC for the purpose of xip-gradation cum expansion project, which are being disbursed by them in a phased manner as per the requirement for the project.

STATUSOFBIFR .

Your Company implemented the Rehabilitation Scheme (MS-08) and the Honble BIFR discharged the Company from the purview of Sick Industrial Companies (Special Provi- sions) Act, 1985 vide its Order dated 22nd January 2010.

DIRECTORS

During the year under review the nomination of Shri Rakesh Kumar a Special Director, was withdrawn by the Honble BIFR w.e.f 22.01.2010 and he ceased to be the Director of the Company. Your Directors wish to place on record their sincere appreciation for the valuable services rendered by him during his tenure.

Shri P. C. Nalwaya, submitted resignation from the office of Managing Director / Director of the Company and he ceased to be Managing Director / Director of the Company w.e.f. 26.03.2010.

Dr. Sushil Chandra, Shri G.P. Goenka and Dr. A.L. Ananthanarayanan, Directors of the Company who retire by rotation and being eligible offer themselves for re-appointment,

Shri P.K. Goyenka was inducted as Additional Director on the Board with effect from 05.04.2010. He holds office till the date of Annual General Meeting and is eligible for re- appointment. Further, he also appointed as Executive Director of the Company with effect from 5,h April, 2010 to look after the day to day operations of the Company.

HEALTH, SAFETY AND ENVIRONMENT

Health, Safety and Environment aspects continued to be a priority area for the Company. The Company conducts regular safety audits, appoints consultants-and experts in the area of safety and implements the recommendations after management discussions. The Company continues to give consideration to environment and is maintaining a nursery -of tree plantation activity for environment protection. The Company has taken significant anti-pollution measures by installing bag filters and bag house to control the pollution and has substantially reduce the impact of industrial process Qn the environment.

AUDITORS

M/s. Lodha & Co, Chartered Accountants and M/s. Chaturvedi & Partners, Chartered Accountants will retire at the ensuing Annual General Meeting. M/s Lodha & Co, and M/s. Chaturvedi & Partners, Chartered Accountants, expressed their willingness and eligibility to continue in office, if appointed by the members as joint auditors for the current year. The proposed auditors have furnished the requisite certificate of eligibility under section 224 (1B) of the Companies Act, 1956. Members are requested to appoint the Auditors and -to fix their remuneration.

Auditors in their report on annual accounts for the year ended 31st March, 2010 made the following qualification having a material impact on the profit of the Company. The Companys reply to the said qualification is as follows.

-The Company lodged various claims against Cement Regulation Authority (CRA) which are far in excess of the amount due to CRA. The Honble High Court of AP has upheld the Companys claim in one of such cases. An amount of Rs. 165.03 lacs has been written back, as in the opinion of the management there would not be any further liability in this regard.

COST AUDITOR

Pursuant to the directives of the Central Government and provisions of section 233 B of the Companies Act 1956, M/s Parankusam & Co. Cost Auditors have been appointed to conduct the Cost Audit for the year 2009-10.

DISCLAIMER OF RESPONSIBILITY REGARDING ACCOUNTS

The Balance Sheet and Profit and Loss Account for the year 1991-92 to 1994-95 have been signed by the Directors of the reconstituted Board in accordance with the BIFR Order dated 16.6.94. The present Directors do not take any personal responsibility for any transactions arising out of the same and of the said accounts as such, excepting to state that these were prepared based on the books of accounts and papers available and scrutinized by the Statutory Auditors. Signing and presentation of accounts will not preclude the Company from disclaiming any transactions that are found to be irregular or not in the bonafide interests of the company.

INSURANCE

All the properties of the Company including its buildings, plant and machinery and stocks are adequately insured.

CORPORATEGOVERNANCE

A report on Corporate Governance together with Management Discussion and Analysis Reports and the certificate of compliance from the Statutory Auditors of the Company confirming compliance with clause 49 of the Listing Agreement with the Stock Exchange are annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Direc- tors hereby confirm:

a. that in the preparation of the accounts in respect of the year under report, the applicable accounting standards have been followed along with proper ex- planation relating to material departures, if any;

b. that they 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 as at the end of the financial year and of the profit of the Company for the year ended 31st March, 2010;

c. that they have taken proper and sufficient care for the maintenance of ad- equate accounting records in accordance with the provisions of the Compa- nies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

Preference Shares of par value of Rs. 1.94 lacs remain unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares. .

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08) the Company is settling the claims lodged by fixed deposit holders. During the year Fixed Deposits claims amount- ing to Rs. 0.36 lacs were settled.

REDEMPTION OF DEBENTURES

In terms of MS-08, Debentures amounting to Rs. 0.88 lacs were redeemed during the year. An amount of Rs. 197.22 lacs being balance unclaimed principal remain and depos- ited with bank, under lien infavour of Debenture Trustees.

INVESTOR EDUCATION AND PROTECTION FUND

As repayment of the matured fixed deposits and debentures are covered by the BIFR Sanctioned Scheme, are not remained unclaimed and unpaid for a period of seven years from the date they became due for payment, and hence, no amounts were required to be transferred to the Investor Education and Protection Fund.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to those matters is appended hereto and forms part of this Report. EMPLOYEES

¦ Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars^ Employees) Rules, 1975 as amended, regarding employees is given in Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State & Central Governments Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation ex- tended by Government of Andhra Pradesh, Financial Institutions, Banks, Vendors, Dis- tributors, Dealers, valued Customers and the Employees.

For and on behalf of the Board

P.K. Goyenka G P.Goenka

Executive Director Chairman

Place: New Delhi Date : 28.05.2010