The Directors have a pleasure in presenting you the 32^nd Annual Report on the
business and operations of the Company along with Audited Financials for the year
ended as on 31^st March, 2025.

1. Financial Results:

Financial Results of the Company
for the year under review along
with the figures for previous year
are as follows:

2. State of Affairs of the Company:

The Company is principally
engaged in the business of
manufacturing of cement of
different grades and is marketing
its product under the brand name
“Keshav Cement” and “Jyoti
Cement” and has also diversified

its business in Green Energy
through Solar Power Generation.
All of these business activities are
carried out by the Company
majorly in the Northern Parts of
Karnataka.

The business performance of the
Company has been discussed in
detail in the Management
Discussion and Analysis Report
attached separately as Annexure
-I and forming part of this report
and the Financial Statements are
also attached separately forming
part of this Report.

3. Dividend:

The Board of Directors of the
Company, after considering the
financial and non-financial
factors prevailing during the
financial year 2024-25 and the
continuous expansion activities
carried/proposed to be carried
out by the company, have
therefore decided not to
recommend dividend for the
financial year 2024-25.

4. Transfer of unpaid and
unclaimed amount to IEPF:

Pursuant to the provisions of
Section 124(5) of the Companies
Act, 2013, the dividend & Refund
of share application money due

for refund which remains unpaid
or unclaimed for a period of seven
years from the date of its transfer
to unpaid/unclaimed amount is
required to be transferred by the
company to Investor Education
and Protection Fund (IEPF),
established by the Central Govt.
under the provisions of Section
125 of the Companies Act, 2013.

The Company has transferred Rs.
4,45,269/- from its Unpaid
Dividend Account to the Investor
Education and Protection Fund
(IEPF) and 96,715 Equity Shares
of the shareholders who have not
claimed any Dividend for a period
of seven years with respect to the
Unpaid/Unclaimed Dividend of
the Financial Year 2016-17, as
declared at the AGM held on 28^th
September, 2017. The said details
are available on the website of the
Company at

www.keshavcement.com. In order
to reclaim the shares, the
Shareholders are requested to
follow the procedure as provided
under the IEPF Rules.

5. Reserves:

The Company does not propose to
transfer any amount to the General
Reserves for the FY 2024-25.

6. Share Capital:

The Authorized Equity Share
Capital of the Company as on 31^st
March, 2025 was Rs.
25,00,00,000/- (Rupees Twenty
Five Crores) and the Paid-up
Equity Share Capital was Rs.

17,51,27,520/- (Rupees Seventeen
Crore Fifty One Lakhs Twenty
Seven Thousand Five Hundred
and Twenty Only).

A. Buy Back of Securities.

The Company has not bought back
any of its securities during the
year under review.

B. Details of issue of Sweat
Equity Shares.

The Company has not issued any
Sweat Equity Shares during the
year under review.

C. Disclosure in respect of
voting rights not exercised
directly by the employees in
respect of shares to which the
scheme relates.

There are no such cases arisen
during the year under review.

D. Details of Issue of Equity
Shares with Differential Rights.

The Company has not issued any
Equity Shares with differential
rights during the year under
review.

E. Bonus Shares.

No Bonus Shares were issued
during the year under review.

F. Employees Stock Option Plan.

The Company has not issued any
stock options during the year
under review.

G. Details of Rights issue.

During the year under review, the
company has not issued any rights
issue.

7. Finance:

Cash and cash equivalent as at
31^st March, 2025 was Rs. 21.33
Lakhs. The Company continues to
focus on judicious management of
its working capital. Receivables,
inventories and other working
capital parameters were kept
under strict check through
continuous monitoring.

8. Change in the nature of
business, if any:

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

Material changes and

commitments, if any, affecting
the financial position of the
company which has occurred
between the end of the financial
year of the company to
which the financial

statements relate and the date
of the report:

There are no significant and
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 relate and the date of
the report.

9. Details of Subsidiary/Joint

Ventures/Associate Companies:

The Company does not have any
Subsidiaries/Joint Ventures/

Associate Companies.

10. Details in respect of frauds
reported by auditors under sub¬
section (12) of section 143 other
than those which are reportable
to the Central Government:

The Auditors have not reported
any matter under Section 143(12)
of the Companies Act, 2013.

The Statutory Auditors have not
reported any incident of fraud to
the Audit Committee of the
Company in the year under review

11. Details of significant and
material orders passed by the
regulators or courts or tribunals
impacting the going concern
status and company’s operations
in future:

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

12. Details of adequacy of internal
financial controls with reference
to the Financial Statements:

Your Company has deployed
adequate Internal Control
Systems, in the place to ensure a
smooth functioning of its business.
The processes and systems are
reviewed constantly and improved
upon to meet the changing
business environment. The Control
Systems provide a reasonable
assurance of recording the
transactions of its operations in all
material aspects and of providing
protection against misuse or loss

of Company's assets. The Internal
Auditor’s periodically reviews the
internal control systems, policies
and procedures for their adequacy,
effectiveness and continuous
operation for addressing risk
management and mitigation
strategies.

13. Particulars of Loans, Guarantees
or Investments:

During the Financial year, the
company has granted inter¬
corporate loans to various entities
and the Loans so granted fall
within the limits provided under
Section 186 of the Companies Act,
2013.

14. Performance and financial

position of each of the
subsidiaries, associates and joint
venture companies included in
the consolidated financial

statement:

Disclosure under this head is not
applicable as the Company does
not have any Subsidiaries /
Associate Companies / Joint
Venture Companies.

15. Vigil Mechanism / Whistle
Blower Policy:

Pursuant to the provision of
Section 177(9) of the Companies
Act, 2013 the Company had
established a vigil mechanism for
directors and employees to report
concern of unethical behavior,
actual or suspected fraud or

violation of the Company's code of
conduct.

The Company has a vigil
mechanism in place through its
Whistle Blower Policy, which
provides a platform to disclose
information without fear of reprisal
or victimization, where there is
reason to believe that there has
been serious malpractice, fraud,
impropriety, abuse or wrong doing
within the Company. The detail of
the Whistle Blower Policy is also
posted on the website of the
Company.

16. Disclosure as required under
Section 22 of Sexual Harassment
of Women at Workplace
(Prevention, Prohibition and

Redressal) Act, 2013:

Your Company has a Policy on
Prohibition, Prevention and

Redressal of Sexual Harassment of
Women at Workplace and matters
connected therewith or incidental
thereto covering all the aspects as
contained under the “The Sexual
Harassment of Women at

Workplace (Prohibition, Prevention
and Redressal) Act, 2013”. The
following is a summary of sexual
harassment complaints received
and disposed of during the
financial year ending March 31,
2025:

Number of complaints received:
NIL

Number of complaints disposed of:
NIL

17. Development & Implementation
of Risk Management Policy:

The Company has developed and
implemented the Risk

Management Policy. The objective
of this policy is to ensure
sustainable business growth with
stability promote a pro-active
approach in reporting, evaluating
and resolving risks associated with
the business, establish a

framework for the company’s risk
management process and to
ensure its implementation, enable
compliance with appropriate
regulations through the adoption
of best practice and to assure

business growth with financial
stability.

18. Familiarization Programme:

The Company has put in place an
induction and familiarization

programme for all its directors
including the Independent

Directors. The familiarization

programme for Independent
Directors in terms of provisions of
Regulation 46(2)(i) of Listing
Regulations, is uploaded on the
website of the Company:-
www.keshavcement.com.

19. Board Meetings:

During the Financial Year 2024¬
25, 5 (Five) Board Meetings, 4
(Four) Audit Committee Meetings,
3 (Three) Nomination &
Remuneration Committee Meetings
and 4 (Four) Stakeholder
Relationship Committee Meetings
were convened and held. The

details of the same are given under
the Corporate Governance Report
forming part of this Report.

20. Public Deposits:

Your Company has not accepted
any deposits from the public
during the financial year under
review.

21. Extract of the Annual Return:

Pursuant to Section 92(3) of the
Companies Act, 2013, and Rule
12(1) of the Companies
(Management and Administration)
Rules 2014, an Extract of Annual
Report in Form MGT-9 is available
on the Company’s website at -
www.keshavcement.com.

22. Related Party Transactions:

The Company has in place
formulated a Policy on materiality
of Related Party transactions for
dealing with such transactions in
line with the requirements of the
Listing Regulations with the Stock
Exchange. The Policy on related
party transactions is available on
the Company’s website at -
www.keshavcement.com

Particulars of Contracts or
Arrangements with related parties
referred to Section 188(1) of the
Companies Act, 2013 in specified
in Form AOC-2 which forms part
of this report as “Annexure-1"

23. Directors' Responsibility

Statement:

In pursuance of Section 134(5) of
the Companies Act, 2013, the
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 has been followed
along with proper explanation
relating to material departures;

(b) The directors have selected
such accounting policies and
applied them consistently and
made judgments and estimates
that are reasonable and
prudent so as to give a true
and fair view of the state of
affairs of the company at the
end of the financial year and of
the profit and loss of the
company for that period;

(c) The directors have taken
proper and sufficient care for
the maintenance of adequate
accounting records in
accordance with the provisions
of this Act for safeguarding the
assets of the company and for
preventing and detecting fraud
and other irregularities;

(d) The directors have prepared the
annual accounts on a going
concern basis; and

(e) The directors, in the case of a
listed company, had laid down
internal financial controls to be
followed by the company and
that such internal financial

controls are adequate and were
operating effectively.

Explanation: For the purposes
of this clause, the term
“internal financial controls”
means the policies and
procedures adopted by the
company for ensuring the
orderly and efficient conduct of
its business, including
adherence to company’s

policies, the safeguarding of its
assets, the prevention and
detection of frauds and errors,
the accuracy and completeness
of the accounting records, and
the timely preparation of
reliable financial information;

(f) The directors have devised
proper systems to ensure
compliance with the provisions
of all applicable laws and that
such systems were adequate
and operating effectively.

24. Directors and Key Managerial

Personnel and Formal Annual

Evaluation:

(a) The details of Directors &
KMPs who were appointed or
resigned during the financial
year under review:

During the financial year 2024¬
25, Mrs. Varsha Shirgurkar,
Company Secretary and
Compliance Officer resigned
from her position w.e.f.
01/01/2025 and on same day
Mrs. Nikita Karnani took the
positon of Company Secretary
and Compliance Officer of the
company. Mrs. Nikita Karnani

was appointed as the Company
Secretary and Compliance
Officer of the company by the
Board of Directors at the Board
Meeting held on. 24/12/2025.

(b) Independent Directors:

The Company has received
declarations from the
Independent Directors of the
Company stating that they
meet the criteria of
independence as provided in
sub-section (6) of Section 149
of the Companies Act, 2013
and the Regulation 16(1)(B) of
the SEBI (Listing Obligations
and Disclosure Requirements)
Regulations, 2015.

(c) Board Evaluation:

Pursuant to the provisions of
the Companies Act, 2013 and
SEBI (Listing Obligation and
Disclosure requirements)

Regulations 2015, the Board
has carried out an annual
performance evaluation of its
own performance and the
performance of the individual
Directors as well as the
evaluation of the working of its
Committees. The manner in
which the evaluation was
carried out has been explained
in the Corporate Governance
Report.

(d) Disclosure on Re-appointment
of Independent Director(s):

During the Financial Year,
2022-23, Mr. Balasaheb Mestri
and Mrs. Radhika Dewani
whose term as an Independent

Director expired on

11/08/2022 and 11/12/2022
respectively were reappointed
for another period of 5 years by
the shareholders at the 29^th
Annual General Meeting of the
company held on 10^th August,
2022 and they shall continue
to hold the office of
Independent Director of the
company till 11/08/2027 and
11/12/2027 respectively.
Further, the notice

accompanying this report
contains the Resolution put up
for shareholders’ approval for
reappointing Mr. K. C. Patil as
the Non-Executive Independent
Director of the company for a
further period of 5 years i.e.
from 13/11/2025 to
12/11/2030 (both days
inclusive).

(e) Opinion of Board with
regards to integrity,
proficiency of Independent
Directors

50% of the composition of the
Board of the company consists
of Independent Directors. The
Independent Directors

appointed are having wide
experience and knowledge in
the various fields and they help
the Board in providing an edge
and give an outside perspective
to the Company. All the
Independent Directors have
registered their names in the
Independent Directors Data
Bank and have also cleared the
online proficiency self¬
assessment test conducted by

the Institute notified under
sub-section (1) of Section 150.

25. Statutory Auditors:

At the 29^th Annual General
Meeting of the Company held on
10^th August, 2022 the
shareholders had approved the re¬
appointment of M/s. Singhi & Co.,
as the Statutory Auditors of the
Company for the period of five
consecutive years i.e. from the
conclusion of 29^th Annual General
Meeting till the conclusion of 34^th
Annual General Meeting with
respect to the Financial Years
2022-23 to 2026-27 (both
inclusive) for audit of Financial
statements of the company and at
a remuneration to be decided by
the Audit Committee of the Board
of Directors in consultation with
the Auditor.

26. Audit Report

The Auditors of the company have
issued qualified Audit Report for
the FY 2024-25. The Qualification
is with respect to the GST
investigation by DGGI (The matter
is more specifically described in
the Audit Report annexed hereto)

Board’s explanation on the
Qualification

GST investigation by DGGI: The
management has paid the amount
of Rs. 641.52 lakhs & Rs. 218.11
Lakhs towards GST and interest in
the year 2020 & 2021 towards
GST search regarding the FY19
and FY20. To co-operate with the

department, the full amount was
paid under protest. To date the
investigation is not completed and
based on available records, the
management believes that the
amount will be refunded.

27. Secretarial Audit:

In terms of Section 204 of the
Companies Act, 2013, the
Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014 and on the
recommendation of the Audit
Committee, the Board of Directors
of the Company has re-appointed
M/s. Akshay Jadhav & Associates,
Practicing Company Secretaries,
as Secretarial Auditor of the
Company for the financial year
2024-25. The Secretarial Audit
Report as provided by M/s.
Akshay Jadhav & Associates,
Practicing Company Secretaries is
also annexed to this Report, in the
prescribed Form MR-3, as
“A nnexure-IIT’.

Further, taking into consideration
the recent amendments in
Regulation 24A of SEBI (LODR)
Regulations, 2015 the notice
accompanying this report contains
the Resolution put up for
shareholders’ approval for
appointment of M/s. Akshay
Jadhav & Associates, Practicing
Company Secretaries as the
Secretarial Auditor of the company
for a period of five (5) consecutive
years, commencing from April 01,
2025 to March 31, 2030.

The Secretarial Audit Report of FY
2024-25 contains the observation

with respect to the delay in
transferring the amount of unpaid
dividend and the shares of the
shareholders who have not
claimed any dividend during the
past 7 years to the IEPF A/c with
respect to the dividend declared for
the FY 2016-17 at its AGM held on
28^th September, 2017.

Board’s explanation on the
Qualification

During the year, the company
received a letter from its old RTA
i.e. Canbank Computer Services
stating that its management has
decided to close down the RTA
operations and advised the
company to search for a new RTA.
The searching of new RTA, its
appointment and transferring of
physical and electronic data from
old RTA to New RTA took time.
Due to which there was a delay in
transferring the shares of the
shareholders who have not
claimed any dividend during the
past 7years to the IEPF Demat A/ c

28. Cost Audit:

Pursuant to Section 148 of the
Companies Act, 2013 read with
the Companies (Cost Records and
Audit) Amendment Rules, 2014,
the cost records maintained by the
Company in respect of its
manufacturing activity are
required to be audited.

M/s. Santosh Kalburgi & Co., Cost
Accountants confirmed eligibility
to be re-appointed as the Cost
Auditor of the company and
expressed his willingness to be re¬
appointed for the financial year

2025-26. The Board of Directors,
on the recommendation of the
Audit Committee, have re¬
appointed M/s. Santosh Kalburgi
& Co., Cost Accountants as the
cost auditors of the Company for
the financial year 2025-26 at
remuneration of Rs. 95,000/-
subject to ratification of his
remuneration by shareholders in
the ensuing Annual General
Meeting of the Company.

As required under the Act, the
remuneration payable to cost
auditors has to be placed before
the Members at general meeting
for ratification. Hence, a resolution
for the same forms part of the
Notice of the ensuing AGM.

29. Audit Committee:

For the Financial Year 2024-25,
the composition of Audit
committee was as follows:

Mr. K. C. Patil - Chairman
Mr. Balasaheb Mestri - member
Mrs. Radhika Dewani - member
Mr. Venkatesh H. Katwa - member

The committee met 4 times during
the Financial Year under review
and all the recommendations of
the Committee were accepted by
the Board.

30. Nomination and Remuneration
Committee

For the Financial Year 2024-25,
the composition of Nomination and
Remuneration committee was as
follows:

Mr. K. C. Patil- Chairman

Mr. Balasaheb A Mestri - member

Mr. Venkatesh Katwa - member

The Nomination and

Remuneration committee has
framed a policy for selection and
appointment of Directors including
determining qualifications of
Independent Director, Key
Managerial Personnel, Senior
Management Personnel and their
remuneration as part of its charter
and other matters provided under
Section 178(3) of the Companies
Act, 2013. The policy is made
available on the website of the
company i.e.

www.keshavcement.com. The

committee met 3 times during the
Financial Year under review.

31. Stakeholders Relationship

Committee:

For the Financial Year 2024-25,
the composition of Stakeholders
Relationship Committee was as
follows:

Mr. K. C. Patil - Chairman
Mr. Balasaheb Mestri - member
Mrs. Radhika Dewani - member

The committee met 4 times during
the Financial Year under review.

32. Particulars of Employees:

The information required pursuant
to Section 197 read with Rule 5 of
The Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014 in respect
of employees of the Company is
attached as “Annexure IV”. In

terms of Section 136 of the Act,
the Report and Accounts are being
sent to the Members and others
entitled thereto, excluding the
complete information on
employees’ particulars which is
available for inspection by the
Members at the Registered Office
of the Company during business
hours on working days of the
Company up to the date of the
ensuing Annual General Meeting.
If any Member is interested in
obtaining a copy thereof, such
Member may write to the Company
Secretary in this regard.

33. Corporate Social Responsibility
(CSR) Policy:

The company has formulated a
policy on Corporate Social
Responsibility and the same is
displayed on the website of the
company i.e. at

www.keshavcement.com .

Pursuant to Section 135 of the
Companies Act, 2013, the
company was required to
undertake CSR Activities for the
FY 2024-25, without having to
constitute a CSR Committee.
Accordingly, an amount of Rs.
14,20,457/- was spent by the
company in total during the FY
2024-25 as a part of its CSR
expenditure. The report on the
CSR activities carried out by the
company is appended as
“Annexure V” to the Board’s
Report.

34. Conservation of Energy,
Technology Absorption, 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) Rules, 2014
is annexed herewith as “Annexure
VI”.

35. Corporate Governance:

In compliance with Regulation
34(3) read with Schedule V of the
SEBI (Listing Obligations &
Disclosure Requirements)

Regulations, 2015, the Corporate
Governance Report for the
Financial Year 2024-25 as
required under SEBI (Listing
Obligations and Disclosure
Requirement) Regulations, 2015 of
the Company is attached herewith
and marked as “Annexure-VII”
forms part of this Report.

36. Details of application pending
under Insolvency and

Bankruptcy Code, 2016:

During the financial year there has
been no application made or
proceeding pending in the
knowledge of the company under
the Insolvency and Bankruptcy
Code, 2016.

37. Details of one time settlement
with banks or financial
institutions:

During the financial year there is
no instance of one-time settlement
entered by the company with
banks or financial institutions and
hence no question of providing the
differential amount between the
valuation done at the time of one¬
time settlement and the valuation
done while taking loan from the
banks or financial institutions.

38. Acknowledgements:

Your Directors thank the various
Central and State Government
Departments, Organizations and
Agencies for the continued help
and co-operation extended by
them. The Directors also gratefully
acknowledge all stakeholders of
the Company viz. customers,
members, dealers, vendors, banks
and other business partners for
the excellent support received from
them during the year. The
Directors place on record their
sincere appreciation to all
employees of the Company for
their unstinted commitment and
continued contribution to the
Company.

Cautionary Statement:

Statements in the Board’s Report
and the Management Discussion &
Analysis describing the Company’s
objectives, expectations or
forecasts may be forward-looking
within the meaning of applicable
securities laws and regulations.
Actual results may differ materially

from those expressed in the
statement. Important factors that
could influence the Company’s
operations include global and
domestic demand and supply
conditions affecting selling prices

of finished goods, input availability
and prices, changes in government
regulations, tax laws, economic
developments within the country
and other factors such as litigation
and industrial relations.

For and on behalf of the Board of Directors of
SHRI KESHAV CEMENTS AND INFRA LIMITED

Sd/- Sd/-

Venkatesh Katwa Vilas Katwa

Chairman Managing Director

Date: 30/08/2025
Place: Belgaum