Panyam Cements & Mineral Industries Ltd Directors Report

HIGHLIGHTS:

The Total Income for the year ended March 31, 2025 was Rs. 9,313.74 Lakhs as compared to Rs. 13,453.32 Lakhs during the previous year. Loss before tax was Rs. 8,918.91 Lakhs as compared to Loss before Tax of Rs. 5,501.63 Lakhs during the previous year. Loss after tax was Rs. Rs. 8,918.91 Lakhs as compared to Loss after Tax of Rs. 5,501.63 Lakhs.

TRANSFER TO RESERVES

No transfer to any reserve was proposed or made during the year under review.

DIVIDEND:

In light of the accumulated losses, the Board has decided not to recommend any dividend on Equity Shares for the year.

CHANGE IN THE NATURE OF BUSINESS

The Company was operating in single segment of cement production operations and there was no change in nature of business of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There was no such change or commitment affecting financial position of the Company after end of year 2024-25 and before the date of report.

OVERVIEW OF THE INDUSTRY

The information has been provided in the Management Discussion Analysis Report.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

CAPITAL STRUCTURE

Authorised Share Capital:

As on 31^st March, 2025, the authorized share capital of the company was Rs.21,50,00,000/ - (Rupees Twenty One Crores and Fifty Lakhs only) comprising of 2,15,00,000 (Two Crores and Fifteen Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Paid-up Share Capital:

There was no change in paid-up share capital during the year under review.

As on 31^st March, 2025, the paid share capital of the Company was Rs.8,02,14,010/- (Rupees Eight Crores Two Lakhs Fourteen Thousand and Ten only) divided into 80,21,401 (Eighty Lakhs Twenty One Thousand Four Hundred and One) equity shares of Rs.10/- (Rupees Ten only).

Utilization of funds raised through issue of Equity Shares

The company did not raise any funds by issue of equity shares during the year under review.

CREDIT RATING

During the year under review, the Company has obtained Rating on 12^th November, 2024 from Infomerics Valuation and Ratings Pvt Ltd. over long term and short term loan credit facility availed from Canara Bank.

The details are as follows:

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no requirement for transfers by the Company to the IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31.03.2025, the Company has four directors: one Executive Director, one non executive director and two Independent Directors.

However, Mr. Amaranath Sachu was resigned as a Chief Financial Officer on 15.02.2025 and Mr. G. Sai Prashanth was resigned as on Company Secretary and Compliance Officer on 23.08.2024.

Mr. Asuri Ramesh Rangan Sholinghur (DIN- 07586413) was resigned as an Independent Director on 31.07.2024

Based on the confirmations received from all the directors, none of the directors are disqualified from appointment under Section 164 of the Companies Act 2013.

The Company is well supported by the knowledge and experience of its Directors and Executives. In terms of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Narayanasamy Elamaran, Non-Executive Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment.

DECLARATION ON INDEPENDENCE OF DIRECTORS

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 out 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").

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013.

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 MEETINGS AND COMMITTEE MEETINGS

During the year 2024-25, five meetings of the board were held and the details of these meetings of the Board as well as its Committees meetings have been given in the Corporate Governance Report, which forms part of the Annual Report.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The companys 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. And the policy was disclosed on company website https://www.panyamcements.in/panyam%20files/Nomination%20 and%20Remuneration%20Policy.pdf.

BOARD EVALUATION

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

DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual Accounts, the applicable accounting standards had been followed along with proper explanation and that there were no materials departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 loss of the Company for the year.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company, and for preventing and detecting fraud and other irregularities.

iv. The annual financial statement has been prepared on a going concern basis.

v. Proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

vi. Proper systems were devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place to ensure proper reflection of books of accounts in financial statement of the Company.

FRAUDS REPORTED BY THE AUDITOR

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries, Joint Ventures or Associate Companies during the year under review.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES

None of the companies have become or ceased to become the subsidiaries, joint ventures or associates company to the Company during the year 2024-25.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not advanced any loan, provided any guarantee or made any investment as per section 186 of Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business at arms length basis.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Please refer to Form No. AOC-2 in Annexure-II for the details of related party contracts or arrangements.

CORPORATE SOCIAL RESPONSIBILITY

As the Companys net worth is less than Rupees Five Hundred Crores, Turnover less than Rupees One Thousand Crores and Net-profit calculated as per section 198 of Companies Act, 2013 is less than Rupees Five Crores, the provisions of section 135 of Companies Act, 2013 were not applicable to the Company during the year under review.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time is annexed as an Annexure-I to this Report.

There are no instances of employees who was in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

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

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134 (3) (m) of the Companies Act, 2013 read with the

Companies (Accounts) Rules, 2014 are set out in the Annexure- III and forms part of the report.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, a risk management policy has been devised to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Companys business.

All the Senior Executives under the guidance of the Board of Directors has the responsibility for over viewing managements processes and results in identifying, assessing and monitoring risk associated with Organizations business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Management and business of the Company.

The company has a suitable risk management policy to identify and mitigate risks. This Policy, inter-alia, includes identification of various elements of risk, including those which, in the opinion of the Board, may threaten the existence of the Company.

Details relating to future outlook, risk management system and internal control and its adequacy have been given in-detail in the Management and Discussion Analysis Report, which is part of the Directors Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of SEBI Regulations, includes Vigilance or Ethics Office, who may be a senior executive of the Company and the protected disclosures may be made by a whistle blower through an e-mail or a letter to the Vigilance or Ethics Officer or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the companys web site at the link http://www.panyamcements.in/panyam%20files/ Risk%20Management%20Policy.pdf.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS

The Company was acquired by the new management through NCLT Order dated 25.06.2021 read with corrigendum order dated 10.07.2021 [NCLT Order] under Insolvency and Bankruptcy Code (IBC), where all the old creditors were repaid as per NCLT Order.

Few employees & creditors felt aggrieved by the said order and went for an appeal at NCLAT and few at High Courts to obtain stay order over NCLT Order and repayment of their old dues in full.

We would like to highlight here that the main reason behind rolling-out of IBC is to revive sick companies and as per Section 31 of IBC, the NCLT approved resolution plan shall be legally binding on the Company and its employees, members, creditors, [including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed].

The same has been declared by the Supreme Court in its various judgements including the one in the case of Ghanashyam Mishra and Sons Pvt Ltd v/s Edelweiss Asset Reconstruction Co. Ltd (2021).

Further, pursuant to Section 238 of IBC, the IBC shall have overriding effect over other laws.

Therefore, it can be concluded that the company is well protected within the umbrella of IBC and Supreme Court judgements from most of the company litigation cases.

AUDITORS

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad (Firm Registration No: 003109S) were initially appointed by the members at their 61st Annual General Meeting (AGM) held on 26th September, 2017 to hold the office of Statutory Auditors of the Company till conclusion of 66th Annual General Meeting. Further, the members of the Company at their 66th AGM approved the re-appointment of Statutory Auditors of the Company to hold office till conclusion of 71st Annual General Meeting which is going to be held in 2026-27 on such remuneration as may be decided by the Board of Directors in consultation with the auditors. The Board places on record its sincere appreciation of the services rendered by the Statutory Auditors.

AUDITORS REPORT

M/s. K.S.Rao & Co., Chartered Accountants, Hyderabad, Statutory Auditors of the Company have provided an unmodified report on financials of the Company for the year ended 31^st March, 2025.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. B S S & Associates, Hyderabad, Company Secretaries in Practice, Hyderabad to conduct Secretarial Audit of records of the Company for the financial year ended 31^st March, 2025. The Secretarial Audit Report for the financial year ended 31^st March 2025, is annexed to this Report as Annexure IV.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the company has maintained cost accounts and records made and maintained in the books of account during the year under review.

COST AUDIT

The company has appointed M/s. Ganti+ Associates, Cost and Management Accountants, Hyderabad as Cost Auditors of the Company for the financial year 2025-26 and their remuneration is subject to ratification of members in their 69^th Annual General Meeting of the Company.

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

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025 is available on the Companys website and can be accessed at https://www.panyamcements.in/ panyam%20files/Annual%20Return%2024-25.pdf.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. A separate report on Corporate Governance is incorporated as Annexure V as a part of the Directors Report. Further as a part of the report, "Management Discussion and Analysis" has also been furnished as Annexure VI.

COMPANYS POLICY ON PROHIBITION, PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has a policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) 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" notified by the Government of India vide Gazette Notification dated 23rd April, 2013. 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 office as well as at site locations.

Status of Complaints during the financial year 2024-25: a. Number of complaints of sexual harassment received during the year: Nil b. Number of complaints disposed of during the year: Not Applicable

c. number of complaints pending as on end of the financial year and cases pending for more than ninety days: Not Applicable

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is dedicated to safeguarding the rights and welfare of women employees in accordance with the provisions of the Maternity Benefit Act, 1961 and its subsequent amendments. During the financial year, the Company has maintained full compliance with all statutory provisions of the Maternity Benefit Act, 1961. The Company ensures that all eligible women employees are provided with statutory maternity benefits, including paid maternity leave, nursing breaks, and protection against dismissal during maternity leave, as mandated under the Act.

INSURANCE

All the properties of the Company have been adequately insured.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company continues to enjoy cordial relationship with all its personnel at its production plant, corporate office and on the field. Your company organized training programmes wherever required for the employees concerned to improve their skill.

Your company continues to focus on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforce ability. The said regulations were effective December 01, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within 6 months from the effective date.

The Equity shares of the Company are listed on the BSE Limited only.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the Companys objectives, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Companys operations include demand supply conditions, finished goods prices, cyclical demand and pricing in your Companys principal markets, change in Government regulations, tax regimes, economic developments within India or any other country in which your company conducts business and other factors such as litigation and labour negotiations. Your company is not obliged to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent development, information or events or otherwise.

ACKNOWLEDGMENTS

The Management of the Company would like to express their sincere appreciation for the cooperation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. The Management of the Company also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company during the financial year.