Shiva Cement Ltd Directors Report

Dear Members,

We are pleased to present 40 th Annual Report for the financial year ended on 31 st March, 2026. The operational performance during the year is as below.

1. Financial/Operational Performance:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

( Rs. in lakhs)

Particulars	31.03.2026	31.03.2025
Turnover	43,516.77	31,117.22
Operating EBITDA	1,353.41	(1,135.55)
Other Income	542.08	673.62
Finance Cost	13,104.06	11,540.42
Depreciation & Amortization	4,175.13	4,207.34
Profit/(Loss) before exceptional Item	(15,383.71)	(16,209.69)
Profit (Loss) before Taxation	(15,569.75)	(16,209.69)
Tax Expense/benefits	(3,016.50)	(1,962.03)
Profit (Loss) after Taxation	(12,553.25)	(14,247.66)

Highlights of performance:

The total production of Clinker during the year under review was 12.18 lakh MT as compared to production of 9.03 lakh MT in the previous year, recording an increase of 35% over previous year. The total sales of Clinker during the year under review was 11.60 lakh MT as compared to sales of 9.05 lakh MT in the previous year, recording an increase of 28% over previous year.

During the year, as against the sanctioned limit of Rs. 25,000.00 lakhs from DBS Bank Limited, the Company has received term loan amounting to Rs. 17,650.00 lakhs. Cumulative term loan from DBS Bank towards setting up BPSL Cement grinding unit was Rs. 20,150.00 lakhs. Total term loan received for Rs. 17,650.00 lakhs and repaid for Rs. 6,800.00 lakhs during the year. Cumulative term loan balance as on 31 March, 2026 is Rs. 81,625.02 lakhs.

Further, during the year, the Company has borrowed fund for Rs. 16,515.00 lakhs from its holding Company JSW Cement Limited for general corporate purpose. Cumulative borrowed fund balance as on 31 March, 2026 is Rs. 80,546.47 lakhs.

During the year total interest amounting Rs. 12,034.87 lakhs (FY 2024-25: Rs. 10,462.83 lakhs) has been charged & loss to account revenue profit and Rs. 719.56 lakhs (FY 2024-25: Rs. 394.84 lakhs) has been capitalized. During the year company has paid interest due amount for Rs. 12,103.29 lakhs (FY 2024-25– Rs. 10,793.78 lakhs) to bank as well as to its holding company.

2. Transfer to Reserves:

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

3. Dividend:

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

4. Financial Statement:

The Audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the SEBI Listing Regulations and the Indian Accounting Standards.

5. Prospects:

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

6. Holding, Subsidiary & Associate Company:

Your Company does not have any subsidiary nor any associate company. The Company has a holding company as on 31 st March, 2026 namely JSW Cement Limited. The net worth of JSW Cement Limited as on 31 st March, 2026 is Rs. 7,101.45 Crores.

7. Fixed Deposits:

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

8. Credit Rating:

Your Company s commitment to financial discipline and prudent management is underscored by its consistently strong credit ratings from leading rating agency. During the year, the Companys credit rating was

Reaffirmed as Crisil A+/Stable on Rs. 417.24 crore and also reassigned its Crisil AA- (CE) /Stable rating on Rs 648.76 crore bank facility rating on the long term bank facilities of the Company by CRISIL.

9. Extract of Annual Return:

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

10. Share Capital:

The Companys Authorised Share capital during the financial year ended March 31, 2026, remained at Rs. 280,00,00,000 (Rupees Two Hundred Eighty crores only) comprising of Rs. 80,00,00,000 (Rupees Eighty crores only) equity share capital divided into 40,00,00,000 (Forty Crore) Equity Shares of Rs. 2/- (Rupee Two only) each; and Rs. 200,00,00,000 (Rupees Two Hundred crore only) preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of Rs. 100/- (Rupees Hundred Only) each.

The paid-up share capital of the Company during the financial year ended March 31, 2026 remained at Rs. 1,59,00,00,000 (Rupees One Hundred Fifty Nine Crores Only) comprising of 29,50,00,000 (Twenty-Nine Crores Fifty Lakhs) Equity shares of Rs. 2/- (Rupees Two only) each amounting to Rs. 59,00,00,000 (Rupees Fifty Nine Crores Only) and 1,00,00,000 (One Crore) 1% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs. 100/- (Rupees Hundred only) each amounting to Rs. 100,00,00,000 (Rupees Hundred Crores Only).

Further, your Company has not issued any shares with differential rights.

11. Committees of Board:

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

12. Board Meeting:

The Board meets to discuss and decide on Company/ business policy and strategy apart from other business. A tentative date of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation as permitted by law, which are ratified in the next Board meeting.

During the year under review, the Board of Directors met six times on 17 th April, 2025, 28 th April, 2025, 18 th July, 2025, 27 th October, 2025, 29 th January, 2026 and 23 rd March, 2026. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations and Secretarial Standard SS-1.

13. Disclosure under Regulation 32 (7A) of the SEBI Listing Regulations :

No funds were raised by the Company through Preferential allotment or by way of a Qualified Institutional Placement during the F.Y. 2025-26.

14. Compliance with Secretarial Standards:

During the year under review, the Company has complied with Secretarial Standards 1 and Secretarial Standards

2, relating to Meetings of the Board of Directors and General Meetings respectively issued by the Institute of Company Secretaries of India.

15. Directors Responsibility Statement:

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. The accounting policies selected have been applied consistently, and judgements and estimates are made 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. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Annual Accounts of your Company have been prepared on a going concern basis.

e. Your Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively f. Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Declaration of Independence of Directors:

Your Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

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

17. Auditors and Auditors Report:

A. Statutory Auditors and Auditor Report:

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

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

M/s. Shah Gupta & Co., have confirmed are not disqualified to act/continue as Auditors and are eligible to hold office as Statutory Auditors of your Company.

B. Secretarial Auditors and Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013; the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and provisions of Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s. SR Agarwal & Associates, Company Secretaries(CP No. 3286; Peer Review Unit No. 3600/2023) in the 39 th Annual General Meeting held on 14 th July, 2025 to undertake the Secretarial Audit of the Company for the first term of five (5) consecutive years from FY 2025-26 till 2029-30.

The Secretarial Audit Report (issued by M/s. SR Agarwal & Associates, Company Secretaries) for the Financial Year 2026 does not contain any qualification, reservation or adverse remark and is attached to this report as Annexure A . Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

Secretarial Auditors have confirmed not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as SecretarialAuditor of your Company.

C. Reporting of Frauds by Auditors:

During the FY 2025-26, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

18. Listing with Stock Exchanges:

The Company is listed on Bombay Stock Exchange Limited (BSE), Mumbai. The annual listing fees for the year 2025-26 has been paid to the Stock Exchange where the Companys shares are listed.

19. Consolidated Financial Statements:

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

20. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Companies Act, 2013:

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

21. Report on Performance of Subsidiaries, Associates and Joint Venture Companies:

As per the provision of first proviso of Section 129(3) that they of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company is required to attach along with its financial a separate statement containing the salient features of financial statements of its subsidiaries in Form AOC-1.

The Company does not have any Subsidiaries, Associates and Joint Venture Companies. Hence, the details of performance of Subsidiary/ Associate/ Joint venture and their contribution to overall performance on Company is not applicable.

22. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013:

During the year under review, the Company revised its Related Party Transaction Policy Pursuant to Regulatory Changes, in accordance with the amendments to applicable provisions of law / Listing Regulations. The Companys Policy on Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: www.shivacement.com.

During the year under review, all other contracts / arrangements / transactions entered into during the financial year 2025-26 by the Company with Related Parties were in the ordinary course of business and on an arms length basis. Related Party Transactions which are in the ordinary course of business and on an arms length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive nature and/ or entered in the ordinary course of business and are at arms length and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. All RPT are subject to independent review by a reputed accounting firm to establish compliance with the requirements under the Act, and SEBI Listing Regulations.

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

23. Change in nature of business:

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

24. Material changes and commitment affecting the financial position of the Company:

There have been 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 relate and the date of this report.

25. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information on the conservation of energy, technology absorption, and foreign exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is given in Annexure C of this report.

26. Disclosure related to policy:

A. Companys policy on Directors, KMP & other employees appointment and remuneration:

The Company has formulated, amongst other, the Policies on the Directors , KMP & other employees appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website www.shivacement.com.

B. Risk Management Policy:

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

C. Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Companys website and can be accessed at www.shivacement.com.

D. Corporate Social Responsibility:

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

The Company has CSR policy and CSR Committee to review the activities undertaken by the parent company i.e. JSW Cement Limited on behalf of the Company.

The CSR Policy formulated is uploaded on the website of the Company at www.shivacement.com.

27. Vigil Mechanism:

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

28. Evaluation of Board, Committees and Board Members pursuant to provisions of the Companies Act, 2013:

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

Evaluation by Independent Director:

In terms of the Code for Independent Directors (Schedule IV), the Independent Director(s) on the Board of the Company shall evaluate performance of the Non-Independent Director(s), Board as a whole and review performance of Chairperson (if any). Broad parameters for reviewing performance are based on the structured questionnaires related to composition of Board, function of Board, meeting attended by Board

Members, conflict of interest, participation in discussion, time contribution, governance and ethical problem etc.

Evaluation by Nomination and Remuneration (NRC) Committee:

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

Evaluation by Board:

The purpose of Board Evaluation is to achieve persistent and consistent improvement in the governance of the Company at Board level with an intention to establish and follow best practices in Board Governance in order to fulfill

The Board believes, the evaluation will lead to a working relationship among Board members, greater efficiency using the Boards time and increased effectiveness of the Board as governing body. A structured questionnaire was prepared covering all aspects of the Boards and Committees function, for the evaluation of the Board and Committees. The evaluation of the Independent Directors was based on the range of the criteria like independent judgment strategy, performance and risk management; skill, knowledge and Familiarity about the Company, professional advice, attendance in Board and Committee meeting etc. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company.

29. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future:

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

30. Adequacy of Internal Financial Controls:

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

31. Cost Record:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as by the Central Government and accordingly specified such accounts and records are made and maintained. Such cost accounts and records are subject to audit by M/s Kishore Bhatia & Associates Cost Accountants (FirmRegistration -00294), to conduct the cost audit of your Company for the financial year ended March 31, 2026.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)

Amendment Rules, 2014, the Board based on the recommendation of the Audit Committee appointed,

M/s Kishore Bhatia & Associates Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2026–27. M/s Kishore Bhatia & Associates Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for FY 2026-27.

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

Auditors, subject to ratification by the Members of the Company at the ensuing AGM.

32. Directors and Key Managerial Personnel: Appointment of Director

There was no change in Directors during the year under review.

Appointment/Resignation of Key Managerial Personnel

Mr. Manoj Kumar Rustagi (DIN: 07742914) based on the recommendation of Nomination & Remuneration in the Board Meeting held on 23 rd March, 2026, subject to the approval of the Members, has been re-appointed as Whole Time Director & CEO of the Company for the further period of three years commencing from 26 th June, 2026 and concluding on 25 th June, 2029. The Company is in process of seeking Shareholders approval for the same through Postal Ballot.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made there under and Articles of Association of the Company, Mr. Shouvik Chakraborty (DIN–10406430), Non-Executive Director of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting of the Company.

33. Corporate Governance:

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI Listing Regulations on Corporate Governance. Pursuant to Schedule V of the SEBI Listing Regulations, Report on Corporate

Governance along with the Auditors Certificate on its compliance is annexed as Annexure separately to this Annual Report.

34. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Schedule V of the SEBI Listing Regulations has been provided in a separate section and forms part of this Annual Report.

35. Human Resources

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

36. Particulars of Employees

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

37. Disclosure under section 54(1)(d) of the Companies Act, 2013:

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

38. Disclosure under section 67(3) of the Companies Act, 2013

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

39. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy on Prevention of Sexual Harassment of women at workplace. The Company has constituted an Internal Complaints Committee (ICC) for redressal of the complaints arising under POSH Act.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 during the year under review and their breakup is as under:

(a) No. of Complaints filed ended 31.03.2026: 1

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

(c) No. of pending Complaints as on 31.03.2026: NIL

40. Code for prevention of Insider Trading

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (Code) to regulate, monitor and report trading in Companys securities by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The Code covers the Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI. Further, the Company also has a code for practices and procedures for fair disclosure of UPSI which was last reviewed by the Board in financial year 2025-26 and is available on the Companys website at the link: https://shivacement.com/policies/

41. Cyber Security

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the financial year under review, no such incidence was reported.

42. IBC Code and One-time Settlement

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

43. Other Disclosures

In terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the Financial Year 2025-26:

i. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ii. there was no public issue, bonus issue or preferential issue, etc.

iii. there was no transferof unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

44. Acknowledgements

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

45. Cautionary Statement

Statements in the directors report and the management discussion & analysis describing company s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, actual results may differ materially from those expressed in the statement.

Important factors that could influence the company s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.

For and on behalf of the Board of Directors

Shiva Cement Limited

	Manoj Kumar Rustagi	Narinder Singh Kahlon
Date: 04.05.2026	Whole-Time Director & CEO	Director
Place: Mumbai	DIN: 07742914	DIN: 03578016