Shiva Cement Director Discussions


Dear Members,

We are pleased to present 37th Annual Report for the financial year ended on 31st March, 2023. The operational performance during the year is as below.

1. Financial/Operational Performance

(Rs in lakhs)

Particulars 31.03.2023 31.03.2022
Turnover - 346.55
Operating EBIDTA (1,310.30) (801.72)
Other Income 347.38 380.49
Finance Cost 1285.30 879.26
Depreciation & Amortization 5898.63 705.55
Profit/(Loss) before exceptional Item (10,864.20) (3,451.76)
Profit (Loss) before Taxation (10,864.20) (3,451.76)
Tax Expense/benefits (2817.17) (899.84)
Profit (Loss) after Taxation (8,047.03) (2,551.92)

Highlights of performance:

During the year, the Company has commissioned the new clinkerisation facility under ongoing expansion projects at kutra plant on 20.01.2023 and the plant is under trial run phase. In this trial run operation, the plant generated revenue of C 4,763.94 lakhs with corresponding trial run expenses of C 6,002.00 lakhs. The FY 2022-23 ended with net trial run expense of C 1,238.06 lakhs.

(Rs in lakhs)

Particulars 31.03.2023 31.03.2022
Revenue from trial run operation 4,763.94 -
Total trial run expense 6,002.00 -
Net Trial run expense transfer to CWIP 1,238.06 -

Mines operation have been continued for production of Lime Stone to fulfill the requirement of expanded clinker production plant. During the year the company produced 2,37,453 MT of Lime Stones compare to 96,231 MT in FY 2021-22 resulting 147% increase in Limestone production..

During the year certain equipments and machineries of the existing production line have been removed and relocated for integration into ongoing expansion projects, which has resulted in dismantling certain Civil and mechanical structures. Accordingly, the written down value of such dismantled structure amounting to C 2,717.07 lakhs (previous year C 1,340.72 Lakhs) has been charged to the statement of profit and loss during the financial year.

During the year Company has availed term loan amounting C 30,132.23 lakhs (cumulative as on 31.03.2023 : C 60,940.43 lakhs) out of sanctioned amount of C 1,06,600.00 lakhs from different consortium of Banks having Axis Bank Limited as a lead banker. The entire fund have been used in project expansion. Further the company received borrowed funds amounting C 22,769.00 lakhs (cumulative as on 31.03.2023 :

C 62,136.91 lakhs) from its holding company JSW Cement Limited and these funds have been used mostly in project expansion. On total cumulative borrowed fund for C 1,23,077.34 lakhs, the company has incurred interest cost amounting C 7,682.09 lakhs (FY 2021-22 : C 2,692.56 lakhs) which has been capitalized during the year. Further interest amount of C 868.89 lakhs (FY 2021-22 : C 797.43 lakhs) charged to revenue profit & loss account. During the year the company has paid its interest due amount for C 7,192.42 lakhs (FY 2021-22 : C 6,000 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 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards.

5. Prospects:

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

6. Capital Expenditure and new projects:

The details of capital expenditure undertaken by the Company is as under:

• 1.36 MTPA green field clinker project includes 4000 TPD clinker circuit, 8.9 MW WHRS, 132 KV incoming power, OLBC and Railway siding.

• The kiln firing for 4000 TPD clinker plant was successfully carried out on 20th Jan ‘2023. Along with the clinker plant, the infrastructure for 132 kVA incoming power has also been commissioned.

• CTO has been granted for 0.66 MTPA Clinker by OSPCB in Jan 23. Subsequently CTE has been applied for expansion of capacity from 0.66 MTPA to 1.50 MTPA. CTE is expected to be granted by May 23 which shall be followed by application for expansion of CTO to 1.5 MTPA. The CTO for expanded capacity its expected to be obtained by Sep 23.

• WHRS - Commissioning of AQC Boiler is expected by Jun23 and commissioning of PH boiler is expected by Aug23 which would complete the commissioning of entire WHRS plant

• Mobile crushers are presently being utilized for crushing of limestone. The construction and commissioning of stationary crusher of 850 tph is expected to be commenced and completed by Mar ‘24

• Railway Siding - DPR and ESP has been approved by the railway for the total railway siding project. However, keeping in view the time required for land acquisition and meanwhile to facilitate plant operations, a good shed at Sagra railway station (around 24 km by road from the plant) was proposed by Shiva Cement and approved by railway authorities. Accordingly, construction of the good shed is expected to be initiated by Q1 FY24 and completed by Dec 23.

• OLBC - IPCOL and IDCO both have approved 22.80- acre land for the proposed OLBC and forwarded the file to the District administration for preparation of SIA report. Technical offers have been received from FLS, Beumer and Macmet for OLBC on EPC mode excluding civil jobs. Technical evaluation is under progress.

7. Holding, Subsidiary & Associate Company:

Your Company does not have any subsidiary nor any associate company. The Company has a holding company as on 31st March, 2023 namely JSW Cement Limited. The net worth of JSW Cement Limited as on 31.03.2023 is C 2,341.52 crores.

8. 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.

9. Credit Rating

During the year, the Companys credit rating was CRISIL A+(CE)/Stable (reaffirmed) rating on the long term bank facilities of Shiva Cement Limited (SCL) by CRISIL.

10. 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 on the website of the Company and is accessible at the website of the Company at www.shivacement.com.

11. Share Capital:

The Companys Authorised Share Capital during the financial year ended March 31, 2023, remained at C280,00,00,000 (Rupees Two Hundred Eighty crores only) comprising of C 80,00,00,000 (Rupees Eighty crores only) equity share capital divided into 40,00,00,000 (Forty Crore) Equity Shares of C 2/- (Rupee Two only) each; and C200,00,00,000 (Rupees Two Hundred crore only) preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of C100/- (Rupees Hundred Only) each.

The Companys paid-up equity share capital remained at C13,900 lakhs comprising of 1950 lakh Equity shares of C 2/- (Rupee Two only) each amounting to C 3900 crores and One crore 1% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of C100 (Rupee Hundred only) each amounting to C 100 crores (Rupees Hundred crore only).

12. 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 a part of this Annual Report.

13. 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 notified in next Board meeting.

During the year under review, the Board of Directors have met five times on 21.04.2022, 12.05.2022, 27.07.2022, 21.10.2022 and 20.01.2023. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI(LODR) Regulations, 2015"] and Secretarial Standard SS-1.

14. Disclosure Under Reg 32 (7A) of the SEBI(LODR) Regulations, 2015

No funds were raised by the Company through Preferential allotment or by way of a Qualified Institutions Placement during the F.Y 2022-23.

15. Compliance with Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

16. 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 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 the Companies Act 2013 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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.

17. Declaration of Independence of Directors

The 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 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank as on the date of this Report and will undergo the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

18. Auditors and Auditors Report:

A. Statutory Auditors and Auditor Report:

Members of the Company at the 36th 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 36th AGM until the conclusion of 41st 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.

B. Secretarial Auditors and Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

C. Reporting of Frauds by Auditors

During the FY 2022-23, 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.

19. Listing with Stock Exchanges

The Company is listed on Bombay Stock Exchange Limited (BSE), Mumbai. The annual listing fees for the year 2022-23 have been paid to the Stock Exchange where the Companys share are listed.

20. Consolidated Financial Statements

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

21. 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.

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

As per the provision of first proviso of Section 129(3) 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 statements a separate statements 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.

23. 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 Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, in accordance with the amendments to applicable provisions of law / Listing Regulations.

The Companys Policy on Materiality of Related Party Transactions as also Dealing with 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 2022-23 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.

The Company has developed a framework for the purpose of identification and monitoring 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 in Form AOC-2 is attached as Annexure B to this Report

24. Change in nature of business

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

25. 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.

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

A statement containing necessary information, as required under the Companies Act, 2013 is annexed hereto in Annexure-C.

27. 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

I n terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘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.

Also, 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.

28. 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 on its website www.shivacement.com.

29. 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. 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 fiduciary obligation to the Company. 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.

30. 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.

31. 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.

32. Cost Record:

Maintenance of Cost records under the provisions of the Companies Act, 2013 is not applicable to the Company.

33. Directors and Key Managerial Personnel:

Appointment/Resignation of Director

Mr. Jagdish Toshniwal (DIN- 01539889) has been appointed as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years with effect from 21st April, 2022.

Mr. Sanjay Sharma (DIN-02692742), has been appointed as a Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 21st October 2022.

Mr. Bimal Kumar Mangaraj (DIN- 01326783), Non- Executive Independent Director of the Company has completed the second term of office on 31st March, 2023 and consequently he also ceased to be on the Board upon completion of his term as an Independent Director of the Company with effect from close of business hours of 31st March, 2023.

There were no changes in Key Managerial Personnel during the year under review.

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. Rajendra Prasad Gupta (DIN- 01325989), 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.

Resignation of Independent Director

Mr. Sanjay Sharma, Non-Executive Independent Director of the Company resigned from the Company with effect from 27th April 2022 and confirmed that there are no other material reasons for his resignation other than those mentioned in his resignation letter.

34. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance. Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors Certificate on its compliance is annexed separately to this Annual Report.

35. 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 Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of this Annual Report.

36. 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.

37. Particulars of Employees

The provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the employees were in receipt of remuneration exceeding the limits specified therein.

Further in terms section 197 of the Companies act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the period under review there is no increase in sitting fees paid to the Independent Directors of the Company, the Whole-time Director of the Company gets a remuneration of C 1 per month. The Chief Financial Officer & Company Secretary of the Company does not get any remuneration from the Company as they are deputed by JSW Cement Limited, Holding Company.

38. 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.

39. 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.

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

The Company has a policy on Prevention of Sexual Harassment at workplace. The policy has been framed as per "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and an internal Committee has been constituted for redressal of the complaints.

41. 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.

42. Other Disclosures

I n terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial year under review:

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, rights issue, bonus issue or preferential issue, etc.

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

iv. AUDIT COMMITTEE

Pursuant to the reconstitution of the Audit Committee by the Board in its meeting held on 21.10.2022, the Audit Committee comprises of four Non-Executive Independent Directors and one Executive Director.

Mr. Bimalkumar Mangaraj is the Chairman of the Audit Committee (upto 31st March 2023). The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. There are no recommendations of the Audit Committee that have not been accepted by the Board.

43. 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.

44. Cautionary Statement

Statements in the directors report and the management discussion & analysis describing companys 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 companys 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 Rajendra Prasad Gupta
Date: 16.05.2023 Whole-Time Director Director
Place: Kutra, Sundargarh DIN:07742914 DIN: 01325989