The Board of Directors of the Company presents before you the 46th Annual Report together with the
Standalone Audited financial statements of Bheema Cements Limited (‘The Company’ or ‘Bheema’) for
the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company’s operations are as follows:

The Company has adopted Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the
Companies Act, 2013 (“the Act”) read with the relevant rules issued thereunder and accordingly, these
financial statements for all the periods presented have been prepared in accordance with the recognition and
measurement principles as stated therein.

PERFORMANCE AND FUTURE OUTLOOK

During the financial year under review, your Company had reported total Income of 6.52 Lakhs as against
INR 3.81 Lakhs during the previous Financial Year. The Company recorded a net loss of INR 3009.97
Lakhs as against net loss of INR 3373.57 Lakhs during the previous Financial Year.

Pursuant to completion of the Corporate Insolvency Resolution Process (CIRP), the Company’s operations
have not yet commenced as of the date of this report. The Board of Directors is actively undertaking the
necessary measures to restore operations and place the Company on a path of sustainable growth.

CHANGE IN CONTROL AND NATURE OF BUSINESS

Your Company is engaged in the business of manufacturing and distribution of cement and there is no
change in the control and nature of business activities during the period under review.

SHARE CAPITAL

(1) Authorised Share Capital

The authorized share capital of the Company is INR 78,00,00,000/- (INR Seventy-eight Crores
Only) divided into 7,80,00,000 (Seven Crore Eighty Lakhs Only) Equity shares of INR 10/- each.
During the year under review there is no change in the authorized share capital of the Company.

(2) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company is INR 32,61,00,020/- (INR
Thirty-two Crores Sixty One Lakhs and Twenty only) divided into 3,26,10,002 (Three Crore Twenty
Six Lakhs Ten Thousand and Two Equity shares of INR 10/- each.

DEMATERIALIZATION OF SHARES

During the year under review, the Company has neither issued shares with differential voting rights nor granted
stock options nor sweat equity shares. As on March 31, 2025 there are no instruments convertible into the equity
shares of the Company, hence there is no change in the issued, subscribed and paid-up share capital of the
Company.

The entire shareholding of the promoters of your Company and all its shareholders is in Demat form and
as on date 100% of the Shareholding of the Company is held in Demat Mode.

TRANSFER TO RESERVES

During the year under review your Directors do not propose to transfer any amount to the general
reserves (Previous year: NIL).

DIVIDEND

During the financial year under review, the Company has not earned any profits as the commercial
production has not yet commenced. Hence due to inadequacy of profits, your Directors do not propose any
dividend for the Financial year 2024-25 (Previous year: NIL)

BUSINESS RESPONSIBILITY REPORT

Since your Company is not included in list of top 1000 Company based on the market capitalization, the
inclusion of Business Responsibility Report in the Annual Report is not mandatory for the company.

TRANSFER OF THE AMOUNT OF UNPAID DIVIDEND AND EQUITY SHARES TO
INVESTOR EDUCATION & PROTECTION FUNDS (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“the Rules”) the unpaid or unclaimed dividend for a continuous period
exceeding 7 years is required to be transferred by the company to the IEPF established by the Government
of India. Further, the shares on which dividend has not been paid or claimed by the shareholders for 7
(seven) consecutive years or more are also required to be transferred to the D-mat account of the IEPF
Authority.

Since your company has no unpaid or unclaimed dividend for a continuous period exceeding 7 years there
is no requirement to transfer any amount or shares to the IEPF

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings
of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto
or re-enactment thereof for the time being in force), the Company has not given any Loans, made any
investments, given any guarantees or acquire any security covered under Section 186 of the Companies Act,
2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

There were no significant or material orders passed by any regulators, courts, or appellate tribunals during
the year under review and up to the date of this report, which may impact the going concern status of the
Company or its future operations

DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year under review, your Company is not having any Subsidiary, Associate or Joint
Venture Companies.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

The Company do not have any holding or subsidiary Company during the year under review.

BOARD OF DIRECTORS (BOD) & KEY MANAGERIAL PERSONNEL (KMP)

i. Composition of Board:

The Board of the Company is duly constituted with optimum combination of Executive and Non-Executive
Directors and consists of the following:

ii. Director seeking appointment/re-appointment

In accordance with the provisions of the Companies Act, 2013, Mr. Raja kishore Tadimalla (DIN:
02091671) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment. Your Board recommends passing necessary resolution as set out in the notice of
the 46th Annual General Meeting for reappointment.

iii. Changes in Directors and Key Managerial Personnel

During the period under review there is no change in the Key Managerial Personnel of the Company.

iv. Policy on directors’ appointment and remuneration and other details

The Company has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy
on Nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons
who are qualified to be appointed as directors and, or senior management personnel of the company, along
with the criteria for determination of remuneration of directors, KMP’s and other employees and their
evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act,
2013 and Regulation 19 of SEBI (LODR) Regulations 2015. The said policy will be made available on the
Company Website of the Company (i.e. https://www.bheemacements.in/)

v. Declaration of independency by the Independent Directors

The Company has received necessary declaration from all the Independent Directors as required under section
149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per Regulation
16(1)(b) the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all
the Independent Directors fulfills the criteria of the independency as required under provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There has been no change in the
circumstances, which has affected their status as independent director.

vi. Annual Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board
of Directors has carried out an Annual Evaluation of its own performance, performance of the Directors and
of the working of its Committees. The Board’s functioning was evaluated on various aspects, including inter
alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and
delineation of responsibilities to various Committees, effectiveness of Board processes, information and
functioning.

Evaluation of the Committees performance was based on the criteria like composition, its terms of the
reference and effectiveness of committee meetings, etc., Individual Director’s performance evaluation is
based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their
contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of
his role. These performance exercises were conducted seeking inputs from all the Directors / Committee
Members wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

(a) Feedback is sought from each Director about their views on the performance of the Board, covering
various criteria such as degree of fulfilment of key responsibilities, Board structure and composition,
establishment and delineation of responsibilities to various Committees, effectiveness of Board processes,
information and functioning, Board culture and dynamics, quality of relationship between the Board and
the Management and efficacy of communication with external stakeholders. Feedback was also taken from
every Director on his assessment of the performance of each of the other Directors.

(b) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from
all the Directors.

(c) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent
Directors at their meeting, summarizing the inputs received from the Directors as regards Board’s
performance as a whole and of the Chairman. The performance of the Non-Independent Non-Executive
Directors and Board Chairman is also reviewed by them.

(d) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board
(as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented
to the Board and a plan for improvement is agreed upon and is pursued.

(e) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and
these assessments are presented to the Board for consideration. Areas on which the Committees of the
Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.

(f) Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points
arising out of the evaluation are presented to the Board and action plans are drawn up. During the year
under report, the recommendations made in the previous year were satisfactorily implemented.

The peer rating on certain parameters, positive attributes and improvement areas for each board member are
also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in
detail and, where required, independent and collective action points for improvement are put in place.

vii. Familiarisation Programme

The Company familiarises its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarisation programme. The Company also conducts orientation programme upon
induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The
familiarisation programme for Independent Directors is disclosed on the Company’s website.

viii. Meetings of the Board of Directors

The Board of Directors of the Company met at regular intervals during the financial year 2024-25. The notice
of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held at the
registered office of the Company situated at Hyderabad (Telangana). The Agenda of the Board/Committee
meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee
meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take
an informed decision.

The Board met 7 (Seven) times during the financial year 2024-25 on the dates mentioned below and the
maximum interval between two consecutive board meetings did not exceed 120 days.

The Company has complied with all the requirements of the Secretarial Standard-1 in respect of the Board
and the Committee Meetings.

EVALUATION BY INDEPENDENT DIRECTOR:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of
the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of
executive director. The same was discussed in the Board meeting at which the performance of the Board,
its committees and individual directors was also discussed. Performance evaluation of independent directors
was done by the entire Board, excluding the independent director being evaluated.

SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS:

In compliance with the provisions of the Act and Regulation 25 of Listing Regulations, a separate meeting
of Independent Directors of the Company was held inter alia, to discuss the following:

(a) To review and evaluate the performance of Non-Independent Directors and the Board and Committee
as a whole;

(b) To review and evaluate the performance of the Chairperson of the company, taking in account the views
of the Executive and Non-Executive Directors;

(c) To assess and evaluate the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

Upon the conclusion of the meeting, the Independent Directors expressed their satisfaction over the
performance of the other Directors and the Board and Committee as a whole. They also expressed their
satisfaction over the quality, quantity and flow of information between the company management and the
Board / Committees of the Board from time to time. The consolidated Evaluation Report of the Board,
based on inputs received from the Directors was discussed at the meeting of the Board and the action areas
identified in the process are being implemented to ensure a better interface at the Board / Management level.

OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF
THE COMPANY:

In the opinion of the Board of Directors of the Company the Non-Executive Independent directors on the
Board of the Company are independent of the management and complies with criteria of Independent
Director as submitted by them under Companies Act, 2013 and under Securities and Exchange Board of
India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors does possess integrity, expertise and also have relevant experience
which is necessary or suitable to be the Independent Directors of the Company.

ix. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act,
2013:

(a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if
any;

(b) that such accounting policies as mentioned in notes to accounts of the financial statements have been
selected and applied consistently and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and
of the profit of the Company for the year ended on that date;

(c) that 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) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

x. Committees of the Board

During the year under review, the Board has the 4(Four) Committees, as required under the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders’ Relationship Committee

(d) Internal Complaint Committee on the Sexual Harassment of women at work place

Details of all the Committees along with their charters, composition and meetings held during the
year, are provided in the “Report on Corporate Governance” which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR)
Regulations 2015 the Company already has in place “Vigil Mechanism Policy” (Whistle Blower Policy)
for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards
to employees and Directors from any financial statements and reports, etc.

The employees of the Company shall have the right/option to report their concern/grievance to the Chairman
of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The
Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations. The Company has disclosed the policy at the website of the Company.

The Audit Committee of the Company is also committed to ensure fraud-free work environment. It is
convention of your Company to investigate complaints speedily, confidentially and in an impartial manner
and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are
always maintained.

During the financial year 2024-25, no cases under this mechanism were reported to the Company.

AUDITORS

(a) Statutory Auditors

Pursuant to the applicable provisions of the Companies Act, 2013, M/s P. Murali & Co., Chartered
Accountants (Firm Registration No. 007257S), Hyderabad, were appointed as the Statutory Auditors of the
Company to hold office for a period of 5 (five) consecutive years from the conclusion of the 41st Annual
General Meeting till the conclusion of the 46th Annual General Meeting of the Company. However, the said
Auditors have tendered their resignation vide their letter dated 12th August, 2025 due to their pre-occupation

with other assignments and expressed their inability to continue as the Statutory Auditors of the Company.
The Board of Directors has taken note of the resignation of the Statutory Auditors.

The Board of Directors, at its meeting held on 31st October, 2025, has appointed M/s N G Rao & Associates,
Chartered Accountants (Firm Registration No. 009399S), to fill the casual vacancy caused by the resignation
of M/s P. Murali & Co., Chartered Accountants, subject to the approval of the members in the ensuing
General Meeting.

Statutory Auditor’s Report

The Statutory Auditors have issued a Qualified Opinion in their report on the financial statements of the
Company. The observations and comments of the Auditors are explained wherever necessary in the relevant
notes to the accounts forming part of the Financial Statements. The Auditor’s Report forms part of this
Annual Report.

(b) Internal Auditors

M/s Abhishek Kabra & Co., Chartered Accountants (bearing F.R.N:017123S), have been appointed to
conduct internal audit of the functions and activities of the Company pursuant to Section 138 (1) of the
Companies Act,2013 and applicable rules thereof.

(c) Cost Auditors

The Company has not appointed cost auditor during the financial year under review as your company is not
required to maintain cost records as per the provisions of the Companies Act, 2013. The Company has not
yet commenced its business operations since the overhauling of the plant is in progress.

(d) Secretarial Auditors and Report

M/s Surabhi Agrawal & Associates (bearing M.No.:56574; COP No.:23696), Practising Company
Secretaries have been appointed to conduct the Secretarial Audit of the Company. Pursuant to the provisions
of section 204 (1) of the Companies Act, 2013 the Secretarial Audit Report submitted by the Secretarial
Auditors for the financial year ended March 31.2025 is annexed herewith as “Annexure A”.

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

(e) Disclosure of frauds against the Company:

There were no instances of reportable fraud to the Central Government covered under section 134(5)(e) of
the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by
them under section 143(12) to the Central Government during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since your Company is not having adequate profits (average net profits for the last three financial years),
the provisions of section 135 of the Companies Act, 2013 and rules thereof are not applicable on the
Company during the financial year under review. However, the Company is committed to build its CSR
capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required
to be given as the Company is not required to contribute towards CSR activities during the financial year under
review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion and
Analysis Report for the year under review, is presented in a separate section forming part of the Annual
Report as “Annexure B”.

The Management Discussion and Analysis gives details of the overall industry structure, developments,
performance and state of affairs of the Company, Internal controls and their adequacy, risk management
systems and other material developments during the financial year.

CORPORATE GOVERNANCE

The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2)
and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed hereto and marked as “Annexure C” and forms part of this Report.

MD & CFO CERTIFICATION

Certificate obtained from the Managing Director and Chief Financial Officer, pursuant to Regulation 17(8)
of SEBI (LODR) Regulations, 2015 and for the year under review was placed before the Board at their
meeting held on 23^rd March,2026

A copy of the certificate on the financial statements for the financial year ended March 31, 2025 is annexed
along with this Report and marked as “Annexure D”.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit
Committee and the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system to ensures that all transactions are authorized, recorded and
reported correctly, and assets are safeguarded and protected against loss from unauthorized use or
disposition. Your Company has adequate internal controls for its business processes across departments to
ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of
resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance
with policies, plans and statutory requirements. It comprises of experienced professionals who conduct
regular audits across the Company’s functions. The Company has also appointed a firm of Chartered
Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report
to the Audit Committee. The control mechanism and the process of testing of controls were discussed with
the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal F inancial Controls
which forms an integral part of this Report

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as
required under the Companies (Auditor's Report) Order, 2003. The Company has also appointed M/s.
Abhishek Kabra & Co., Chartered Accountants, as Internal Auditor of the Company for the Financial Year
2024-25 to conduct internal audit of the functions and activities of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS AT THE ENSUING ANNUAL GENERAL
MEETING

Your Company is providing E-voting facility pursuant to the provisions of section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.
The details regarding e-voting facility is provided as notes to the notice of the 46^th Annual General Meeting
of the Company.

ANNUAL RETURN

The Annual Return for the year ended March 31,2025 in Form MGT-7, as required to be filed with the
Ministry of Corporate Affairs, shall be made available on the Company’s website i.e.
https://www.bheemacements.in/

PARTICULARS OF LOANS, INVESTMENT, GUARANTEES OR SECURITIES

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings
of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or
re-enactment thereof for the time being in force), the Company has not given any Loans, or provided any
guarantees or acquired any securities or made any investments covered under Section 186 of the Companies
Act, 2013.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION AND PARTICULARS OF EMPLOYEES.

Since your company is not paying any remuneration to any of the Director of the Company the disclosure
pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

Further, since the Company is not having any employees during the financial year under review the details
of Top 10 employees is not required.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were on an arm’s length basis
and were in the ordinary course of business as part of Company’s philosophy of adhering to highest ethical
standards, transparency and accountability. These transactions are not likely to have any conflict with
Company's interest.

All Transactions entered into with the related parties up to March 31, 2025 were placed before the Audit
Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained
for all such transactions for the Financial Year 2024-25. The transactions entered into pursuant to the
omnibus approval so granted were audited and a statement giving details of all related party transactions was
placed before the Audit Committee for its review on a quarterly basis. The particulars of transactions
between the Company and its related parties are set out at in the Notes to Accounts in the Financial Statement
annexed with this report.

The particulars of contracts or arrangements with related parties as defined under Section 188 of the
Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as “Annexure E” and
forms part of this Report.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved
a policy on related party transactions.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3 of Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, names and
other particulars of the top ten employees in terms of remuneration drawn and the name of every employee
who is in receipt of such remuneration stipulated in said Rules are required to be set out in a statement
which has been uploaded on website. Further, the Report and the Financial Statement are being sent to the
shareholders excluding the aforesaid statement. In term of Section 136 of the Act, the said statement is open

for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of
the same may write to the Company Secretary at the Registered Office.

DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE
FINANCIAL YEAR:

The provisions relating to implementation of a Resolution Plan are not applicable to the Company during
the year under review. Accordingly, no such disclosure is required to be made in this report.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

Except as mentioned elsewhere in the report, there are no material changes and commitments affecting position
between the end of the financial year and date of the report;

LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Company's business philosophy. We are
subject to laws and regulations in diverse areas as trademarks, copyright, patents, competition, employee
health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple
authorities regulating same areas lead to complexity in compliance. We closely monitor and review our
practices to ensure that we remain complaint with relevant laws and legal obligations.

The Company is following up with the regulatory and statutory authorities to arrange all the license and
approvals required for recommencement of the plant as per various rules and regulations applicable to the
Company.

SYSTEM AND INFORMATION:

Your Company's operations are increasingly dependent on IT systems and the management of information.
Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the
need for secure and reliable IT systems and infrastructure, and careful management of the information that
is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to
operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we
have firewalls and threat monitoring systems in place, complete with immediate response capabilities to
mitigate identified threats. Our employees are trained to understand these requirements.

SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-
1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by
the Central Government.

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

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014 are provided in the “Annexure-F” forming part of this Report.

INDUSTRY BASED DISCLOSURE

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of
Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in
accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has in place internal complaints committee as required. During the financial year
ended March 31st 2025, the Company has not received any Complaints pertaining to Sexual Harassment.

GREEN INITIATIVE BY MCA ON CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (“MCA”) has taken a green initiative in corporate governance by
allowing paperless compliance by the companies and permitted the service of annual reports and
documents to the shareholders through electronic mode subject to certain conditions and the company continues
to send annual report and other communications in electronic mode to the members having email addresses and
for the members who have not registered their email addresses, physical copies are sent through the permitted
mode.

We encourage shareholders to receive their copy of the annual report through electronic mode. This will also
contribute to saving costs and reduce our use of natural resources.

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 input costs, changes in government regulations, tax laws,
economic developments within the country and other factors such as litigation and industrial relations.

APPRECIATION / ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation and express their gratitude for the contribution made
by the employees at all levels but for whose hard work, and support, your Company’s achievements would not
have been possible. The Board takes this opportunity to express its gratitude for the valuable assistance and co¬
operation extended by Government Authorities, Banks, Corporate Debt Restructuring (CDR) Cell, Financial
Institutions, Vendors, Customers, Advisors and other business partners.

Bheema Cements Limited By Order of the Board of Directors

CIN: L26942TG1978PLC002315 For, BHEEMA CEMENTS LIMITED

Registered Office: _SD/- SD/-

t'³'⁶⁵²^ ^F!f f^A; ♦ Prasanna Sai Raghuveer Kandula ^Kuchamp^{udi Srinivasa}

^{Kautilya Amrutha Estates} _{Managing Director} Upendrasaket Varma

^mapg^a Hy^ra^ Whole-time Director

Telangana State -500082, India ^DIN.0706³³68 DIN 07087346

Place: Hyderabad
Date : 23^rd March, 2026