Orient Cement Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 15 th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March

Financial 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).

The summarised financial highlight is depicted below:

( in crore)

Particulars	FY 2025-26	FY 2024-25
Revenue from operations	2793.12	2708.83
Earnings before interest, depreciation, amortisation and taxation	568.47	321.19
Less: Interest / finance costs	12.72	22.69
Profit before depreciation and taxation	555.75	298.50
Less: Depreciation and amortisation expenses	231.11	153.01
Profit before exceptional items and tax	324.64	145.49
Less: Exceptional items - Expense	6.33	-
Profit before taxation	318.31	145.49
Less: Taxes	(19.38)	54.24
Net profit	337.69	91.25
Transferred from Employee Stock Options Outstanding	-	-
Profit brought forward from last year	1070.07	1,010.79
Profit available for appropriations	1407.76	1,102.04
Appropriations
Other comprehensive income	3.21	(1.23)
Dividend on equity shares	10.27	30.73
Balance carried to balance sheet	1400.70	1070.07
EPS ( )	16.44	4.45

1. There are no material changes and commitments The key aspects of your Companys operational affecting the financial position of your Company performance during the FY26 are as follows: which have occurred between the end of the financial

Total sales volume for the year stood at 62.37 lakh year and the date of this report. tonnes, compared to 54.16 lakh tonnes in FY25,

2. There has been no change in nature of business of reflecting a growth of 15%. your Company.

Blended cement sales accounted for 54.02% for the Performance Highlights year, compared to 53% in FY25.

Overall capacity utilisation stood at 73%.

Your Company delivered a resilient performance for the year with highest ever annual volume of 6.2 Million Tonnes, EBITDA for the year is I 568.47 crores, compared to revenue of I 2793.12 crore, EBITDA at I 568.47 crore I 321.19 crores in FY25.

(I 911 PMT) and PAT of I 337.69 crore.

Net profit for the year isI 337.69 crores, compared to I 91.25 crores in FY25.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Credit Rating

Your Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Dividend and Reserves

Dividend

The Company has been consistently declaring dividends since its inception. Your directors are pleased to recommend a finaldividend amounting to I 0.50 (50%) per equity share of face value of I 1/- each for the financial year ended March 31, 2026, as against final dividend of I 0.50/- (50%) per equity share, paid in the immediately preceding year. The payment of the final dividend for the financial year 2025-26 is subject to the approval of shareholders at the forthcoming Annual General Meeting (AGM) of the Company and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders, would involve a cash outflow of 10.27 crore.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Companys website and link for the same is given in Annexure - A of this report.

Unclaimed Dividends

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the

Corporate Governance Report, which forms part of this Integrated Annual Report.

Investor Education and Protection Fund (IEPF)

During the financial year 2026-27, your Company has to transfer unclaimed and unpaid dividends pertaining to year 2018-19 to IEPF. Further, corresponding shares, on which dividends have remained unclaimed and unpaid for seven consecutive years, will be transferred to IEPF as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already to the IEPF, year wise amounts of unclaimed / unpaid dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the shareholder information section of the Corporate Governance Report forming part of this Integrated Annual Report and are also available on your Companys website at www.orientcement.com

Transfer to Reserves

As permitted under the Act, the Board of Directors (Board) does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY26, after all appropriations and adjustments, was 1400.70 crore.

Share Capital

The Board, at its meeting held on April 13, 2025, allotted 3,49,976 fully paid-up equity shares of I 1/- each pursuant to the exercise of employee stock options under the Orient Cement Limited Employees Stock Option Scheme, 2015. Consequent to the aforesaid allotment, the paid-up share capital of the Company increased from I 20,51,09,897 divided into 20,51,09,897 equity shares of I 1/- each to I 20,54,59,873 divided into 20,54,59,873 equity shares of I 1/- each. The said equity shares shall rank pari passu in all respects with the existing equity shares of the Company. Consequently the paid-up equity share capital as on March 31, 2026, was I 20,54,59,873 divided into 20,54,59,873 equity shares of I 1/- each.

Share Purchase Agreement/Open Offer

During the year, Ambuja Cements Limited, an Adani Group company, consummated transactions under two Share Purchase Agreements dated October 22, 2024, with members of the erstwhile promoter group and certain other institutional sellers. Pursuant to these agreements, Ambuja acquired 46.66% of the equity share capital of the Company, thereby obtained control.

Following this acquisition:

Ambuja Cements Limited has been classified as the Promoter of the Company.

The previous promoters, including members of the Birla family and associated entities, have ceased to hold shares and control, and have been reclassified as public shareholders in accordance with Regulation

31A of the SEBI Listing Regulations.

During the year under review, an open offer was made by Ambuja Cements Limited (Acquirer) to acquire up to 5,34,19,567 equity shares of the Company at a price of transferred I 395.40 per share from the eligible public shareholders, in accordance with the SEBI (SAST) Regulations.

Pursuant to completion of the Open Offer, the Acquirer acquired 5,34,19,567 equity shares of the Company. Consequently, the shareholding of the Acquirer increased to 14,92,92,730 equity shares, constituting 72.66% of the paid-up share capital of the Company.

Schemes of Amalgamation

On December 22, 2025, the Board approved the Scheme of Amalgamation of Orient Cement Limited (Transferor

Company) with and into Ambuja Cements Limited (Transferee Company), in accordance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder, with an appointed date of May 1, 2025.

The Company has filed applications with BSE Limited and National Stock Exchange of India Limited for obtaining their no-objection letters in relation to the aforesaid Scheme.

Shifting of Registered Office:

During the financial year under review, the Board at its meeting held on April 23, 2025, approved the shifting of the Registered Office of the Company from Unit VIII, Plot No. 7, Bhoinagar, Bhubaneswar, Odisha 751012 to Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad 382421, Gujarat, subject to the approval of the Members of the Company. The Members accorded their approval for the said shifting on June 28, 2025. Further, the Company had received approval from the Regional Director, Ministry of Corporate Affairs, vide order dated December 18, 2025, the alteration of the Memorandum of Association for shifting of the Registered Office from the State of Odisha to the State of Gujarat. Accordingly, the said order was registered with the Registrar of Companies, Ahmedabad on January 9, 2026, and upon filing e-forms, the Registered Office of the Company was shifted to Ahmedabad and recorded under the jurisdiction of Registrar of Companies, Ahmedabad.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY26 or the previous year. Your Company did not accept any deposit during the year under review.

Particulars of Loans, Guarantees and Investments

The Company has not given any loan or guarantee and/or provided security that are covered under the provisions of

Section 186 of the Act.

Please refer to note no. 11 of the notes to the statements of the Company for the financial year 2025-26 for details regarding inter-corporate investments of the Company as of March 31, 2026.

Subsidiaries, Associates and Joint Venture Companies

During the financial year 2025-26, the Company had no subsidiary, associate or joint venture company.

Material Subsidiaries

Your Company does not have any unlisted material subsidiary company. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Companys website and link for the same is given in Annexure - A of this report.

Directors and Key Managerial Personnels

As of March 31, 2026, your Companys Board comprised of 6 (six) members comprising of one Executive Director, two Non-Executive & Non-Independent Directors and three Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identifiedcore skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in Designation of Directors of the requisite During the year under review, pursuant to Ambuja (part of Adani group) acquiring sole control of the Company, there was change in control and management of the

Company. The Board, based on the recommendations of the Nomination & Remuneration Committee (NRC Committee), at its meeting held on April 22, 2025, considered and approved the following changes in the composition of the Board of the Company:

Appointment

Mr. Vinod Bahety (DIN: 09192400) was appointed as an Additional Director (Non-Executive, Non-Independent) on the Board of the Company with effect from April 22, 2025, who was subsequently regularised as Director liable to retire by rotation vide approval of the shareholders through postal ballot on June 28, 2025.

Annual Report 2025-26

Mr. Rakesh Kumar Tiwary (DIN: 06895533) was appointed as an Additional Director (Non-Executive, Non-Independent) on the Board of the Company. w.e.f. April 22, 2025, who was subsequently regularised as Director liable to retire by rotation vide approval of the shareholders through postal ballot on June 28, 2025.

Mr. Vaibhav Dixit (DIN: 09085118) was appointed as an Additional Director (Non-Executive, Non-Independent) on the Board of the Company w.e.f. April 23, 2025, who was subsequently regularised as Director liable to retire by rotation vide approval of the shareholders through postal ballot on June 28, 2025.

Mr. Sudhir Nanavati (DIN: 00050236) was appointed as an Additional Director (Non-Executive, Independent) of the Company w.e.f. April 22, 2025, whose appointment was subsequently regularised as Independent Director (not liable to retire by rotation) of the Company vide approval of the shareholders through postal ballot on June 28, 2025. Mr. Ravi Kapoor (DIN: 00003847) was appointed as an Additional Director (Non-Executive, Independent) of the Company w.e.f. April 22, 2025, whose appointment was subsequently regularised as Independent Director (not liable to retire by rotation) of the Company vide approval of the shareholders through postal ballot on June 28, 2025. Mrs. Shruti Shah (DIN: 08337714) was appointed as an Additional Director (Non-Executive, Independent) of the Company w.e.f. April 22, 2025, whose appointment was subsequently regularised as Independent Director (not liable to retire by rotation) of the Company vide approval of the shareholders through postal ballot on June 28, 2025. Further, during the year under review, Mr. Rohit Soni (DIN: 09336186) was appointed as an Additional Director (Non-Executive, Non-Independent) on the Board of the Company with effect from November 21, 2025 in place of Mr. Rakesh Kumar Tiwary (DIN: 06895533). The said appointment of Mr. Rohit Soni was subsequently regularised as Director liable to retire by rotation vide approval of the shareholders through postal ballot on February 17, 2026.

Resignations

In view of the change in control and management of the

Company during the year under review, the following changes took place in the Board of the Company:

Mr. Chandrakant Birla, Chairperson and Executive Director, tendered his resignation with effect from the closure of the Board meeting held on April22, 2025.

Mr. Desh Deepak Khetrapal, Chief Executive Officer and Managing Director (KMP), stepped down from the Board and his executive role with effect from close of business hours on April 22, 2025.

Mrs. Amita Birla, Non-Executive Non-Independent Director, resigned with effect from the closure of the Board meeting held on April 22, 2025.

Mr. Swapan Dasgupta, Independent Director, resigned with effect from the closure of the Board meeting held on April 22, 2025, citing other professional commitments.

Mr. Yasodhara Rama Krishna Rao Ippagunta, Independent Director, resigned with effect from the closure of the Board meeting held on April 22, 2025, citing other preoccupations.

Mrs. Varsha Vasant Purandare, Independent Director, stepped down from the Board with effect from the closure of the Board meeting held on April 22, 2025, due to professional commitments.

Mr. Kartick Maheshwari, Independent Director, resigned with effect from the closure of the Board meeting held on April 22, 2025, owing to professional commitments.

The Board acknowledged its sincere appreciation for the contribution and guidance made by the Directors during their respective tenure.

Further, during the year, Mr. Rakesh Tiwary (DIN: 06895533), who was a Director of the Company, ceased to be a Director with effect from November 21, 2025. The Board acknowledged his contribution and guidance during his tenure and placed on record its appreciation.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Vinod Bahety (DIN: 09192400) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board, on the recommendation of Nomination and Remuneration Committee (NRC) of the Company, recommends the re-appointment of Mr. Vinod Bahety as a Director for your approval.

Declaration by Independent Directors

Your Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an

Independent Director. 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.

Key Managerial Personnel (KMP)

In view of the change in control and management of the

Company during the year under review, the following changes took place in the Key Managerial Personnel (KMP of the Company: Mr. Desh Deepak Khetrapal, Chief Executive Officer and Managing Director (KMP), stepped down from the Board and his executive role with effect from close of business hours on April 22, 2025.

Mr. Prakash Chand Jain resigned as Chief Financial Officer (CFO) and KMP with effect from close of the business hours of April, 22, 2025.

Ms. Diksha Singh resigned as Company Secretary (CS) & Compliance Officer and KMP of the Company with effect from close of the business hours on April 22, 2025. Mr. Vaibhav Dixit, Wholetime Director & Chief Executive Officer as KMP of the Company for a term of three years with effect from April 23, 2025. Ms. Kajal Sarda was appointed as Chief Financial Company with effect from Officer April 23, 2025.

Appointment of Ms. Shrishti Jain as Company Secretary (CS), Compliance Officer and Key Managerial Personnel (KMP) of the Company with effect from April 23, 2025. Further, during the year under review, Ms. Shrishti Jain resigned from the position of Company Secretary, Compliance Officer, and Key Managerial Personnel (KMP) of the Company with effect from the close of business hours on January 09, 2026, to pursue an alternate career opportunity outside the Organisation. The Board subsequently appointed Ms. Pranjali Dubey as Company Secretary, Compliance Officer, and Key Managerial Personnel (KMP) of the Company with effect from April 07, 2026.

As on the date of this report, following are the KMPs of your Company as per Sections 2(51) and 203 of the Act:

Mr. Vaibhav Dixit, Wholetime Director & CEO (w.e.f. April 1, 2025)

Ms. Kajal Sarda, Chief Financial Officer (w.e.f. April23, 2025)

Ms. Pranjali Dubey, Company Secretary (w.e.f. April7,2026)

Committees of Board

Pursuant to change in control and management of the

Company and as required under the Companies Act, 2013 and the SEBI Listing Regulations the Company has reconstituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business matters including any specific items that the Board may decide to delegate. As on March 31, 2026, the Board has constituted the following committees / sub-committees.

Statutory Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Governance Committees:

Corporate Responsibility Committee

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 10 (Ten) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate

Governance Report, which forms part of this Integrated Annual Report.

Performance Evaluation

Your Company has engaged an independent external agency Talentonic HR Solutions Private Limited (Talentonic) to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for FY26.

A detailed Board effectiveness assessment questionnaire was developed by Talentonic based on the criteria and framework adopted by the Board. Virtual meetings were organised with the Directors and discussions were held on key themes i.e. fiduciary role of the board, board involvement in strategy, quality of board discussions, organisational development and talent, partnership culture and board structure & capability.

The results of the evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the

Independent Directors meeting held on March 25, 2026 and also at the NRC meeting and Board meeting held on the same date. The suggestions were considered by the Board to optimise the effectiveness and functioning of the Board and its Committees.

Independent Directors Meeting

The Independent Directors met three times during the year. The first meeting was held on May 21, 2025 to review the Open Offer made by Ambuja Cements Limited, assess the fairness and reasonableness of the offer price based on the relevant offer documents, and approve the issuance of written reasoned recommendations to the eligible public shareholders in compliance with Regulation 26(7) of the SEBI (SAST) Regulations. The second meeting was held on December 22, 2025 to consider and approve the Scheme of Amalgamation between the Company (Transferor

Company) and Ambuja Cements Limited (Transferee

Company)

The Independent Directors also met on March 25, 2026, without the attendance of Non-Independent Directors and members of the management. In this meeting, the Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Familiarisation and Training Programme that: The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risks universe applicable to your Companys business. These updates help the Directors to keep abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long-term sustainable growth for your Company. Additionally, the Directors also participate in various programmes/meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance

Report, which forms part of this Integrated Annual Report.

Policy on Directors appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors appointment and remuneration and other matters (Remuneration Policy) which is available on the website of your Company and link for the same is given in Annexure - A of this report. The Remuneration Policy sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Companys Remuneration

Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognises and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Companys website and link for the same is given in Annexure - A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in concurrence with the Board.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures. b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your

Company at the end of the financial year and of the profit of your 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 Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and that such internal financialcontrols are adequate and operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Board has also constituted few sub-committees of RMC to ensure focused discussion on specific risks such as information technology & data security, legal, regulatory & tax, reputation. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identifiedby the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of the risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance

Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organisation to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing

Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility

The details of the CSR Committee are provided in the

Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company and link for the same is given in Annexure - B of this report.

The Annual Report on CSR activities is annexed and forms part of this report.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY26 have been utilised for purpose and in manner approved by the Board of your Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.