Dear Members,

Your Directors are pleased to present the 14th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2025.

Summary of Financial Performance

The financial performance of the Company for the financial year ended March 31, 2025, is summarised below:

( Rs. in crore)

Business and Financial Performance

For the year ending March 31, 2025, the Company reported total income of I 2,728.70 crore, compared to I 3,200.61 crore in the previous year. The net profit for the year stood at I 91.25 crore, as against I 174.85 crore in the previous year. Throughout the fiscal year 2024-25, the cement demand in the markets served by the Company, particularly in the retail segment, was subdued, resulting in a year-on-year degrowth of 12% in total sales volume. This demand contraction was primarily attributed to the slowdown in commercial activities during the General and Maharashtra assembly elections, compounded by extreme weather conditions, including excessive heat and rainfall, and a liquidity crunch in our core markets. Consequently, prices were adversely impacted and in some of our core markets were at a decadal low. However, marginal relief was observed in input costs, driven by lower energy prices, particularly for petcoke.

Despite these challenges, the Company remained steadfast in its efforts to mitigate the negative impact and delivered a resilient performance, achieving a revenue of I 2708.83 crore and a Profit Before Tax (PBT) of I 145.49 crore. Company's continuous commitment to operational excellence, energy and resource efficiency, social responsibility, and environmental consciousness played a pivotal role in navigating through the challenges. The adoption of green, clean, and sustainable materials and processes remained central to our operations. In line with these objectives, the Company has taken significant strides in enhancing its capability to utilise alternative fuels, such as agro, industrial, and municipal waste. By carefully selecting and leveraging these alternatives, the Company has expanded its fuel and raw material basket, ensuring we remain one of the industry leaders in substituting thermal energy with alternative fuels at a lower cost. Additionally, the use of alternative fuels was extended to our captive power plants, resulting in a substantial reduction in conventional thermal energy usage.

On the green energy front, the second phase of the Waste Heat Recovery System (WHRS) at our Chittapur plant was successfully commissioned during the year. The WHRS plant has been operating at full capacity, significantly contributing to the Company's green energy goals. Furthermore, a 3.7 MW solar power project under the captive scheme was commissioned, supporting the supply of green power to our Jalgaon grinding unit, which now consumes more than 80% green power. In addition, the Company purchased a significant volume of green power through energy exchanges for its Chittapur plant. These initiatives bring us closer to achieving our target of 50% green energy consumption by 2030.

The Fly-Ash Rake Handling System, operational from the last quarter of FY 2023-24, has achieved its target cost savings, more flexibility, and enhanced environmental sustainability.

Amid the challenging market conditions, the Company undertook several initiatives to mitigate the impact of low demand and pricing pressures. Most important of the strategies was to keep pushing our premiumisation drive, which has brought our realisation per ton of cement to amongst the highest for grey cement. Other initiatives included enhancing operational efficiency, rigorous cost management, and continuous innovation. The increased use of alternative fuels and raw materials (AFR), the adoption of renewable power, and operational improvements all played a role in partially offsetting the challenges posed by reduced demand and pricing pressures. Lower demand from trade segment which predominantly uses blended cement is leading to higher ratio of Ordinary Portland Cement (OPC) which has impacted the production costs and the capacity of the company. Notably, our cement plant at Chittapur operated at full capacity during the year, achieving maximum licenced capacity production. The Company's strategy of focusing on premium product and best in class quality of our products has shown good results. The proportion of premium products sold in the trade segment has improved further and now exceeds 25%, and 11% of total sales. Our flagship super-premium brands, including 'Birla.A1 StrongCrete,' 'Birla.A1 OrientGreen,' and 'Birla.A1 Dolphin' (a water-repellent cement), continue to lead the market.

Key Business and Financial Highlights:

Total sales volume for the year stood at 54.16 lakhs tonnes, compared to 61.32 lakhs tonnes in FY 2023-24, reflecting a de-growth of 12%.

Blended cement sales accounted for 53% for the year, compared to 55% in FY 2023-24.

Despite the overall decline in B2C demand, the premium brand segment of trade sale grew from 21% in FY 2023-24 to 25% in FY 2024-25.

Overall capacity utilisation stood at 64%.

EBITDA for the year was I 321.19 crore, compared to I 464.75 crore in FY 2023-24.

Net profit for the year is I 91.25 crore, compared to I 174.85 crore in FY 2023-24.

Dividend

Your directors are pleased to recommend a final dividend amounting to I 0.5/- (50%) per equity share of face value of Re.1/- each for the financial year ended March 31, 2025, as against an interim and final dividend of I 0.75/- (75%) and I 1.50/- (150%), respectively, per equity share totalling I 2.25/- (225%) paid in the immediately preceding year. The payment of the final dividend for the financial year 2024-25 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. Your Company has been consistently declaring dividends since its inception. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ‘SEBI Listing Regulations'), the Board has adopted a Dividend Distribution policy which is available on the website of the Company and can be accessed through the web link: https://www.orientcement.com/wp-content/ uploads/2025/06/Dividend-distribution-Policy.pdf

Transfer to General Reserve

During the year under review, the Company has not transferred any amount to General Reserve.

Board of Directors, its Committees and Meetings Thereof

Your Company has a professional Board with an optimal composition of executive, non-executive and independent directors, including two women directors, one of whom is independent. The Board members bring to fore the right mix of knowledge, skills and expertise and provide strategic guidance and direction to the Company to achieve its business objectives and protect the interests of its stakeholders. The Board is also supported by five committees of directors, viz., the Audit Committee, the Nomination & Remuneration cum Compensation Committee, the Corporate Social Responsibility Committee, the Stakeholders' Relationship Committee and the Risk Management Committee.

One meeting of the Board of directors is held each quarter. Additional meetings of the Board or Committees are convened as may be necessary for the proper management of the business operations of the Company. A separate meeting of independent directors is also held at least once in a financial year, inter-alia, to review the performance of non-independent directors, the Board as a whole and the Chairman.

During the financial year ended March 31, 2025, the Board of Directors met 5 times, viz., on May 1, 2024, August 5, 2024, November 8, 2024, January 24, 2025 and March 30, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 ("the Act") and SEBI Listing Regulations.

During the year, recommendations of all Committees were accepted by the Board. A detailed update on the Board and its Committees' composition, the number of meetings held during the financial year 2024-25 and the attendance of the directors at these meetings is provided in the Report on Corporate Governance.

Change in Directors

On the recommendation of the Nomination & Remuneration cum Compensation Committee ("NRC Committee") and the Board of Directors in their respective meetings held on August 5, 2024, the members approved the appointment of Mr. Kartick Maheshwari as an Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. August 9, 2024, till August 8, 2029, not liable to retire by rotation. The approval of members was accorded by way of Special Resolution passed by way of Postal Ballot on September 12, 2024.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, the appointment of Mr. Kartick Maheshwari, as an Independent Director during the financial year was made after due veracity of his integrity, expertise, experience and proficiency. Based on the recommendation of the NRC Committee, the Board of Directors in their meeting held on March 30, 2025, approved the re-appointment of Mr. Desh Deepak Khetrapal (DIN: 02362633) as the Managing Director of the Company w.e.f. April 1, 2025 for a period of one month subject to approval of shareholders. Mr. Khetrapal continues to be the Chief Executive Officer of the Company. The resolution seeking approval of shareholders for re-appointment of Mr. Khetrapal for one-month w.e.f. April 1, 2025 and payment of remuneration for the said tenure has been recommended by the Board to be approved by shareholders. During the year under review, following Directors have completed their second and final term as an Independent Director:

Mr. Rabindra Jhunjhunwala and Mr. Rajeev Jhawar (ceased to be a Director of the Company w.e.f. the close of business hours on August 8, 2024).

Mr. Janat Shah (ceased to be a Director of the Company w.e.f. the close of business hours on April 29, 2024).

The Board of Directors and the Management of the Company express deep appreciation and gratitude to above Directors for their extensive contribution and stewardship. During the financial year 2024-25, the overall managerial remuneration paid/ payable to Mr. Desh Deepak Khetrapal, Managing Director & CEO as approved by the shareholders for FY 2024-25, exceeds the limit stipulated under the provisions of Section 197 of the Act, i.e., 5% of the net profits of the Company, calculated as per Section 198 of the Act due to fall in profits in FY 2024-25 as a result of severe headwinds experienced by the cement industry leading to low cement market prices. The Board in its meeting held on April 13, 2025 has proposed to increase the limit of the managerial remuneration in excess of 5% of the net profits of the Company, calculated as per Section 198 of the Act, up to a limit of 8% of the net profits of the Company, for the financial year 2024-25, subject to approval of shareholders. Accordingly, necessary resolution seeking shareholders' approval by way of special resolution pursuant to the provisions of Section 197 read with Schedule V of the Act shall be put up to the shareholders.

Key Managerial Personnel (KMP)

In terms of the provisions of Section 203 of the Companies Act, 2013, Mr. Desh Deepak Khetrapal - Managing Director & CEO, Mr. Prakash Chand Jain, Chief Financial Officer and Ms. Diksha Singh – Company Secretary continue to hold their respective offices during the financial year 2024-25 as Key Managerial Personnel.

Except as stated above, there was no change in the Directors or KMPs of the Company, during the year under review.

Share Purchase Agreement

The members of the promoter and promoter group of the Company ("PG Members"), collectively hold 7,76,49,413 equity shares of the Company, each having a face value of Re. 1/- (Indian Rupee One only), representing 37.90% of the paid-up equity share capital of the Company. The PG Members have entered into a share purchase agreement dated October 22, 2024 ("SPA") with Ambuja Cements

Limited ("Ambuja") for sale of 7,76,49,413 equity shares of the Company held by them, each having a face value of Re.1/-, representing 37.90% of the paid-up equity share capital of the Company ("Sale Shares"), to Ambuja at a price of I 395.40/- per Sale Share ("Transaction").

As a result of the above Transaction, Ambuja has made an open offer to the public shareholders of the Company for up to 5,34,19,567 equity shares, constituting 26% of the Expanded Share Capital, at a price of I 395.40 per equity share ("Open Offer") in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"). The consummation of the Transaction is subject to satisfaction of conditions precedent. The Purchaser has also received approval from the Competition Commission of India (vide its communication dated March 4, 2025) for the Transaction. Pursuant to the acquisition of the Sale Shares, Ambuja will acquire control over the Company.

Declaration by Independent Directors

The Company has received the requisite declarations from each Independent Director under Section 149 (7) of the Act and Regulation 25 of the SEBI Listing Regulations, confirming that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

Performance Evaluation

The Board adopted a formal mechanism for evaluating its performance as well as the performance of its Committees and individual Directors, including the Chairman of the Board.

Pursuant to the provisions of the Act, SEBI Listing Regulations, Nomination and Remuneration Policy and Guidance Note on Board Evaluation issued by SEBI, the Board has carried out an annual evaluation of its own performance; its Committee(s) and of each director. The performance evaluation was conducted using individual questionnaires, covering various aspects, including, inter-alia, the structure of the Board, participation and contribution at the meetings of the Board, receipt of regular inputs and information and the skill set, knowledge and expertise of the directors. The committees of the Board were assessed on, inter-alia, the degree of fulfilment of key responsibilities, the adequacy of committee composition and the efficacy of meetings.

The performance of non-independent directors, the Board as a whole and the Chairman was assessed in a separate meeting of independent directors. A similar evaluation was also carried out by the Board. The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. The NRC Committee annually reviews the performance evaluation process.

The directors expressed their satisfaction with the evaluation process. The directors also noted that the Independent Directors had fulfilled the independence criteria as specified in the SEBI Listing Regulations and were independent from the management.

Familiarisation Programme for Independent Directors

A note on the familiarisation programme imparted to the Independent Directors of the Company in compliance with the SEBI Listing Regulations is provided in the report on Corporate Governance, which forms part of this Report.

Policy on Directors' Appointment and Remuneration

The Company endeavours to have an appropriate mix of executive, non-executive and independent directors to maintain independence from management and continuously provide appropriate governance and guidance. The selection and appointment of Board members are done on the recommendations of the NRC Committee. The appointments are based on merit and have due regard for diversity. While evaluating the candidature of an Independent Director, the NRC Committee abides by the criteria for determining independence as stipulated under the Act and the SEBI Listing Regulations. In the instance of the re-appointment of directors, the Board takes into consideration the results of the performance evaluation of the directors.

The Nomination & Remuneration policy for directors, key managerial personnel and the senior management is placed on the website of the Company and can be accessed through the web link: https://www.orientcement. com/wp-content/uploads/2025/06/NRC-Policy.pdf

Vigil Mechanism / Whistle Blower Policy

The Company has in place a robust vigil mechanism through a Whistle Blower policy to deal with instances of illegal practices, unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics policy.

Adequate safeguards are provided against victimisation for those who take recourse to the mechanism. The details of the Whistle Blower policy are outlined in the Corporate Governance Report. The Whistle Blower policy is available on the Company's website and can be accessed through the web link: https://www.orientcement.com/wp-content/ uploads/2025/06/Whistle-Blower-Policy.pdf

Audit Committee

The Company has a duly constituted Audit Committee in line with the provisions of the Act and SEBI Listing Regulations. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process to ensure accurate and timely disclosures with the highest level of transparency, integrity and quality of financial reporting. The Committee met five (5) times during the year. Detailed information pertaining to the Audit Committee has been provided in the Report on Corporate Governance.

Awards and Recognitions

Your Company has been ranked as one of the Top 50 organisations among India's Best Companies To Work For 2024 and recognised as the Best in the Cement & Building Materials Industry by Great Place To Work. The Company has also been recognised as one of India's Top 500 Value Creators 2024 by Dun & Bradstreet. This recognition is evidence of the trust and support of our valued customers, partners, and team members.

The Company was also awarded "Best Digital Strategy Delivering Business Value (Cement Manufacturing)" Award at the 7th Edition Technology Excellence Awards 2025. This award is a testament to your Company's outstanding work in Technology delivering business value to our stakeholders across customers, vendors, partners and employees.

In recognition of our constant pursuit of excellence in energy efficiency, environmental protection, safety, growth and innovation, our Company has been honoured and recognised at various forums. The prominent awards earned during FY 2024-25 are listed below:

Devapur Plant:

1. Devapur Limestone Mine received 5 Star Rating award from Indian Bureau of Mines for 2022-23.

2. Received "Energy Efficient Unit" award from CII during 25th National Award for Excellence in Energy Management 2024 held at Hyderabad.

3. Devapur Limestone Mines bagged 2nd Prize for Overall Performance in addition to the following prizes in State level Safety week function organised in Vijayawada by M/s APMDC Mangampet Berites mine:

1st prize in Drilling and Blasting

1st prize in Safety Management System

>2nd prize in Safe Mine Working

2nd prize in Loading Transportation

2nd prize in Electrical Installation

4. Received Winner Award for outstanding achievements in the category "WORKPLACE SAFETY EXCELLENCE" at "22nd Greentech Global Workplace Safety Award Summit 2024" at New Delhi.

5. Received the following prizes on the conclusion day of Mines Environment and Mineral Conservation Week 2024-25 at Hyderabad:

1st Prize - Waste Dump Management

2nd Prize - Afforestation

3rd Prize - Reclamation & Rehabilitation

3rd Prize - Overall Performance

Chittapur Plant:

1. Recognised as Excellent Energy Efficient plant and National Energy Leader by CII during 25th National Awards at Hyderabad.

2. Received Certificate of Excellence platinum award for Cement- Integrated unit at New Delhi.

3. Awarded 1st prize as best work culture practice industry in Kalburgi Region.

4. 2nd Runner Up under the Category Best Energy Efficient Designated Consumer (Under BEE PAT Scheme) in CII National Energy Efficiency Circle Competition 2024.

5. Received overall 2nd Prize at Zonal Level under the theme Compromise Can't Bring safety.

6. Received three 1st Prize for Safety Management System, Mines Workings, Drilling & Blasting and 2nd Prize – Contractual Work Vis Safety & Safety is My Responsibility card at Zonal Level under the theme Compromise Can't Bring safety.

7. Received 2nd Prize in State Level overall Performance at State Level Mines Safety Observance Week 2024.

8. Received overall second prize from Shri Jaya Krishna Babu, Chief Controller of mines (SZ), Shri. Dr. Suresh Prasad, Regional Controller of Mines – Bengaluru, Mines Environment & Mineral Conservation Week

2024-25 Under Aegis of Indian Bureau of Mines, Bengaluru Region

9. Received three 1st Prizes for Waste Dump Management, Systematic & Scientific Development and Best practices adopted in mines. Received six 2nd Prizes for Mineral Conservation, Sustainable Development, Publicity Propaganda, Afforestation, Reclamation & Rehabilitation and Mineral Beneficiation, Received 2nd Prize - Theme responsible mining and 3rd Prize - Environment monitoring

Jalgaon Plant:

1. Orient Cement Limited, Clinker Grinding Unit - Jalgaon, received award for achieving Lowest Accident Frequency Rate & Longest Accident-Free Period in Miscellaneous group from NSC Maharashtra Chapter.

2. Orient Cement Limited, Clinker Grinding Unit - Jalgaon, received "Platinum Award" at Apex India Occupational Health & Safety Award 2024 conducted by Apex India foundation.

Statutory Auditors

M/s B S R & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 116231W/W-100024), were appointed as Statutory Auditors of the Company by the shareholders at the Annual General Meeting held on August 5, 2021, to hold office as Statutory Auditors for the term of five years from the conclusion of the 10th AGM of the Company held in the year 2021 till the conclusion of the 15th AGM of the Company to be held in the calendar year 2026.

The Auditors' Report for the financial year 2024-25 does not contain any reservation, qualification or adverse remark or disclaimer on the financial statements of the Company. The Auditors' Report is self-explanatory and therefore, does not require further comments or explanation. The Auditors' Report for the financial year ended March 31, 2025 on the financial statements of the Company forms part of this Annual Report.

Additionally, in terms of Section 143 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, along with notifications and circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

Cost Auditors

In accordance with Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounting records. Mr. Somnath Mukherjee, Cost Accountant in practice (M. No. F5343) has carried out the cost audit for the financial year 2024-25.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. FCS-5922/CP No. 6087), were appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25 and have, accordingly, carried out an audit of the secretarial records of the Company for the financial year. The Secretarial Audit Report, annexed to this report as Annexure ‘1', does not contain any reservation, qualification or adverse remark or disclaimer and is self-explanatory. Therefore, it does not require further comments or explanation.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2024-25 for all applicable SEBI compliances. The Annual Secretarial Compliance Report has been issued by M/s Ranjeet Pandey and Associates, Company Secretaries (CP No. 6087), for the financial year ended March 31, 2025.

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 financial statements of the Company for the financial year 2024-25 for details regarding inter-corporate investments of the Company as of March 31, 2025.

Related Party Transactions

TheCompanyhasadequateproceduresforidentificationand monitoring of related-party transactions. All transactions entered with related parties during the financial year were at arm's length basis and in the ordinary course of business. All related-party transactions were placed before the Audit Committee and the Board for approval, wherever required. Omnibus approval of the Audit Committee and the Board was obtained for the transactions that were of a foreseen and repetitive nature. These transactions were reviewed by the Audit Committee on a quarterly basis.

During the year, there were no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons that may have a potential conflict with the interests of the Company at large. Accordingly, the disclosure of related party transactions under Section 188 (1) of the Act in Form AOC-2 is not applicable.

For details on related-party transactions, members may refer to the note no. 39 to the financial statements. The policy on related party transactions as approved by the Board is available on the Company's website and can be accessed through the web link: https://www.orientcement. com/wp-content/uploads/2025/06/Related-Party-Transaction-Policy.pdf

Change in the Nature of Business

There was no change in the nature of the business of the Company during the year under review.

Risk Management

The Company has constituted a Risk Management Committee ("RMC") of the Board to review the Company's risk management plan and processes. The Risk Management Committee identifies potential risks, assesses the potential impact and takes timely action to mitigate them.

The Company has a comprehensive Risk Management policy that has been approved by the Board. The Risk Management policy acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation. The Board monitors and reviews periodically the implementation of various aspects of the Risk Management policy through a duly constituted RMC. The RMC assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall Business Risk Management Framework.

There are no risks identified by the Board that may threaten the existence of the Company. Please refer to the detailed section on risk management in the Management Discussion and Analysis Report, which forms an integral part of this Report.

The details about the Risk Management Committee are provided in the Corporate Governance Report, which forms part of this Report.

Internal Financial Controls and its Adequacy

As per the provisions of Section 134(5)(e) of the Act, the directors have an overall responsibility for ensuring that the Company has implemented robust systems and frameworks of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls regarding reporting, operational and compliance risks. To enable the directors to meet these responsibilities, the management has devised systems and frameworks that are operating effectively within the Company. In line with best practices, the Audit Committee and the Board regularly reviews the internal control system to ensure that it remains effective and fit for the purpose. Where weaknesses are identified from the reviews, new procedures are put in place to strengthen controls, and these are in turn reviewed at regular intervals. The systems and frameworks include proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework, adequate access controls and segregation of duties.

The Company's management has established and maintained internal financial controls based on the "internal control over financial reporting" criteria established in the integrated framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 Framework) (the COSO criteria), which considers the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the information provided, nothing has come to the attention of the directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Board, which reviews and approves the risk-based annual internal audit plan. The Audit Committee periodically reviews the performance of the internal audit function.

Corporate Social Responsibility

The Company has in place Corporate Social Responsibility Policy ("CSR Policy") which outlines the Company's philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations and other parts of the Country. The CSR policy of the Company is placed on the Company's website and can be accessed through the web link: https://orientcement.

com/wp-content/uploads/2025/06/Corporate-Social-Responsibility-Policy.pdf The details about the CSR Committee of Board of Directors are provided in the Corporate Governance Report, which forms part of this Report.

In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for FY 2023-24 is annexed herewith as Annexure ‘2' forming an integral part of this Board's Report.

Particulars of Employees, Directors and Key Managerial Personnel

The disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ‘3', which forms an integral part of this Report.

Further, in terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information will be made available for inspection through electronic mode by writing to the Company at investors@orientcement.com from the date of circulation of the AGM Notice until the date of the AGM.

Share Capital

The paid-up equity share capital as on March 31, 2025, was I 20,51,09,897 divided into 20,51,09,897 equity shares of Re.1/- each. During the year under review, the Company allotted 2,41,137 fully paid-up equity shares of Re. 1/- each to the eligible employees, pursuant to exercise of employee stock options under its Employee Stock Option Scheme. Accordingly, the issued and paid-up capital of the Company has increased by 2,41,137 equity shares of Re.1/- each. Except for the said increase, there was no other change in paid-up equity share capital of the Company.

Annual Return

As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) of the Act for the financial year ended on March 31, 2025, is available on the website of the Company at web link https://orientcement.com/wp-content/ uploads/2025/04/2024-25_Annual_Return.pdf

Employees Stock Option Scheme

The Company has in place the Orient Cement Employees Stock Option Scheme 2015 (‘ESOP Scheme 2015') and Orient Cement Employee Stock Option Scheme – 2023 ("ESOP Scheme 2023") collectively ("ESOP Schemes"), which provides for the grant of stock options to eligible employees of the Company selected by the Nomination & Remuneration cum Compensation Committee from time to time, subject to satisfaction of the prescribed vesting conditions. There was no change in the ESOP Schemes of the Company during the financial year. During the financial year 2024-25, no options were granted under the ESOP Schemes. 2,41,137 options were exercised under ESOP Scheme 2015.

ESOP Schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended (the "SEBI ESOP Regulations 2021").

The applicable disclosure under SEBI ESOP Regulations 2021 as of March 31, 2025, has been uploaded on the website of the Company and can be accessed through the web link https://orientcement.com/wp-content/ uploads/2019/05/ESOP-Disclosure-2024.pdf. In terms of Regulation 13 of SEBI ESOP Regulations 2021, the Certificate from M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. FCS-5922/CP No. 6087), Secretarial Auditors, would be placed before the shareholders at the ensuing AGM.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has constituted an Internal Complaints Committee, which is responsible for redressing complaints related to sexual harassment.

During the financial year ended March 31, 2025, the Company has not received any complaint under the aforesaid regulations, nor was any complaint pending resolution from the previous year.

Management Discussion and Analysis Report

As required by Regulation 34(2) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report is presented in a separate section, forming an integral part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance ensures the fairness, transparency and integrity of the management. As a part of its strategy, the Company believes in adopting the ‘best practices' that are followed in the area of Corporate Governance. The Company emphasises the need for full transparency and accountability in all its transactions to protect the interests of its stakeholders. The Board considers itself a trustee of the Company's shareholders and acknowledges its responsibilities towards them in creating and safeguarding their wealth. The Company is committed to high levels of ethics and integrity in all its business dealings to avoid conflicts of interest. To conduct business while upholding these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Annual Report and is set out as a separate section.

The certificate of M/s B S R & Associates LLP (ICAI Firm Registration Number 116231W/W-100024), Chartered Accountants, the Statutory Auditors of the Company, certifying compliance with the conditions of corporate governance as stipulated in the SEBI Listing Regulations is annexed with the Report on Corporate Governance. The Auditors' certificate for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Listing with Stock Exchanges

The equity shares of the Company are listed on the National Stock Exchange of India Limited and the BSE Limited. The annual listing fees for the financial year 2025-26 have been paid to these exchanges.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, the Board of Directors hereby states that: (i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with a proper explanation relating to material departures, if any;

(ii) They have selected such accounting policies, applied them consistently and made informed judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025, and of the profit of the Company for the year ended on that date; (iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; (iv) They have prepared the annual financial statements on a going concern basis; (v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Conservation of Energy and Technology Absorption

The particulars required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are enclosed as Annexure ‘4,' which forms part of this Report.

Foreign Exchange Earnings and Outgo

During the financial year, the Company did not earn any foreign exchange.

The total foreign exchange outgo during the year was I 101.40 crore.

Subsidiaries, Associates and Joint Venture Companies

During the financial year 2024-25, the Company had no subsidiary, associate or joint venture company.

Business Responsibility and Sustainability Report

In accordance with the requirements of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") for the financial year 2024-25 is included as part of this Annual Report.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

Other Statutory Disclosures

Your Directors state that during the year under review, there were no transaction requiring disclosure or reporting in respect of matters relating to: (i) Details relating to deposits covered under Chapter V of the Act. The Company had no outstanding, unpaid or unclaimed public deposits during the FY 2025; (ii) Issue of equity shares with differential voting rights as to Dividend, voting or otherwise or sweat equity; (iii) No significant and material orders passed by the Regulators/Courts/Tribunals which impact the going concern status and Company's operations in future; (iv) No applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016; (v) No instance of any one-time settlement with any Banks or Financial Institutions.

There have been no material changes and commitment, affecting the financial position of the Company which occurred between the end of Fy 2025 till the date of this Report, other than those already mentioned in this Report.

Acknowledgement

Your Directors take this opportunity to extend their deep sense of gratitude to all stakeholders, business associates, banks, financial institutions, ministries and departments of the Government of India, as well as regulatory authorities, for their continued support. The Directors also place on record their deep sense of appreciation to the employees at all levels and applaud them for their dedication and commitment towards the Company.