We have audited the accompanying financial statements
of ORIENT CEMENT LIMITED ("the Company”), which
comprise the balance sheet as at March 31, 2026,
and the statement of Profit and Loss (including other
comprehensive income), statement of changes in equity
and statement of cash flows for the year then ended, and
notes to the financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as 'financial
statements').

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by
the Companies Act, 2013 in the manner so required and
give a true and fair view in conformity with the Indian
Accounting Standards prescribed under Section 133 of
the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2026,
and its profit and total comprehensive income, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Companies Act, 2013 ("the Act”). Our responsibilities
under those Standards are further described in the
Auditor's Responsibilities for the Audit of the financial
statements section of our report. We are independent
of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on the
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.

Information Other than the Financial
Statements and Auditor's Report Thereon

The Company's Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the Company's annual report, but does not include the
financial statements and auditor's reports thereon. The
Company's annual report is expected to be made available
to us after the date of this auditor's report.

Our opinion on the financial statements does not cover
the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider
whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated.

When we read the Company's annual report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance and take necessary actions, as applicable
under the relevant laws and regulations.

Management's and Board of Directors'
Responsibilities for the Financial Statements

The Company's Management and Board of Directors
are responsible for the matters stated in Section 134(5)
of the Act with respect to the preparation of these

financial statements that give a true and fair view of
the financial position, financial performance (including
other comprehensive income), changes in equity and cash
flows of the Company in accordance with the accounting
principles generally accepted in India, including the
Indian Accounting Standards ("Ind AS”) specified under
Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management
and Board of Directors are responsible for assessing
the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless
management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to
do so.

Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

Ý Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

Ý Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system in place
and the operating effectiveness of such controls.

Ý Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates and related disclosures made by the
Management and Board of Directors.

Ý Conclude on the appropriateness of the Management
and Board of Directors use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty
exists related to events or conditions that may
cast significant doubt on the Company's ability
to continue as a going concern. If we conclude
that a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the financial statements or

if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's
report. However, future events or conditions may
cause the Company to cease to continue as a
going concern.

Ý Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Other Matter

The financial statements of the Company for the year
ended March 31, 2025 were audited by the predecessor
auditor who had expressed an unmodified opinion vide
their audit report dated April 13, 2025.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order”), issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Act, we give in the "Annexure - A”
a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we

report that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

(b) I n our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matters stated in the
paragraph (2)(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended).

(c) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income),
Statement of Changes in Equity, and the Cash
Flow Statement dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid financial statements
comply with the Ind AS specified under Section
133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2026 from being appointed as a director in terms
of Section 164(2) of the Act.

(f) The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2(b)
above on reporting under Section 143(3)(b)
of the Act and paragraph 2(h)(vi) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B”.

(h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

(i) The Company has disclosed the impact of
pending litigations on its financial position
in its financial statements - Refer Note 39
to the financial statements;

(ii) The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.

(iii) There has been no delay in transferring the
amounts required to be transferred to the
Investor Education and Protection Fund by
the Company.

(iv) (a) The Management has represented that,

to the best of its knowledge and belief,
as disclosed in the note 52(v) to the
financial statements, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries”), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries”)
or provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented,
that, to the best of its knowledge and
belief, as disclosed in the note 52(vi)
to the financial statements, no funds
have been received by the Company
from any person(s) or entity(ies),
including foreign entities ("Funding
Parties”), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Parties
("Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material
misstatement.

(v) (a) The final dividend paid by the Company

during the year, in respect of the same
declared for the previous year, is in
accordance with Section 123 of the Act
to the extent it applies to payment of
dividend.

As stated in Note 15 and 47 to the
financial statements, the Board of
Directors of the Company has proposed
final dividend for the year which is
subject to the approval of the members
at the ensuing Annual General
Meeting. The dividend declared is in
accordance with Section 123 of the Act
to the extent it applies to declaration
of dividend.

(vi) Based on our examination, which included
test checks, the Company has used
accounting software(s) for maintaining
its books of account which has feature of
recording audit trail (edit log) facility and
the same has operated throughout the
year for all relevant transactions recorded
in the software(s), except that, the audit
trail feature was not enabled for direct
changes to data when using certain access
rights for the period from April 01, 2025
to August 31, 2025 in respect of the pre
migrated accounting software, and for
the period from September 01, 2025 to

February 23, 2026 in respect of the post
migrated accounting software, as disclosed
in Note 50 to the financial statements.

Further, during the course of our audit, we
did not come across any instance of the
audit trail feature being tampered with
in respect of the accounting software(s)
where such feature was enabled.

Additionally, the audit trail of relevant prior
years has been preserved by the Company
as per statutory requirements for record
retention, to the extent, it was enabled and
recorded in those respective years as per
statutory requirements for record retention
except that, the audit trail in respect of
direct changes to data when using certain
access rights for financial year 2024-25
and for the period from April 01, 2025 to
February 23, 2026, as stated in Note 50 to
the financial statements.

3. With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements
of Section 197(16) of the Act, as amended:

I n our opinion and according to the information
and explanations given to us, the Company has not
paid any remuneration to its directors during the
current year. Thus, provisions of Section 197 read
with Schedule V to the Act are not applicable to the
Company. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.

FOR G. K. CHOKSI & CO.

[Firm Registration No. 101895W]
Chartered Accountants

SANDIP A. PARIKH

Partner

Place: Ahmedabad Membership Number: 04 0727

Date: April 28, 2026 UDIN: 26040727FKPWMV1319