1. There are no material changes and commitments
affecting the financial position of your Company
which have occurred between the end of the financial
year and the date of this report.

2. There has been no change in nature of business of
your Company.

Performance Highlights

Your Company delivered a resilient performance for the
year with highest ever annual volume of 6.2 Million Tonnes,
revenue of I 2793.12 crore, EBITDA at I 568.47 crore
(I 911 PMT) and PAT of I 337.69 crore.

The key aspects of your Company's operational

performance during the FY26 are as follows:

Ý Total sales volume for the year stood at 62.37 lakh
tonnes, compared to 54.16 lakh tonnes in FY25,
reflecting a growth of 15%.

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

Ý Overall capacity utilisation stood at 73%.

Ý EBITDA for the year is I 568.47 crores, compared to
I 321.19 crores in FY25.

Net profit for the year is I 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 Company's 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 final dividend 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 Company's 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 transferred
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 Company's website atwww.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:

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

Ý 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
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, confirming
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 of the requisite
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 financial
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 financial
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 Company's 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 Company's 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 identified core skills, expertise,
and competencies of the Directors in the context of your
Company's 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

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.

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:

Ý Mr. Chandrakant Birla, Chairperson and Executive
Director, tendered his resignation with effect
from the closure of the Board meeting held on
April 22, 2025.

Ý 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.

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

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

Ý 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.

Ý 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.

Ý 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 re¬
appointment.

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 (DIN: 09085118) appointed 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
Officer (CFO) and KMP of the Company with effect from
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:

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

Ý Ms. Kajal Sarda, Chief Financial Officer (w.e.f.
April 23, 2025)

Ý Ms. Pranjali Dubey, Company Secretary (w.e.f.
April 7, 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 operations and governance
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:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Governance Committees:

Ý 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

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 Company's 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 Company's 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 Company's 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 that:

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
financial controls 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
identified by 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.

Corporate Governance

Your Company is committed to maintaining high standards
of corporate governance practices. The Corporate
Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report
along with the required certificate from a Practicing
Company Secretary, regarding compliance of the
conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
your Company ("Code of Conduct”), who have affirmed the
compliance thereto. The Code of Conduct is available on
the website of your Company and the link for the same is
given in Annexure - A of this report.

Business Responsibility & Sustainability Report
(BRSR)

In accordance with the SEBI Listing Regulations, the
BRSR for the FY26 describing the initiatives taken by your
Company from an environment, social and governance
(ESG) perspective, forms part of this Integrated Annual
Report. In addition to BRSR, the Integrated Annual Report

of the Company provides an insight on various ESG
initiatives adopted by your Company. With BRSR Core
now requiring reasonable assurance on key ESG KPIs,
your Company provides reasonable assurance for BRSR
Core and limited assurance for other parameters from
the independent assurance provider as per International
Standard Assurance Engagement (ISAE) 3000 (revised)
and ISAE (3410). The ESG disclosures have been
independently assured by SGS India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2026 prepared in accordance with
Section 92(3) of the Act is made available on the website
of your Company and can be accessed using the link given
in Annexure - A of this report

Transactions with Related Parties

All transactions with related parties are placed before
the Audit Committee for its prior approval. An omnibus
approval from Audit Committee is obtained for the related
party transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm's length basis and in
the ordinary course of business and in accordance with
the provisions of the Act and the rules made thereunder,
the SEBI Listing Regulations and the Company's Policy on
Related Party Transactions.

The Audit Committee comprises solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, your Company has not entered into any
contracts, arrangements or transactions that fall under
the scope of Section 188(1) of the Act. Accordingly, the
prescribed Form AOC-2 is not applicable to your Company
for FY26 and hence, does not form part of this report.

During the year, the material related party transactions
pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations had been duly approved by the
shareholders of your Company vide Postal Ballot(s) on
June 28, 2025 and April 1, 2026.

Your Company did not enter into any related party
transactions during the year under review, which could be
prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on
your Company's website and can be accessed using the
link given in Annexure - A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly

reports to the stock exchanges, for the related party
transactions.

Statutory Auditors

M/s B S R & Associates LLP were appointed as the
Company's Statutory Auditors in August 2021 for a five-
year term up to the 15^th AGM (2026). However, following
the acquisition of a controlling stake by Ambuja Cements
Limited and to align audit practices at the group level,
they resigned on April 22, 2025. Consequently, M/s G. K.
Choksi & Co. were appointed to fill the casual vacancy with
effect from April 23, 2025, until the next AGM, and their
appointment was subsequently approved by the Members
at the AGM held on August 7, 2025, for a term of five
consecutive years up to the conclusion of the 19^th AGM.

The Statutory Auditors have confirmed that they are
not disqualified to continue as Statutory Auditors and
are eligible to hold office as Statutory Auditors of your
Company. A representative of the Statutory Auditors of
your Company attended the previous AGM of the Company
held on August 07, 2025.

Statutory Auditors have expressed their unmodified
opinion on the Financial Statements and their reports
do not contain any qualifications, reservations, adverse
remarks, or disclaimers. The Notes to the financial
statements referred in the Auditor's Report are self¬
explanatory. The Auditor's Report is enclosed with the
financial statements forming part of this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder and Regulation 24A of
SEBI Listing Regulations, M/s Parikh Dave & Associates,
Ahmedabad, Practicing Company Secretaries has been
appointed as a Secretarial Auditors to undertake the
Secretarial Audit of your Company for the first term of five
(5) consecutive years financial year 2025-26 to financial
year 2029-30. Secretarial Auditors have confirmed that
they are not disqualified to continue as a Secretarial
Auditor and are eligible to hold office as Secretarial Auditor
of your Company. The Secretarial Audit Report for the year
under review is provided as Annexure - C of this report.

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 2025-26 for all applicable SEBI compliances.
The Annual Secretarial Compliance Report has been issued
by M/s Parikh Dave & Associates, Ahmedabad, for the
financial year ended March 31, 2026.

Explanation to Secretarial Auditors' Comment:

In their report, the Secretarial Auditors have commented
about certain observations/non-compliances during
the year under review. The Company submits that the
processes have been strengthen to ensure compliances
in future.

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. Further
the Company has appointed M/s P.M. Nanabhoy & Co., Cost
Accountants (Firm Reg. No. 000012) as Cost Auditors to
conduct the audit of the cost records of the Company for
the financial year 2026-27 at a fee of ' 3 Lakhs (Rupees
Three Lakhs Only) per annum plus reimbursement of the
travelling and other out-of-pocket expenses incurred by
them in connection with the aforesaid audit, subject to
ratification by members of the Company at ensuing Annual
General Meeting.

Secretarial Standards

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard
- 1 and Secretarial Standard - 2 issued by the Institute of
Company Secretaries of India (as amended).

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees which are required to be
reported to the Audit Committee under Section 143(12)
of the Act.

Particulars of Employees, Directors and Key
Managerial Personnel

Your Company had 1,070 employees as of March 31, 2026.

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel to the median of employees' remuneration are
provided in Annexure - D of this report.

The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report. However,

in terms of Section 136 of the Act, the Integrated Annual
Report is being sent to the shareholders and others entitled
thereto, excluding the said annexure, which is available for
inspection by the shareholders at the Registered Office of
your Company during business hours on working days of
your Company. If any shareholder is interested in obtaining
a copy thereof, such shareholder may write to the Company
Secretary in this regard.

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

As per the requirement of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made thereunder, your Company
has laid down a Prevention of Sexual Harassment
(POSH) Policy and has constituted Internal Complaints
Committees (ICs) at all relevant locations across India
to consider and resolve the complaints related to sexual
harassment. The ICs includes external members with
relevant experience. The ICs, presided by senior women,
conduct the investigations and make decisions at the
respective locations. Your Company has zero tolerance
on sexual harassment at the workplace. The ICs also work
extensively on creating awareness on relevance of sexual
harassment issues, including while working remotely. The
employees are required to undergo mandatory training/
certification on POSH to sensitise themselves and
strengthen their awareness.

During the year under review, no complaints pertaining to
sexual harassment were received by the Company.

The employees undergo mandatory training/certification
on POSH Policy to sensitise themselves and strengthen
their awareness.

Compliance with Maternity Benefits Act, 1961

The Company is committed to ensuring a safe, supportive,
and inclusive workplace for all women employees. All
eligible women employees have been extended the benefits
under the said Act, including maternity leave, nursing
breaks, and other statutory entitlements as prescribed.
The Company has duly complied with the provisions of the
Maternity Benefits Act, 1961, as amended from time to
time. The Company continuously strives to maintain a work
environment that upholds the rights and well-being of its
women workforce in accordance with applicable laws.

Vigil Mechanism / Whistle Blower Policy

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for Directors
and employees in confirmation with Section 177 of the Act

and Regulation 22 of SEBI Listing Regulations, to facilitate
reporting of genuine concerns about unethical or improper
activity, without fear of retaliation.

The vigil mechanism of your Company provides for
adequate safeguards against victimisation of whistle
blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in
exceptional cases.

No person has been denied access to the Chairman of
the Audit Committee. The said policy is uploaded on the
website of your Company and link for the same is given in
Annexure - A of this report.

During the year under review, your Company received 5
complaints under the vigil mechanism, out of which 4 were
duly resolved. Further details are mentioned in Corporate
Governance Report / BRSR, which forms part of this
Integrated Annual Report.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, as
amended, is provided as Annexure - E of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are enhanced in-line
with the threat scenarios. Your Company's technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not face
any incidents or breaches or loss of data breaches in Cyber
Security.

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. All rights available under the ESOP Schemes
are vested and exercised and accordingly, no options are
available at the end of the financial year under the ESOP
Schemes.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code”)
to regulate, monitor and report trading in your Company's
shares by your Company's designated persons and their
immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The PIT Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/dealing your Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI”).
The PIT Code covers your Company's obligation to maintain
a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarise
with the sensitivity of UPSI. Further, it also includes code
for practices and procedures for fair disclosure of UPSI
which has been made available on your Company's website
and link for the same is given in Annexure - A of this report.

The employees undergo mandatory training/certification
on this Code to sensitise themselves and strengthen their
awareness.

General Disclosures

The Chairman, the Wholetime Director & CEO of the
Company draws remuneration from its holding Company.

Your Directors state that during the year under review,
there were no transaction requiring disclosure or reporting
in respect of matters relating to:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and your Company's operation
in future.

3. No application was made and no proceeding was
pending under the Insolvency and Bankruptcy Code,
2016.

4. No one time settlement of loan was obtained from the
Banks or Financial Institutions.

5. There were no revisions made in the financial
statements and Directors' Report of your Company.

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

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 FY26 are listed below:

Devapur Plant:

1. Devapur Limestone Mine received 5 Star Rating award
from Indian Bureau of Mines for 2025.

2. Received the following prizes on the conclusion day of
Mines Environment and Mineral Conservation Week
2025-26 (under the aegis of Indian Bureau of Mines,
Hyderabad Region):

1. Overall Performance - 1^st Prize

2. Reclamation and Rehabilitation - 1^st Prize

3. Mineral Conservation - 1^st Prize

4. Waste Dump Management - 1^st Prize

5. Sustainable Development - 2^nd Prize

6. Afforestation - 2^nd Prize

3. Devapur Limestone Mines bagged the following
awards under Mines Safety and Production
Association Week 2025-26 (under the aegis of
Directorate General of Mines Safety), Zone-2, Group
A, Hyderabad Region:

1. Health Management System and Training - 1^st
Prize

2. Heavy Earth Moving Equipments - 1^st Prize

3. Safety Management System - 2^nd Prize

4. Safety is My Responsibility - 2^nd Prize

5. Electrical Installation - 2^nd Prize

Chittapur Plant:

1. Received "Overall Second Prize” in the Mines Safety
Observance Week 2025-26, final day celebration
conducted under the aegis of Directorate General of
Mines Safety - Ballari Region - 1.

2. Received First Prizes for "Training, Health & Welfare”
and "Innovation & Digitisation” in the Mines Safety
Observance Week 2025-26, final day celebration
conducted under the aegis of Directorate General of
Mines Safety - Ballari Region - 1.

3. Received Second Prizes for "Lead Indicator, Emergency
Preparedness, Mock drill & Accidents”, "Drilling,
Blasting & Handling of Explosives”, "General Working”
& "Occupational Health Training & Awareness” in the
Mines Safety Observance Week 2025-26, final day
celebration conducted under the aegis of Directorate
General of Mines Safety - Ballari Region - 1.

4. Received "Overall Second Prize” in the Mine
Environment & Mineral Conservation week Final day
Celebration conducted under the aegis of Indian
Bureau of Mines - Bengaluru.

5. Received First Prizes for "Waste Dump Management”,
"Systematic & Scientific Development” & "Reclamation
& Rehabilitation” in the Mine Environment & Mineral
Conservation week Final day Celebration conducted
under the aegis of Indian Bureau of Mines - Bengaluru.

6. Received Second Prizes for "Publicity & Propaganda”,
Afforestation”, "Environmental Monitoring” & "Mineral
Conservation” in the Mine Environment & Mineral
Conservation week Final day Celebration conducted
under the aegis of Indian Bureau of Mines - Bengaluru.

7. Received Special Prize for "Best Practices Adopted
in Mines” in the Mine Environment & Mineral
Conservation week Final day Celebration conducted
under the aegis of Indian Bureau of Mines - Bengaluru.

8. Recognised as Excellent Energy Efficient Unit and
National Energy Leader by Confederation of Indian
Industry during 26^th National Awards at Hyderabad.

Jalgaon Plant:

1. Received "Excellent Energy Efficient Unit
Award-2025” during the 26^th National Award
for "Excellence in Energy Management” organised by
the CII.

2. Received "Platinum Award” under the Apex India
Green Leaf Award 2025 for "Energy Efficiency” in the
Cement Sector.

Government Departments, Financial Institutions and
Banks. Your Directors thank all the esteemed shareholders,
customers, suppliers and business associates for their
faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure
that your Company continues to grow and excel.

By order of the Board of Directors
For Orient Cement Limited

Vinod Bahety

Place: Ahmedabad Chairperson

Date: April 28, 2026 DIN: 09192400