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:

Ý 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%.

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

Ý 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.

Ý Overall capacity utilisation stood at 64%.

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

Ý 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-Policv.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.

Directors and Key Managerial Personnel
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:

Ý 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).

Ý 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-Policv.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-Policv.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 7^th 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 25^th National Award for Excellence in Energy
Management 2024 held at Hyderabad.

3. Devapur Limestone Mines bagged 2^nd 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:

Ý 1^st prize in Drilling and Blasting

Ý 1^st prize in Safety Management System

Ý 2^nd prize in Safe Mine Working

Ý 2^nd prize in Loading Transportation

Ý 2^nd prize in Electrical Installation

4. Received Winner Award for outstanding achievements
in the category “WORKPLACE SAFETY EXCELLENCE”
at “22^nd 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:

Ý 1^st Prize - Waste Dump Management

Ý 2^nd Prize - Afforestation

Ý 3^rd Prize - Reclamation & Rehabilitation

Ý 3^rd Prize - Overall Performance

Chittapur Plant:

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

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

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

4. 2^nd 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 2^nd Prize at Zonal Level under the
theme Compromise Can't Bring safety.

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

7. Received 2^nd 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 1^st Prizes for Waste Dump Management,
Systematic & Scientific Development and Best
practices adopted in mines. Received six 2^nd Prizes
for Mineral Conservation, Sustainable Development,
Publicity Propaganda, Afforestation, Reclamation &
Rehabilitation and Mineral Beneficiation, Received
2^nd Prize - Theme responsible mining and 3^rd 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
10^th AGM of the Company held in the year 2021 till the
conclusion of the 15^th 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

The Company has adequate procedures for identification and
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-Partv-
Transaction-Policv.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) I n 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.

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.

By order of the Board of Directors
For Orient Cement Limited

CK Birla

Place: New Delhi Chairman

Date: April 13, 2025 (DIN 00118473)