UltraTech Cement Ltd

and Management Discussion and Analysis

Dear Shareholders,

Your Directors present the 25^th Annual Report together with the audited accounts of your Company for the year ended 31^st March, 2025.

Overview and the State of your Company's Affairs

The International Monetary Fund projects global economy growth at a moderate 2.8% to 3% in 2025 and 2026. The prevailing and emerging uncertainties in the global economy, particularly around trade and fiscal policies, are posing significant risks to the global economic outlook. The trade restrictions and geopolitical tensions could pose as headwinds.

To counter these and to foster sustainable growth, nations are focusing on implementing structural reforms and strengthening bilateral and multilateral cooperation.

Within this scenario, India's economy is expected to maintain a healthy trajectory with a projected GDP growth rate of around 6.3%, continuing to be the fastest-growing major economy in the world.

This optimistic outlook is driven by robust domestic demand, with sustained private consumption and government's programme for infrastructure development being key drivers. Sectors such as construction, trade, and financial services are expected to perform well, supporting overall economic activity.

Headline inflation is expected to remain moderate at around 3.5% to 4%, with the Reserve Bank of India ("RBI") likely to adopt a supportive monetary policy, balancing the need for growth with inflation control.

Various economic indicators remain in the robust category. While global economic conditions and policy shifts will influence India's trade dynamics, exports are expected to grow and import trends will be closely monitored to manage the trade deficit. Employment in the manufacturing and services sectors is expected to grow, in line with the strong demand. Indicators such as GST collections, industrial production, and retail sales also point to a resilient economic environment. India's fiscal deficit is expected to narrow slightly, and the current account deficit is likely to remain manageable. These factors contribute to macroeconomic stability and investor confidence.

Overall, India's economic outlook is positive, with strong growth prospects supported by robust domestic demand, manageable inflation, and strategic policy measures. However, external risks such as global trade tensions and geopolitical uncertainties will need to be navigated carefully to sustain this growth momentum.

The Indian cement industry, a good indicator of national economic trajectory, achieved a decadal high in organic capacity addition during FY25, with nearly 30 million tonnes of new capacity bringing India's total installed capacity to 655 million tonnes as of 31^st March, 2025. This is against an average of 25 to 30 million tonnes of annual capacity addition over the last decade. An additional 90 to 100 million tonnes are expected to be added over the next two years.

Cement demand has reached approximately 435 million tonnes. Continued government focus on infrastructure development, affordable housing, and urbanisation is expected to bolster the demand further. The Union Budget 2025-26, core to the vision of Viksit Bharat@2047, has allocated H 11.21 trillion for the infrastructure sector, providing further tailwind to demand for cement. The outlook for 2025-26 is therefore optimistic, with the cement industry expected to grow by around 8%.

Cement firms are expected to benefit from structural cost reductions as they transition toward sustainable practices. Initiatives such as renewable energy adoption, waste heat recovery systems, and alternative fuel usage will lead to cost savings, enhancing margins over the next two to three years. Additionally, logistical efficiencies, bolstered by higher rail penetration and increasing Electric Vehicle ("EV") and Compressed Natural Gas ("CNG") usage, will further reduce costs.

Overall, the Indian cement industry is poised for significant growth in 2026, supported by strategic growth initiatives, government policies, and a focus on sustainability.

The sector's ability to navigate challenges and capitalise on opportunities will be crucial for its continued success.

It is against this backdrop, that we share your Company's performance during FY 2024-25.

Business Performance

MIPA - Million Metric lonnes Per Annum; MM I - Million Metric lonnes * including cement capacity of 14.45 MTPA of the Company's subsidiary, The India Cements Limited.

Cement production in FY 2024-25 was higher by 14%, at 127.44 million tonnes as compared to FY 2023-24.

? including sales volume of the Company's subsidiary, Ras Al Khaimah Co. for White Cement & Construction Materials P.S.C.

*After elimination of Inter Company sales.

Your Company's Net Turnover at H 70,857 crores was 5% higher than the previous year.

Other income was H 1,731 crores, a decrease of 2% from the previous year.

PBIDT at H 12,990 crores was 2% lower than the previous year. The lower operating margin was attributable to lower sales realisations, partly offset by lower input costs and volume growth.

Overall energy costs decreased by 13% from H 1,514/t in FY 2023-24 to H 1,322/t in FY 2024-25, mainly due to lower fuel prices.

Input material costs increased by 1% from H 617/1 in FY 2023-24 to H 624/t in FY 2024-25.

Freight and forwarding expenses decreased by 3% from H 1,233/1 in FY 2023-24 to H 1,195/t in FY 2024-25, mainly due to reduction in lead distance.

Employee costs increased to H 3,299 crores from H 2,910 crores in the previous year, primarily due to annual increments and addition of new capacities.

AtH 3,739 crores, depreciation was higher by H 712 crores on account of capitalisation of new capacities and revaluation of the cement assets acquired from Kesoram Industries Limited ("Kesoram") during the year.

Finance cost increased to H 1,465 crores from H 867 crores, primarily on account of increase in borrowings, including those taken over from Kesoram. Interest rate was also marginally higher, compared to the previous year.

Your Company does not accept any fixed deposits from the public falling under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

Upon effectiveness of the Composite Scheme of Arrangement between Kesoram and your Company and their respective shareholders and creditors, fixed deposits of Kesoram have been taken over. The amount of outstanding fixed deposits as on 31^st March, 2025 was H 73.82 crores, carrying a rate of interest of 12.50% for shareholders of Kesoram and 12.25% for other fixed deposit holders. These are repayable from June 2025 to June 2026.

Your Company has adequate liquidity and a strong balance sheet. CRISIL and India Ratings and Research reaffirmed their credit rating as CRISIL AAA/Stable and IND AAA/Stable for Long Term and CRISIL A1+ and IND A1+ for Short Term, respectively. Further, CARE Ratings has rated the long-term borrowings as CARE AAA/Stable and short-term borrowings as CARE A1+.

Your Company has also obtained credit rating for its foreign currency bond issuances from Fitch and Moody's and has been rated by them as BBB- and Baa3, respectively, which are equivalent to India's sovereign ratings.

This is a testament to your Company's sound financial management as well as its ability to service its financial obligations in a timely manner.

Normalised income tax expenses decreased mainly on account of decrease in taxable income.

PAT decreased by 10% from H 6,905 crores to H 6,193 crores.

Detailed Explanation of Ratios

:i Debtors Turnover (Days) is used to quantify a

company's effectiveness in collecting its receivables or money owed by customers. The ratio shows how well a company uses and manages the credit it extends to customers. The ratio is calculated by dividing average trade receivables by average turnover per day.

(ii Inventory Turnover (Days) represents the average

number of days a company holds its inventory before selling it. It is calculated by dividing average inventory by average turnover per day.

(iii Interest Coverage Ratio measures how many times a company can cover its current interest payment with its available earnings. It is calculated by dividing PBIT by finance cost. This ratio came down mainly on account of increase in borrowings which led to increase in interest cost.

(iv Current Ratio is a liquidity ratio that measures a company's ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities (excluding current borrowings).

(v Debt Equity Ratio is used to evaluate a company's financial leverage. It is a measure of the degree to which a company is financing its operations through debt versus owned funds. It is calculated by dividing a company's total debt by its shareholder's equity. Your Company's Debt Equity Ratio (Net) has increased by 2100% in FY 2024-25, primarily on account of increase in debt during the year.

(vi Operating Profit Margin (%) is a profitability or performance ratio used to calculate the percentage of profit a company generates from its operations. It is calculated by dividing the PBIDT (excluding Other Income) by turnover.

Ivii Net Profit Margin (%) is the net income or profit a company generates as a percentage of its revenue.

It is calculated by dividing the profit for the year by the turnover. Your Company's Net Profit Margin decreased by 14% mainly on account of higher interest outgo.

viii Return on Net Worth ("RONW") is a measure of profitability of a company expressed as a percentage. It is calculated by dividing Net Profit from continuing operations for the year by average Net Worth during the year. Your Company's RONW decreased by 22% mainly on account of decrease in Net Profit during the year.

ix Return on Capital Employed ("ROCE") (%) measures a company's profitability and the efficiency with which its capital is used. In other words, the ratio measures how well a company is generating profits from its capital. It is calculated by dividing profit before interest, exceptional items, and tax (PBIT),

by average capital employed during the year. Your Company's ROCE decreased by 26% mainly on account of decrease in PBIT during the year.

:x Earnings Per Share ("EPS") is the portion of a

company's profit allocated to each share. It serves as an indicator of a company's profitability. It is calculated by dividing profit for the year by weighted average number of shares outstanding during the year. A decrease in Net Profit by 10%, resulted in your Company's EPS decreasing by H 29, from H 240 in FY 2023-24 to H 211 in FY 2024-25.

Cash from operations remained flat.

Cash from other activities was higher on account of increased cash flow from income on financial investments.

Increase in working capital is attributed to increase in inventories, trade receivables and decrease in trade payables on account of increase in fuel inventory and higher sales, respectively.

Your Company spent H 8,900 crores on capex during the year. These were primarily towards growth and maintenance as well as for setting up Waste Heat Recovery Systems.

Your Company's liquid investment was used for expansion/ business operations.

During the year, your Company raised debt (on net basis) of H 9,124 crores resulting in higher Net Debt/Equity ratio and Net Debt/EBITDA ratio.

Your Company proposes to transfer an amount of H 3,500 crores to General Reserves.

Dividend

Your Directors recommend a dividend of H 77.50/- per equity share of H 10/- per share, totalling H 2,283.75 crores. The dividend shall be taxed in the hands of shareholders at applicable rates of tax and, your Company shall withhold tax at source appropriately.

Your Company's dividend policy is given in Annexure I of this Report and is also available on your Company's website. Unclaimed dividend for the year ended 31^st March, 2017, aggregating to H 1.66 crores has been transferred to the Investor Education and Protection Fund ("IEPF"). Your Company has also credited to the IEPF, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven consecutive years within the timelines laid down by the Ministry of Corporate Affairs, Government of India. Unpaid/unclaimed dividend for seven years or more have also been transferred to the IEPF, pursuant to the requirements under the Act.

Corporate Development

Your Company had made a non-controlling financial investment in The India Cements Limited ("ICEM") to acquire 22.77% of equity in June 2024. Post this, the promoters, members of the promoter group of ICEM proposed to sell their entire stake in ICEM and approached your Company for the same. Having found the proposal appropriate, your Company entered into a Share Purchase Agreement with the promoters, members of the promoter group and another shareholder for buying a 32.72% stake in ICEM, subject to regulatory approvals. As a result of entering into the Share Purchase Agreement, the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Code") were triggered, requiring your Company to make a mandatory open offer to the public shareholders of ICEM for acquiring up to 8,05,73,273 equity shares, constituting 26% of ICEM's equity share capital.

The Competition Commission of India ("CCI") by its letter dated 20^th December, 2024 unconditionally approved the acquisition of the shareholding of the promoters, promoter group and another shareholder of ICEM as well as an open offer to the public shareholders of ICEM. The Securities and Exchange Board of India ("SEBI") also approved the open offer by its letter dated 20^th December, 2024.

Consequent to receipt of the unconditional approval from the CCI, your Company on 24^th December, 2024 completed the acquisition of 10,13,91,231 equity shares of H 10/- each of ICEM, representing 32.72% of its equity share capital. Together with its existing shareholding of 7,05,64,656 equity shares representing 22.77%, your Company's total shareholding in ICEM increased to 17,19,55,887 equity shares of H 10/- each, representing 55.49% of ICEM's equity share capital. As a result, ICEM became a subsidiary of your Company with effect from 24^th December, 2024.

Your Company also became the promoter of ICEM in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective 24^th December, 2024.

The tendering period for the open offer to ICEM's public shareholders commenced on 8^th January, 2025 and closed on 21^st January, 2025. Since the number of shares tendered under the open offer was more than the size of the offer, your Company accepted the tendered shares on a proportionate basis. Payment of consideration for the shares accepted was completed on 4^th February,

2025. Upon completion of the open offer and payment of consideration, your Company's total shareholding in ICEM increased to 25,25,29,160 equity shares of H 10/- each representing 81.49% of ICEM's equity share capital. ICEM's public shareholding being lower than the minimum public shareholding in terms of the provisions of Rule 19A of the Securities Contracts (Regulations) Rules, 1957 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company will ensure that ICEM satisfies the minimum public shareholding set out in the aforesaid regulation within a period of 12 (twelve) months from the completion of the Open Offer.

ICEM has a total capacity of 14.45 MTPA of grey cement.

Of this, 12.95 MTPA is in the southern region of India (particularly Tamil Nadu) and 1.5 MTPA is in Rajasthan. Consequent to the acquisition of equity shareholding in ICEM, operational efficiencies arising out of availability of ready-to-use assets will reduce time-to-market. This will also help to augment your Company's only integrated unit in Tamil Nadu i.e., Reddipalayam Cement Works.

This acquisition will also result in enhancing value for the shareholders as well as creation of direct and indirect

employment opportunities. Your Company expects that it will be able to improve capacity utilisation of ICEM which is likely to result in an improvement of ICEM's cash flows and its working capital management.

The Composite Scheme of Arrangement between Kesoram and your Company and its respective shareholders and creditors ("the Scheme") for acquisition of the Cement Business of Kesoram was made effective from 1^st March, 2025. The Appointed Date of the Scheme is 1^st April, 2024.

Upon the Scheme becoming effective and with effect from the Appointed Date, Kesoram's cement business stands transferred to and vested in your Company as a going concern.

Your Company's financials have been restated from 1^st April, 2024, to include the financials of the acquired Cement Business of Kesoram. In terms of the Scheme, your Company has allotted 59,74,301 equity shares of H 10/- each to the shareholders of Kesoram as on 10^th March, 2025, being the Record Date fixed by Kesoram in terms of the Scheme.

Your Company has also issued 63,50,883 7.3% nonconvertible redeemable preference shares of H 100/- each to the eligible shareholder of Kesoram as on the effective date. These shares have since been redeemed.

Your Company acquired 8.69% non-controlling minority stake in Star Cement Limited ("SCL") from one of the promoter group entities of SCL who had approached your Company to sell their equity holding in SCL. SCL has a cement capacity of 7.67 MTPA, of which 5.67 MTPA is in th< north-eastern region and 2.00 MTPA in east India. It is also in the process of putting up another 2.00 MTPA cement grinding unit in the northeastern region, to take its total cement capacity to 9.67 MTPA. This capacity is fully backed by its own clinker capacity of 6.10 MTPA. Given your Company's limited presence in the north-eastern markets, the enhanced infrastructure connectivity in the region and the Government's vision to ensure industrial development, including rail and road connectivity in the region, your Company evaluated the proposal for making a non-controlling financial investment in SCL and acquired the shares offered.

Your Company continuously explores adjacencies for its grey cement business to add value to its customers and gain a higher share of wallet from the individual homeowner in the overall construction value chain.

As part of this endeavour, your Company had started its building products division ("BPD") through which it has launched multiple products viz. mortars, tile fixing agents, waterproofing agents, AAC blocks, grouting materials and many others.

As part of extending its offering from BPD, your Company further examined other adjacencies, including pipes, tiles, wood adhesives, sanitary fittings, lights and fans. However, after carefully applying strategic fit considerations, your Company has decided to further extend into Wires and Cables.

The Wires and Cables industry has a large addressable market with strong growth rates and attractive economics. There is potential for a large, trusted brand to enter the market through product differentiation, branding, customer centricity and innovation.

The opportunity to extend into the Wires and Cables segment entails a capital expenditure of H 1,800 crores over the next 2 years. The proposed entry into this segment of the construction value chain through BPD is in line with your Company's strategy to strengthen its position as a leader in Building Solutions. Your Company proposes to leverage its extensive manufacturing expertise coupled with its connect with the end customers to deliver high-quality wires and cables. The proposed plant to be set up near Bharuch in Gujarat, which is less than 100 kms from the source of raw material, i.e. copper, is expected to be commissioned by December 2026.

The Board of Directors of your Company at its meeting held on 3^rd April, 2025 approved acquisition of 6,42,40,000 equity shares of H 10/- each for an Enterprise Value not exceeding H 235 crores of Wonder WallCare Private Limited ("Wonder WallCare"), a company engaged in the business of manufacturing white-cement based wall putty and gypsum plaster. Your Company has executed a Share Purchase Agreement with Wonder Cement Limited and the promoters of Wonder WallCare for the said acquisition.

The Company has on 29^th May, 2025 completed acquisition of the aforesaid equity shares of Wonder WallCare. Consequently, Wonder WallCare has become a wholly- owned subsidiary of the Company with effect from 29^th May, 2025.

The audited accounts for the year under review are in conformity with the requirements of the Act and the Indian Accounting Standards. The financial statements fairly reflect the form and substance of transactions carried out during the year under review and reasonably present your Company's financial condition and results of operations.

Your Directors confirm that:

? In the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

? The accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent to give a true and fair view of the state of affairs of your Company on

31^st March, 2025, and of the profit of your Company for the year ended on that date.

? 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 frauds and other irregularities.

? The Annual Accounts of your Company have been prepared on a going concern basis.

? Your Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively.

? Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Capital Expenditure Plan

Your Company's expansion programme is progressing as per schedule.

As part of its ongoing capacity expansion programme, your Company commissioned capacity of 17.4 MTPA across several locations in the country during FY 2024-25 including its first bulk terminal in Uttar Pradesh at Lucknow with a capacity to handle 1.8 MTPA of cement.

With the acquisition of The India Cements Limited and the acquisition of Kesoram's Cement Business, your Company's domestic grey cement capacity has increased to 183.36 MTPA, on a consolidated basis. Together with its overseas capacity of 5.4 MTPA, your Company's global capacity stands at 188.76 MTPA as on 31^st March, 2025.

Corporate Governance

Your Directors reaffirm their commitment to good corporate governance practices. During the financial year under review, your Company was compliant with the provisions relating to corporate governance. The compliance report is provided in the Corporate Governance section of this Report. The Auditor's Certificate on compliance with the conditions of corporate governance forming part of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is provided in Annexure II of this Report.

Employee Stock Option Schemes (ESOS)

The Nomination, Remuneration and Compensation Committee ("the NRC Committee") allotted 11,104 equity shares of H 10 each of your Company to option grantees, upon exercise of stock options and Restricted Stock Units ("RSUs"). 1,761 equity shares were pending allotment as on 31^st March, 2025.

During the financial year, the NRC Committee:

? Vested 66,834 stock options and 9,287 RSUs to eligible employees, subject to the provisions of ESOS-2018.

? 57,249 equity shares were transferred to option grantees during the year from the employee welfare trust, upon exercise of options for transfer of equity shares.

During the financial year, the NRC Committee granted:

? 3,243 stock options at an exercise price of H 9,816.30 per stock option exercisable into the same number of equity shares of H 10 each and 382 Performance Stock Units ("PSUs") at an exercise price of H 10 each on

6^th May, 2024;

? 81,591 stock options at an exercise price of H 11,647.25 per stock option exercisable into the same number

of equity shares of H 10 each and 30,067 PSUs at an exercise price of H 10 each on 19^th July, 2024;

? 1,075 stock options at an exercise price of H 10,995.20 per stock option exercisable into the same number of equity shares of H 10 each and 125 PSUs at an exercise price of H 10 each on 28^th October, 2024.

A total of 35,993 stock options vested in eligible employees, subject to the provisions of ESOS-2022. 3,226 equity shares were transferred to option grantees during the year from the employee welfare trust, upon exercise of options for transfer of equity shares.

In terms of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, details of stock options and RSUs/PSUs granted under the various schemes are available on your Company's website; https://www. uitratechcement.com/investors/financiais.

A certificate from the Secretarial Auditors on the implementation of your Company's ESOS wiii be available at the ensuing Annual General Meeting ("AGM") for inspection by the Members.

Share Capital

During the year, your Company allotted 11,104 equity shares of H 10 each to option grantees upon exercise of stock options and RSUs in terms of ESOS-2013 and 59,74,301 equity shares to the shareholders of Kesoram in terms of the Scheme. As a resuit, your Company's paid-up equity share capital increased to H 2,94,67,74,100, comprising of 29,46,77,410 equity shares of H 10 each.

Detaiis reiating to transfer of unciaimed dividend and equity shares to the Investor Education and Protection Fund Account are given in the Corporate Governance section that forms part of this Report.

Your Company's research and development efforts are dedicated to exploring innovative methodologies and technologies for decarbonisation, developing low- carbon products, responsibly utilising non-conventional materials to conserve natural resources, conserving energy, and preserving the environment. Your Company's constant endeavour is to improve the quality of its products by enhancing their functional attributes and developing new functions, all aimed at reducing carbon footprint. The R&D team is committed to improving product quality, boosting process efficiency, lowering the clinker factor, and increasing utilisation of alternative fuels and raw materials.

The R&D team plays a pivotal role in supporting the business through continuous improvements and addressing various aspects of the manufacturing process and products. Additionally, the team provides support and raises awareness among customers to adopt new, low-carbon, and sustainable products and building solutions, working closely with the technical and marketing teams to enhance customer satisfaction.

The R&D team collaborates with the Aditya Birla Group's corporate research centre, Aditya Birla Science and Technology Company Private Limited ("ABSTCPL"), which addresses the applied research needs of the Group's multidisciplinary business innovation across companies.

Your Company's R&D team has innovated, developed, and manufactured a variety of cement and concrete products by utilising waste materials from various industries as a commitment to enhancing the circular economy, meeting sustainable construction requirements, and enabling a sustainable built environment.

? Low-Carbon Concretes: The R&D team has meticulously designed and developed a low-carbon concrete, a sustainable and environmentally friendly construction material. Consequently, this advancement substantially reduces the carbon dioxide (CO₂) footprint and contributes to the conservation

of natural resources and energy. Low-carbon concrete represents a pivotal innovation in the construction industry due to its environmental advantages and sustainability.

? Self-Curing Concrete ("SCUC"): In recent years, your Company's scientists have innovatively conceived

and developed concrete that requires minimal water curing. This innovation represents a significant breakthrough for the construction industry in regions facing water scarcity.

? C&D Waste as Aggregate with HVFA Concrete: The

disposal of construction and demolition ("C&D") waste represents a significant challenge, and your Company's researchers have diligently endeavoured to incorporate the C&D waste fraction as an aggregate in concrete production. This product emerges as an innovative, sustainable solution for the concrete industry, effectively merging fly ash with recycled C&D aggregates and could reduce the carbon dioxide footprint significantly.

? Geopolymer 3D printing Concrete: In previous research endeavours, the R&D team had successfully developed cement-based 3D printable concrete.

The researchers have further advanced their efforts to establish Geopolymer 3D printing ("G3DP") as a cutting-edge sustainable construction material for the construction industry, which could reduce the carbon dioxide footprint significantly.

? Limestone Calcined Clay Cement ("LC3"): Researchers have developed in-house capabilities and conducted a thorough investigation into the production of calcined clay at a designated plant location. Furthermore,

LC3 presents itself as a promising low-carbon alternative to traditional Portland cement, aimed at mitigating CO₂ emissions associated with conventional cement manufacturing.

Cement manufacturing includes pyro-processing and grinding operations that demand a significant amount of thermal and electrical energy, responsible for up to 30% of CO₂ emissions in the cement manufacturing process. The systematic design of equipment and the implementation of energy-efficient technologies constitute a fundamental philosophy at your Company. This approach includes low-pressure and high-efficiency pre-heaters ("PH"), cyclones, high-efficiency separators, coolers, low-NOx burners, drives, fans, and other process equipment. These advancements aim to reduce both fuel and electrical power consumption, thereby fostering sustainability through a reduction in CO₂ emissions.

Your Company has used high technology modelling, simulators and computational fluid dynamics ("CFD")

for further process and production optimisation to improve our sustainability performance and lower our carbon footprint.

Your Company is a key member and represents the steering committee of Innovandi — the Global Cement and Concrete Research Network. Innovandi connects the cement and concrete industry with scientific institutions to drive and support global innovation with actionable research. Your Company has participated in the Innovandi Open Challenge. This global programme brings tech start-ups together with the world's leading cement and concrete companies to accelerate the achievement of net- zero mission through a consortium of various members.

In the past, your Company has evaluated and assessed Coomtech, Carbon Oro, and Fortera. During the year, your Company has also signed the consortium agreement to develop and innovate new materials as Supplementary Cementitious Materials ("SCM").

? EnviCore: Converting many waste streams from mining, industrial and domestic wastes into SCM using a low-temperature CO₂ mineralisation route.

? Queens Carbon: Low-temperature synthesis of carbon neutral engineered SCM from limestone and sand with hydraulic activity.

? NeoCrete: Nano-activator for natural and industrial pozzolans for substituting cement in concrete.

Your Company is collaborating with the abovementioned startups, assisting them in the development of a new SCMS while evaluating its effectiveness in reducing the clinker content in cement for the production of low- carbon cement.

Your Company had signed an agreement with Coolbrook, a Finland-based company, for the large-scale deployment of their patented technology, Roto-Dynamic Heater™, for kiln electrification. It is now exploring pilot trials and utilising this technology in cement plants.

During the year under review, your Company has entered into a collaboration agreement with the Institute for Carbon Management ("ICM") at the University of California, Los Angeles ("UCLA") to pilot a groundbreaking new technology: the Zero Carbon Lime ("ZeroCAL").

The ICM has developed ZeroCAL technology to reduce carbon dioxide emissions from cement manufacturing.

In this partnership, your Company and ICM will build a first-of-its-kind demonstration plant at one of the units. Utilising ZeroCAL technology and its process can eliminate nearly 98% of CO₂ emissions associated with limestone calcination in cement production. Your Company will be the first globally, to implement the ZeroCAL process at scale through a demonstration plant. This will represent another significant milestone towards its commitment to Net Zero concrete by 2050. The front-end engineering and design of the demonstration plant at the selected unit is planned to be completed by March 2026 and scheduled for commissioning by September 2026.

Sustainability

Your Company has imbibed sustainability in its business strategy and each step of its value chain to ensure a reduced environmental and a positive social footprint. It is committed to adopting the latest scientific approaches and technologies to enhance its operational efficiency and ensure longterm sustainability.

Your Company has targeted to reduce its Scope 1 emission intensity by 27% and Scope 2 emission intensity by 69% by 2032 from the base year 2017, validated by SBTi.

Your Company has committed to the net-zero concrete GCCA's Net-Zero Concrete Pathway to produce carbon-neutral concrete by 2050. Your Company's major decarbonisation initiatives include transitioning to a green energy mix (waste heat recovery and renewable energy), substituting fossil fuels with alternative fuels and waste from other industries, including focusing on R&D for low-carbon products and exploring and adopting technological advancements in the field of decarbonisation of such CCU, new SCMs, etc.

During the Maha Kumbh, your Company processed waste collected by the Prayagraj Nagar Nigam from the Maha Kumbh. Over 400 metric tonnes of plastic waste were collected and processed as alternative fuel. Your Company deployed sanitation workers and waste plastic collection bins across high-footfall locations at Prayagraj and Maha Kumbh's designated sectors. The initiative also emphasised community engagement and awareness through an LED activation van travelling across Prayagraj, educating citizens on plastic segregation and encouraging household participation in the campaign.

Under its commitment to RE100, your Company is working extensively towards a transition to green energy and aims to substitute 85% of its electricity requirements with a green energy mix by 2030. Your Company has achieved 28% substitution this year through the green energy mix.

Your Company has met its commitment to EP100 and has doubled its energy productivity since the base year of 2010, well ahead of the target year of 2035.

As a responsible business, your Company recognises its duty towards 'ENVIRONMENTAL SUSTAINABILITY'. Its efforts to promote a circular economy, water management, biodiversity, and low-carbon product stewardship are a testament to this statement. This year, your Company utilised 21.73% recycled input materials in cement production and conserved 120.38 million cubic meters of water, achieving 4.9 times water positivity.

Your Company completed biodiversity impact assessments at 24 integrated units and plans to assess all its integrated units by the end of 2025. The Life Cycle Assessment for four of its major products has been completed, and their Environmental Product Declaration (EPD) is publicly available.

Your Company has introduced a unique Sustainable Supply Chain Programme, where all new suppliers and vendors are evaluated for ESG risks before onboarding. The Company is also assessing its existing Tier 1 suppliers and providing capacity-building sessions to help them embark on their sustainability journey.

Your Company has been recognised as the winner in the "Circular Business Model — Matured category" within the Indian cement industry at the first-ever Global Symposium and Awards on Resource Efficiency and Circular Economy. Hosted by FICCI on March 24-25, 2025, in New Delhi, the theme of the global symposium was "Scaling Resource Efficiency & Circular Economy: Pathway for Global Sustainability." Your Company's efforts in sustainability are well recognised globally as well. Your Company has maintained the 8^th position among the Top 10 Global Companies in the Construction Materials sector with S&P Global (DJSI, CSA 24). Your Company has also maintained its CDP-Climate Change score at B.

Digitalisation

Your Company has consistently been at the forefront of digital innovation, delivering superior value to its stakeholders by focusing on speed, scale, convenience, and operational excellence. Its digital transformation journey is now rapidly advancing towards intelligence where customer- centricity, automation, and data-driven decision-making form the foundation of a connected and smart ecosystem.

Teams are empowered to act swiftly, guided by deep customer understanding and enabled by cutting-edge technologies. By listening actively to stakeholders and continuously enhancing solutions, your Company has achieved higher adoption and advocacy throughout its ecosystem, including channel partners, customers, influencers, employees, and service partners. High maturity in process digitalisation, coupled with the widespread scale of adoption achieved across touchpoints, has established a strong foundation for integrating next-generation technologies into core operations.

During FY 2024-25, your Company significantly advanced its journey from digitisation to intelligent automation by scaling emerging technologies for business applications.

With a strong foundation of Data Warehouse and Data Lake infrastructure, your Company began integrating Artificial Intelligence ("AI"), Machine Learning ("ML"), Generative AI ("Gen AI"), Computer Vision, and Internet of Things ("IoT") into its core processes - a natural progression enabled by the maturity, depth, and integration of existing digital platforms.

AI-ML algorithms were implemented to transcribe vernacular customer conversations into structured insights. This has improved accuracy in understanding customer sentiment and enhanced productivity as well as decisionmaking by eliminating manual transcription dependencies.

Your Company leverages Gen AI to synthesise insights from various customer interaction touchpoints, allowing it to understand customer needs and expectations more quickly and deeply. Following a successful pilot, your Company is scaling its Immersive Augmented Reality / Virtual Reality based training platform across multiple cities, empowering applicators with the skills to use products more effectively and consistently.

Your Company continues to strengthen its digital touchpoints with customers. Mobile-based solutions have

transformed paper-based processes, enhancing visibility, speed, and efficiency across customer operations.

UltraTech Trade Connect, a unified app for dealers and retailers, has evolved into a trusted digital interface across the country. Since its launch in 2020, it has become the nerve centre for managing dealer operations, enabling seamless interactions across grey cement, Building Products, and Ready-Mix Concrete ("RMC"). Beyond channel partner convenience, it also acts as a dependable digital backbone for the sales, logistics, and commercial teams, supporting faster, paperless, and more efficient sales operations.

Looking ahead, your Company is enhancing the platform with AI-powered features to deliver predictive insights, intelligent recommendations, and more personalised experiences, reinforcing its commitment to customer-centric digital innovation.

UltraTech Customer Connect enables institutional customers to manage site operations with real-time supply visibility, electronic proof of delivery (ePOD), access to test certificates, and finance documentation, thereby supporting smoother and faster payments.

Drivers and transport partners are integral to your Company's commitment of timely and reliable delivery.

The Eye-to-Trackapp has brought over 67,000 drivers into the digital ecosystem with multilingual support and features such as digital invoicing, e-waybill extension, SOS alerts, self-learning safety videos, and visibility into customer feedback, enabling continuous improvement and safer, better deliveries.

Your Company is focused on strengthening internal capabilities through integrated platforms and real-time information access.

The Logistics Control Tower ("LCT") and LCT Lite (mobile version) provide end-to-end visibility and a single source of truth, fostering seamless collaboration between sales and supply chain functions.

Real-time KPI dashboards enable front-line teams to track performance, eliminate manual reporting efforts, and take data-driven decisions aligned with business goals.

The OneCRM platform, now rolled out across the trade channel and being scaled in the institutional segment, offers a unified view of customer interactions across Lines of Business ("LOBs"). It supports intelligent visit planning, lead management, and cross-selling and up-selling opportunities, strengthening customer lifecycle management.

By integrating seamlessly with the mobile-first ecosystem, OneCRM delivers real-time insights and recommendations directly in the hands of the sales teams, driving higher productivity and customer satisfaction.

As a testament to its digital foresight and commitment to customer centricity, your Company has piloted a first-of-its kind RMCControl Tower— a unified platform designed to transform how it plans, executes, and monitors RMC operations. By enabling dynamic scheduling, real-time visibility, and mobile-led collaboration across plants, transit mixers, pumps, and site teams, the solution ensures more reliable deliveries, improved responsiveness, and superior on-site experience. It marks a significant leap in your Company's journey to offer smarter, more connected, and customer-focused operations on scale.

With these digitally integrated solutions — from customer interfaces to internal operations — your Company continues to evolve as a truly customer-centric and intelligent enterprise. Its focus remains on leveraging technology to unlock value at scale while keeping customer experience at the heart of everything it does.

Other Digital Transformation initiatives across your Company have significantly enhanced operational efficiency, quality and safety, supply chain optimisation, and digital knowledge management.

Over the past two years, process variability has been successfully reduced despite external disturbances, leading to improved throughput in initial plants and a notable reduction in breakdowns. Advanced AI solutions have been implemented at 50% of the units, enhancing quality control and throughput, with ongoing exploration of advanced robotics for modernising packaging operations. Quality management systems are being strengthened through pilot programmes for in-process controls and incoming raw materials/fuel inspection.

Innovative safety pilots leveraging AI, robotics, and drone technologies are being launched to improve workplace safety effectiveness at scale. AI-enabled systems have been deployed at ten units to optimise inward rail logistics management, improving turnaround times and cost efficiency. A virtual truckyard programme is being tested to streamline inward raw material and fuel truck operations and infrastructure requirements.

An integrated knowledge management system combining generative AI with the organisation's comprehensive knowledge base has been deployed, with ongoing development of specialised decision support tools for multiple functions including HR, Operations, Procurement, Legal, and Safety, enabling on-demand actionable information retrieval.

Your Company's Shared Services viz. UltraTech Knowledge Service Centre ("UKSC"), now operating for over six years, has grown to a strength of 750+ members, processing ~25 lakhs vendor invoices annually, maintaining 14 lakhs customer/vendor master records, ensuring GST compliances for 26 states, and closing books of accounts for each of the 90+ units/zones every quarter to enable company-level consolidation for all your Company's operations.

In the last one year, UKSC has embarked on the Capability Maturity Model Integration journey ("CMMI"). CMMI helps organisations identify areas for improvement, develop best practices, and track progress towards achieving a higher level of maturity in their processes. It's a widely recognised standard for process improvement, with different levels of maturity that organisations can strive to achieve. Your Company's UKSC is now CMMI L3 certified. This is first in the industry within a Finance & Accounting ("F&A") captive space. With this, we have also set the roadmap to achieve the highest CMMI L5 certification in the next eighteen months.

In the technology space, AI is seeing a striking rise in adoption. UKSC is keeping pace with these developments.

It is working on implementing AI based Review and Control tools. Given the growing size of business, this will not only help digitise the review and control, with humans resolving only the exceptions, it will also help build a scalable model to absorb additional work without increasing the head count linearly. UKSC plans to leverage latest technologies like AI / ML and Agentic / Gen AI to create business value by providing actionable insights to business leaders on costs, working capital and other levers to optimise the ROCE.

UKSC will continue to leverage technology and industry best practices to bring in operational efficiency and Best-inClass process governance.

Your Company's growth journey continues to be driven by its unwavering commitment to capacity expansion and operational excellence. Over the past year, your Company has strengthened its production footprint through a strategic blend of acquisitions and organic growth, further reinforcing its leadership position in the cement industry, both within India and in international markets.

This sustained growth momentum highlights the need for a robust and future-ready talent ecosystem — one capable of navigating increasing operational complexities and driving performance across an expanding geographic landscape. In alignment with this vision, your Company has refined its talent strategy to ensure 'Talent Sufficiency' i.e. right capabilities across all levels of management, enabling seamless execution of growth plans and enhancing organisational resilience.

Proactive succession planning remains a cornerstone of this strategy, with a strong emphasis on the early identification of high-potential talent and accelerating their readiness for critical roles. A significant proportion of the identified successors are relatively early in their roles, which reflects your Company's intent to cultivate future leaders well in advance and ensure business continuity through structured, long-term talent planning.

Focused development through curated experiences, crossfunctional exposures, and structured coaching interventions continue to enhance the agility and versatility of the talent pool. These efforts are designed to systematically prepare individuals for general management responsibilities, nurturing leaders who are well-equipped to drive the Company's future growth.

Your Company remains committed to fostering a dynamic and inclusive talent ecosystem that supports both individual career aspirations and the evolving strategic needs of the business, ensuring sustained growth and leadership continuity.

Your Company's employee strength stood at 28,136 on 31^st March, 2025, compared to 23,137 a year ago.

Safety

Your Company has been relentlessly striving to elevate safety, a non-negotiable aspect of business, to higher levels and achieve the organisational goal of 'zero harm'.

Following the well-proven Plan-Do-Check-Act ("PDCA") cycle, substantial efforts have been made to continuously improve your Company's safety culture. This includes planning meticulously, emphasising implementation, reviewing and tracking progress, and charting out the next course of action through various initiatives.

In terms of governance, the Organisation Health and Safety ("OH&S") board, chaired by the Managing Director, reviews the overall effectiveness of the safety management system every two months. Additionally, eight subcommittees headed by the Manufacturing Cluster and Corporate Function Heads at the board level, and six subcommittees at the unit level, headed by Unit Heads, function to strengthen various important elements of safety and periodically review their effectiveness.

To formulate a robust strategy for enhancing the existing safety management system, a brainstorming session among senior leaders was organised on safety improvement. An action plan was prepared and is currently being implemented.

The 'Risk-e-thon' initiative, driven at all manufacturing locations, identified 13,426 risks, for which mitigation plans were made and implemented based on criticality. Based on learnings and new requirements, six safety standards (scaffolding, hot work, confined space entry, permit to work, LOTOTO, and HIRA) have been revised. Additionally, procedures have been set up on lone working, restricted usage of mobile phones inside units, safe CCR operation, and working near Class B or similar type fuel storage.

Your Company has also started a 'Mentor-mentee' initiative, aligning all workers across various units to executives in a 1:5 ratio to closely work on improving safety behaviours.

The 'NSAT-2024', an online auto-proctored exam conducted by National Safety Council, was organised for 165 safety professionals to test their comprehensive understanding of safety science, rules, regulations, and standards related to safety, risk management, safety management, leadership abilities, and general aptitude.

Your Company has established Safety Incubation Centres ("SIC") at seven units, viz. Awarpur, Manikgarh, Maihar, Rajashree, Tadipatri, Nathdwara and Hirmi to improve the behavioural safety of front-line employees and contract workers. These centres aim to sensitise workers by communicating the potential negative impacts, such as injury or illness, if safety norms are not followed.

Your Company organised various events throughout the year during 12 pre-determined monthly theme-based safety campaigns to sensitise people. 45 Standard Operating Procedures ("SOPs") for critical operations have been standardised to ensure consistency and uniformity across all units.

A total of 11,800 employees has completed e-learning courses on five critical safety topics: coal mill operation, boiler operation, hot material, electrical arc flash, and management of change. Ten pictorial SOPs in Hindi have been developed and displayed at conspicuous locations across units for critical activities, enabling contractual workers to easily understand the instructions for performing these activities safely.

Your Company conducted 720 sessions of the online Contractor Connect Initiative ("CCI") where live work executed by contractual workmen at various units was reviewed by Heads of other units, which led to reporting of 2,228 gaps. As a result, 297 progressive consequence management ("PCM") actions were applied against unsafe acts, and 2,700 persons were rewarded for their positive safety behaviour.

All 57 safety concerns raised through the Safety Toll- free number, which keeps callers anonymous, have been resolved.

Your Company also imparted VR-enabled safety training on 44 modules across units, along with a driver safety training module in Hindi. A total of 81,932 workmen were trained against a target of 85,024, resulting in 96% compliance. Online training sessions on road and driving safety were organised, covering more than 2,000 employees and workers. Skill assessments were conducted for 411 safety stewards deputed at various project sites. Additionally,

59 employees from various units were trained at UTTC to conduct Structural Stability Assessments ("SSA") by internal experts, enhancing their capability to identify potential hazards and risks associated with building structures through non-destructive testing ("NDT").

To identify unsafe acts and behaviours and correct them through instant intervention, 2,27,109 observations were reported through the Safety Behaviour Observation ("SBO") process. To uncover unsafe conditions at workplaces, 3,04,549 findings were reported through the Walk-Through Inspection ("WTI") process, with ~90% (2,64,698) rectified.

The newly launched PRATIBIMB 2.0 programme connected 156 zone owners in 63 sessions to review their risk perception with the Chief Operating Officer, aiming to improve risk perception, discuss repeated findings, and establish emotional and behavioural safety connections with their safety ambassadors and mentees.

Your Company also runs the Contractor Field Safety Audit ("CFSA"), aimed to address conditions and actions of the most vulnerable workforce, viz. contractual workers.

Around 5,698 observations were identified and rectified through the CFSA. Third-party safety audits ("TPSA") were conducted at 27 units by an independent expert agency to evaluate compliance with seven critical safety standards. Audit reports were shared with the units, and the implementation of corrective actions was monitored. Second-party safety audits ("SPSA") were carried out at the remaining units by trained and experienced auditors from other units. Through first-party safety audits (internal), around 4,903 opportunities for improvement were reported and closed out.

Leadership Alignment Workshops were organised with expert agency M/s. DSS+ for Chief Operating Officers and Plant Heads. Additionally, six sessions of Visible Felt Leadership ("VFL") programmes were organised for 213 senior employees across units. Safety commitment and guidance by the Chief Manufacturing Officer were communicated to all employees, with more than 10,000 employees across the organisation taking a safety pledge to integrate safety into all their actions.

Chetna, a generative AI assistant, was deployed for safety data analysis, including safety observations, walk-through inspections, and incidents. With the help of a Power BI dashboard, departments can gain insights related to causes, suggested actions, and trends. Five sessions of Process Safety training were organised across various clusters in coordination with the Aditya Birla Group Corporate Safety team, with 161 employees participating. 64 employees

across units were trained in Process Safety Management ("PSM"), and around 320 employees across all units were trained in Management of Change ("MOC").

350 employees across all units were trained on Contractor Safety Management ("CSM") by the mySetu team.

700 employees of existing and newly acquired units qualified through standard champions training. Safety Leadership training was organised for employees in the logistics function across all zones.

A safety sensitisation video titled 'Suraksha Dil Se: Act Now, Regret Never' (English and Hindi versions) was launched to sensitise all employees to take ownership and proactively work to ensure safe execution of activities to achieve "Zero Harm." 95 employees across all units qualified as trained safety auditors through training by an expert agency, followed by a test. All high-priority deficiencies identified across units through structural stability assessments by experts have been rectified.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company have constituted a Corporate Social Responsibility ("CSR") Committee, chaired by Mrs. Rajashree Birla. Other Members of the Committee are Ms. Anita Ramachandran, Independent Director, and Mr. K. C. Jhanwar, Managing Director. Dr. (Mrs.) Pragnya Ram, Group Executive President, CSR, Legacy, Documentation and Archives, is a permanent invitee to the Committee. Your Company has in place a CSR Policy, which is available at https://www.ultratechcement. com/content/dam/ultratechcementwebsite/pdf/policies/ CSR-Policy.pdf.

Your Company's CSR vision is "to actively contribute to the social and economic development of the communities in which we operate and beyond, in sync with the UN SDGs, our endeavour is to lift the burden of poverty weighing down the underserved and foster inclusive growth. In doing so, build a better, sustainable way of life for the weaker, marginalised sections of society and enrich lives. Be a force for good."

Your Company's activities are focused on education and capability enhancement, healthcare, sustainable livelihoods, rural infrastructure development and social empowerment.

Various initiatives across these segments have been initiated during the year around its plant locations and adjacent villages.

During the year, your Company spent H 165.16 crores on CSR activities, constituting over 2% of the average net profits of your Company during the last three financial years. A report on CSR activities is provided in Annexure III, which forms part of this Report.

Subsidiaries, Joint Ventures, and Associate Companies

The audited financial statements of your Company's subsidiaries and joint ventures viz. Bhagwati Lime Stone Company Private Limited, Gotan Lime Stone Khanij Udyog Private Limited, Harish Cement Limited, Letein Valley Cement Limited, The India Cements Limited, UltraTech Cement Middle East Investments Limited ("UCMEIL"), UltraTech Cement Lanka (Private) Limited, and their related information are available for inspection on your Company's website.

During the year, UCMEIL acquired 12,50,39,250 equity shares representing 25% of the equity share capital of Ras Al Khaimah Co. for White Cement & Construction Materials P.S.C. ("RAKWCT") under the partial conditional cash offer announced by UCMEIL. Together with the existing shareholding of 29.79% in RAKWCT, UCMEIL's aggregate shareholding in RAKWCT increased to 54.79%. Consequently, RAKWCT became a subsidiary of UCMEIL with effect from 10^th July 2024. UCMEIL further increased its shareholding in RAKWCT with the acquisition of 5,77,74,407 equity shares representing 11.55% of the share capital of RAKWCT. UCMEIL's aggregate shareholding in RAKWCT stands increased to 66.34%.

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries, joint ventures, and associate companies is provided in Annexure IV of this Report.

Particulars of Loan, Guarantee, and Investment

Details of loan, guarantee, and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes forming part of the standalone financial statements.

Energy, Technology, and Foreign Exchange

Information on the conservation of energy, technology absorption, and foreign exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is given in Annexure V of this Report.

Particulars of Employees

Disclosures relating to remuneration and other details as required under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure VI. In accordance with the provisions of the aforementioned section, the names and other particulars of employees drawing remuneration more than the limits set out in the aforesaid rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company, excluding the aforesaid information. Any Member who is interested in obtaining these particulars may write to the Company Secretary.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report Core forms part of this Report. Your Company has obtained reasonable assurance on the BRSR Core reporting.

Contract and Arrangement with Related Parties

Related party transactions entered by your Company during the financial year were completely on an arm's length basis and in the ordinary course of business. There were no material transactions with any related party, as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014

and Regulation 23(4) of the SEBI Listing Regulations. All related party transactions have been approved by the Audit Committee of your Company and reviewed by it on a periodic basis. The policy on Related Party Transactions, as approved by the Audit Committee and the Board, is available at ? https://www.ultratechcement.com/content/ dam/ultratechcementwebsite/pdf/policies/Policy-on- Related-Partv-Transactions-Revised.pdf.

The details of contracts and arrangements with related parties of your Company for the financial year ended 31^st March, 2025 is provided in Note No. 40 to the standalone financial statements of your Company.

Risk Management

The Indian cement industry, a vital contributor to the nation's infrastructure development, operates within a dynamic and evolving landscape. Recognising the critical importance of proactive risk management, your Company is committed to navigating these challenges to achieve sustainable growth. Your Company recognises that effective risk management is essential to avoid, mitigate, transfer, or accept the impacts of various risks.

To oversee risks, your Company has established a dedicated, board-level Risk Management and Sustainability Committee ("RMS Committee"). This Committee performs three key functions:

? Framework Review: regularly reviews your Company's Enterprise Risk Management Framework to ensure it remains current and effective.

? Risk Analysis: conducts analyses of identified risks, considering their potential impact and likelihood.

? Mitigation Strategies: develops appropriate mitigation actions to minimise the impact or likelihood of each risk, considering the business environment, operational controls, and compliance procedures.

The RMS Committee further classifies these risks based on their timeframes:

? Long-term strategic risks: threats to your Company's long-term goals requiring ongoing management.

? Short-to medium-term risks: immediate threats needing focused attention within a specific timeframe.

? Single events: unpredictable but potentially disruptive events requiring contingency plans.

By analysing both the likelihood and potential impact of each risk, the RMS Committee prioritises them and determines the most appropriate risk management strategy for each risk.

While your Company has a risk matrix based on the 'probability of occurrence and impact', the changing economic and geo-political developments necessitated a revisit. Consequently, your Company engaged an external agency to evaluate and update the risk, aimed at identifying principal risks that may impact your Company and develop response plans accordingly.

This process involved discussions with the Managing Director and CXOs; risk survey; pre-workshop preparation with survey respondents; a risk workshop and concluding deliberations with the CXOs to identify risks and mitigation plans.

The following key risks were identified:

The security and availability of key raw materials such as fly ash, slag, gypsum, and low silica bauxite are influenced by several factors. The increased adoption of renewable energy, captive consumption by certain players, and the use of fly ash for road construction are reducing its availability. Additionally, the overexploitation of natural gypsum mines is leading to rapid depletion and price rise, with local community protests around gypsum mining having the potential to halt operations periodically. Limited deposits of low silica bauxite, with a dependency on specific regions, further exacerbate the issue. The unavailability of high-quality raw materials, along with restrictions or duties on imported coal, also contribute to this risk.

? Long-term Tie-ups with Public Sector Units: Outreach to government and public sector to secure long-term tie-ups with state-owned or public sector fly ash sources instead of relying on annual tendering.

? Long-term Contracts: Set targets for long-term contracts on a revolving basis within the targeted zone and convert medium-term contracts to longterm ones where needed.

? Partnerships: Partner with state-owned thermal power plants to set up fly ash collection and rake loading systems, ensuring more than one or two sources for each of the units.

? Alternative Gypsum Sources: Explore flue gas desulphurisation gypsum from power plants, as well as chemical and industrial gypsum.

? Low Silica Bauxite: Participate in and acquire new mine auctions, and work with the government to bring new mining blocks for auction.

Several factors influence the ability to comply with rapidly evolving environmental norms. Increasing pressure from international organisations to adhere to stricter environmental standards, along with more stringent regulatory norms related to SOx,

NOx, shop floor practices, and waste management, poses significant challenges. Integrating new emission control technologies with existing plant infrastructure can be difficult. Additionally, the insufficient availability or high costs of cleaner fuels such as biofuels and waste-derived fuels, which can reduce NOx emissions, complicate compliance. The shortage of qualified personnel to operate and maintain complex emission control technologies further exacerbates the issue. Frequent changes and rapidly evolving environmental regulations, including potential carbon pricing mechanisms like carbon taxes and limitations on carbon in products, add to the complexity.

? Exploring Advanced Technologies: Investigate state-of-the-art technologies for further pollution abatement beyond compliance.

? Automation and Digitalisation: Adopt automation and digitalisation in core processes to control pollution at the source.

? Optimisation: Continuously optimise the raw mix and fuel mix to minimise the pollution load from processes.

? Regulatory Monitoring: Proactively monitor the domestic regulatory landscape, including CCTS and Assurance of BRSR for own operations and value chain, as well as the global regulatory landscape, such as CBAM.

? Selective Non-Catalytic Reduction (SNCR): Explore the use of SNCR in required plants, despite its challenges and risks.

? Bag Houses: Replace Electrostatic Precipitators (ESP) with Bag Houses in plants.

? Partnerships: Partner with companies to build plants for high TSR clean biofuels, including green hydrogen.

Achieving sustainability targets in the cement industry is influenced by several key factors. Clean technologies, such as alternative fuels (biomass, waste-derived fuels), advanced clinker production processes, carbon capture, utilisation, and storage ("CCUS"), are still in the early stages of development or are yet to be fully commercially proven.

Technology vendors have not prioritised research and development efforts for sustainable technology in the cement industry. The increasing demand for green products necessitates changes in raw materials and commodities used, but the availability of required technology is limited. Managing inventory during the transition to new raw materials and commodities also presents challenges.

? Long-term Contracts: Sign long-term contracts for Refuse-Derived Fuel (RDF) and alternative fuels (AF) with suppliers.

? Technology Upgrades: Install and upgrade technologies to increase the Thermal Substitution Rate (TSR) in kilns.

? Carbon Capture Pilots: Pilot the most suitable and economical carbon capturing and utilisation technologies and conduct trials at a commercial scale.

? Engagement with Technology Suppliers: Engage with technology suppliers to find suitable technologies across the plants, considering size, resources, and cost economics.

? Green Product Portfolio: Develop a green product portfolio and manufacture new Supplementary Cementitious Materials (SCMs) such as calcined clay and modified/alternative SCMs.

? Carbon Capture Methods: Implement carbon capturing methods like Carbon Cure and Nature- Based Solutions (NBS) and other measures to decarbonise cement manufacturing.

Risk: Cybersecurity

The rapidly evolving nature of cyber threats, including new techniques such as deepfake hacks and sophisticated phishing attacks, poses significant challenges to cybersecurity and scalable infrastructure.

GenAI has become a key adversary tool in recent years, especially in support of social engineering campaigns and high-tempo IO campaigns. It enables adversaries to create convincing content at scale without precise prompting or model training.

The vulnerability exploitation landscape remains a critical concern. Threat actors are expected to continue aggressively targeting devices at the network periphery, end-of-life ("EOL") products, and unsecured endpoints. Cloud-based SaaS applications are also an area of concern. Adversaries leverage weak security configurations to obtain data for lateral movement and extortion.

Often, there is an inadequate understanding of sensitive data classification and the potential consequences of cyber-attacks. Limited awareness of common attack vectors, such as phishing emails, social engineering tactics, and malware threats, further exacerbates the issue.

Additionally, inadequate monitoring and control mechanisms for data leakage, and complex IT environments present challenges in integrating new technologies with existing systems. The understanding of new, evolving technologies and associated capabilities or skills, along with market dynamics, limits the speed of execution. Inflexible IT platforms or legacy systems lack the agility required to scale rapidly in response to changing business needs. Optimal utilisation of available financial resources, while balancing ROI poses commercial considerations.

? Understanding New Attack Techniques: Develop a better understanding of new attack techniques and appropriate defence mechanisms.

? Phishing Simulations: Conduct phishing simulations to sensitise users to actual attacks.

? Vulnerability Management: Continuously scan for exploitable vulnerabilities in IT & Plant OT systems and get those remediated.

? Incident Management: Implement faster detection and automated response to security threats to minimise potential damage.

? Comprehensive Data Security Plan: Implement a comprehensive data security plan for data present in end-user PCs and databases. It should discover sensitive data, auto-classify based on sensitivity, and control transmission over all possible channels.

? Securing Use of SaaS Services: Conduct due diligence while onboarding any SaaS service and perform third-party risk assessments.

? IT Infrastructure Assessment: Conduct a comprehensive assessment of the current IT infrastructure to identify and address challenges to meet future growth plans.

? Cloud-First Approach: Adopt a cloud-first approach based on feasibility.

? Enhancing IT Skills: Enhance IT skills and capabilities to seamlessly evaluate, deploy, and integrate new technologies.

? Prioritising Infrastructure Investments: Prioritise infrastructure investments based on business impact and benefits against the available budget.

The agility to adapt and respond to disruptions in logistics is influenced by several key factors. Overreliance on road transportation for cement delivery exposes the supply chain to vulnerabilities caused by road closures, accidents, and weather events. The inadequacy of infrastructure for the adoption of Electric Vehicles (EVs) for logistics further complicates the situation. Growing traffic congestion and the unavailability of multimodal infrastructure in certain regions impact efficiency and on-time deliveries. Additionally, natural disasters such as cyclones can disrupt all operations and transportation.

To address these challenges, our existing plans for outbound logistics include a multi-modal logistics approach for cement, comprising road (72%), rail (26%), and coastal/sea (2%). We are maximising the rail coefficient and coastal movement based on economic feasibility, loading infrastructure at plants, and market demand. For relatively shorter lead distances, road movement enables us to stay agile and quickly respond to customer orders with over 90% on-time in full ("OTIF") delivery across trade and institutional segments. We have inducted over 600 CNG, LNG, and electric vehicles into our fleet and will continue to scale up EVs with improved charging infrastructure and cost economics for transporters. Our state-of-the-art Logistics Control Tower is a real-time dashboard with an Al-enabled chatbot bringing Root Cause Analysis ("RCA") to fingertips, enabling proactive decision-making favourably impacting KPIs across Cost, Customer Service and Logistics Efficiencies. The Eye-To-Track App assists drivers at every step of delivery including recommending the optimal route in view of traffic congestion.

Talent retention and Succession Planning are critical in the face of high-volume, high-paced growth that is outpacing the available pool of talent needed to manage future growth needs. There is a scarcity of general management talent for mission-critical leadership roles, and the leadership pipeline for key senior cohorts is stretched with limited succession options.

? Intensified leadership hiring with focus on General Management talent skills from diverse industries for Critical Roles such as heads of operations, technical, marketing, sales, logistics etc.

? Implanting external talent at mid-management levels for niche skills and training them for 6 months before deploying them for suitable roles.

? Mapping and meeting talent across various industries and keeping a live external talent pipeline ready to hire for mission critical roles.

? Developing internal leaders through fungible careers across functions and verticals and enabling development through line-led domain academies (Technical Services, Logistics, Manufacturing Excellence, Sales) and Career Acceleration programmes.

? Hiring and nurturing Young Talent for junior and mid-management roles in Sales, Manufacturing and Finance.

? Sharpening performance edge for senior and mid-management cohorts through stronger differentiation

? Focusing on the Employee Value Proposition for diversity and specialist talent cohorts.

Maintaining leadership in the cement industry involves addressing several key factors. Competition is intensifying with the development of substitutes for cement and clinker, such as prefabricated steel structures, prefab panels, AAC blocks, fly ash bricks, adhesives, and polymers, which challenge the dominance of grey cement. There are also complexities around becoming an integrated vertical player. Additionally, new players are emerging with different distribution strategies and models, including a shift towards B2B platforms and e-commerce aligned with customer preferences.

? Vertical Integration: Move towards vertical integration. In the RMC segment, aim to increase presence in the fast-growing organised RMC sector. With 395 plants currently, plan to expand the business, growing ahead of the industry.

? New Product Pipeline ("NPD"): Focus on augmenting the portfolio of application-based RMC and building products. Collaborate with partners across government and private sectors to mainstream future-ready technologies such as prefab structures and white-topping.

? Building Products: We are meticulously curating and expanding our portfolio of Building Products across Waterproofing and Dry Mix. This is enabling us to ensure engagement across multiple stages of Home Building and Project Construction journey.

? Utec Phygital Ecosystem: Develop the Utec Phygital Ecosystem, integrating extensive physical touchpoints across the homebuilding ecosystem through a full-stack digital platform. This ecosystem, based on a robust two-way data lake, ensures a connected experience for individual home builders ("IHBs"), influencers, channel partners, technical services, and field teams. By amplifying reach and engagement with IHBs and influencers, Utec offers them with 'Solutions' through easy access to curated materials, services, and content, at scale.

Internal Control Systems and their Adequacy

Your Company has put in place adequate internal control systems that are commensurate with the size of its operations. Policies and procedures related to internal control systems are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information, and compliance. Clearly defined roles and responsibilities have been institutionalised, and systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations.

Directors

In accordance with the provisions of the Act and Articles of Association of your Company, Mr. Krishna Kishore Maheshwari (DIN: 00017572) retires by rotation, and being eligible, offers himself for re-appointment.

Your Company's Board of Directors met eleven times during the year to deliberate on various matters. The meetings were held on 9^th April, 2024; 20^th April, 2024; 29^th April,

2024; 27^th June, 2024 (two meetings); 19^th July, 2024;

28^th July, 2024; 21^st October, 2024; 27^th December, 2024;

23^rd January, 2025 and 25^th February, 2025 . Additional details relating to the meetings of the Board of Directors are provided in the Report on Corporate Governance, which forms part of this Report.

Your Company has the following Board-level Committees, constituted in compliance with the requirements of business and relevant provisions of applicable laws and statutes, viz. Audit Committee; Nomination, Remuneration and Compensation Committee ("NRC Committee"); Stakeholders Relationship Committee; Corporate Social Responsibility Committee; Risk Management and Sustainability Committee; and Finance Committee.

Details relating to the composition, terms of reference, number of meetings held, etc. of the above Committees are included in the Report on Corporate Governance, which forms part of this Report.

Mrs. Sukanya Kripalu completed her term as independent director on 10^th October, 2024. The Board of Directors extend their sincere appreciation and gratitude to Mrs. Kripalu for her long association and invaluable contributions during her tenure on the Board of your Company.

The NRC Committee considered the appointment of Dr. Vikas Balia (DIN:00424524) as Independent Director and recommended his appointment to the Board with effect from 10^th October, 2024. The Board, based on the recommendation of the NRC Committee considered and approved the appointment of Dr. Balia as Independent Director, which was subsequently approved by the members of your Company by way of a postal ballot dated 26^th October, 2024, the results of which were announced on 28^th October, 2024.

Mr. Sunil Duggat's first term as Independent Director is up to 13^th August, 2025. Mr. Duggat does not seek re-appointment for a second term on account of his current engagements and personal commitments. The Board took note of the same and placed on record their sincere appreciation and gratitude to Mr. Duggat for his association and invaluable contributions as an Independent Director on the Board of your Company.

The NRC Committee considered the appointment of Mr. V. Chandrasekaran (DIN: 03126243) as Independent Director and recommended his appointment to the Board with effect from 13^th August, 2025. The Board, based on the recommendation of the NRC Committee considered and approved the appointment of Mr. V. Chandrasekaran as Independent Director, subject to the approval by the members of your Company. A resolution relating to the same forms part of the Notice convening the AGM.

Att Independent Directors have submitted requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The independent directors have also confirmed that they have complied with the provisions of Schedule IV of the Act and your Company's Code of Conduct.

Your Company's Board is of the opinion that the independent directors possess requisite quatifications, experience, and expertise in industry knowledge; innovation; financial expertise; information technology; corporate governance; strategic expertise; marketing; tegat and compliance; sustainability; risk management; human resource devetopment; generat management inctuding proficiency in terms of Section 150(1) of the Act and appticabte rutes thereunder, and they hotd the highest standards of integrity. Att Independent Directors of your Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar, in terms of the provisions of the Companies (Appointment and Quatification of Directors) Rutes, 2014.

The Board carries out annuat performance evatuation of its own performance, the Directors individuatty, as wett as the evatuation of the working of its committees as mandated under the Act, the Listing Regutations and the Nomination Poticy of your Company, as amended from time to time. The performance evatuation of Non-Independent Directors and the Board is carried out by the Independent Directors. The performance of the Chairman of the Board is atso reviewed, considering the views of the Executive, Non-Executive and Independent Directors.

The process broadty comprised of:

Evatuation of the Board as a whote and the Committees are done by individuat Directors. These are cottated for submission to the NRC Committee and feedback to the Board.

Evatuation done by Board members, exctuding the Director who is being evatuated, is submitted to the Chairman of your Company, and individuat feedback is provided to each Director. The evatuation of the Chairman/Executive Directors, as done by the individuat Directors, is submitted to the Chairman of the NRC Committee and subsequentty to the Board. The evatuation framework focuses on various aspects of the Board and Committees such as review, timety information from management, and others. Performance of individuat Directors are categorised into Executive, Non-Executive, and Independent Directors and is based on parameters such as contribution, attendance, decision making, action-orientation, externat knowtedge, etc.

? The Board expressed satisfaction on its functioning and that of its committees. The Board continued its focus on business strategy, market trends, sustainabitity considerations, digitat transformation, and succession ptanning.

? Independent directors scored wett on expressing their views in understanding the Company and its requirements. They kept themsetves updated on current issues and topics that were tikety to be discussed at the Board meetings. They shared their externat knowtedge and perspective during the detiberations at the

Board meetings.

? Non-Executive directors scored wett in understanding your Company, focused on business matters and other requirements. They shared their externat knowtedge and perspective during the detiberations at the Board meetings.

? Executive Directors are action oriented and ensure timety imptementation of board decisions. They effectivety tead discussions on business issues.

? The Chairman teads the Board effectivety, provides ctear strategic guidance, encourages discussion, and tistens to diverse viewpoints.

Detaits of the famitiarisation programme for Independent Directors are avaitabte at https://www.uttratechcement. com/about-us/board-of-directors.

Your Company's Directors are appointed / re-appointed by the Board on the recommendations of the NRC Committee and approvat of the sharehotders.

In accordance with the Artictes of Association of your Company, provisions of the Act, and the Listing Regutations, att Directors, except the Executive Directors and Independent Directors, are tiabte to retire by rotation and, if etigibte, offer themsetves for re-appointment. The Executive Directors are appointed for a fixed tenure and are not tiabte to retire by rotation. The Independent Directors can serve a maximum of two terms of five years each, and their appointment and tenure are governed by provisions of the Act and the Listing Regutations.

The NRC Committee has formutated the remuneration poticy of your Company, which is provided in Annexure VII of this Report.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Act,

Mr. K. C. Jhanwar, Managing Director; Mr. Vivek Agrawat, Whote-time Director and Chief Marketing Officer; Mr. Atut Daga, Chief Financiat Officer; and Mr. Sanjeeb Kumar Chatterjee, Company Secretary, are the Key Manageriat Personnet ("KMP") of your Company.

Audit Committee

Att members of the Audit Committee viz. Mr. Anjani Agrawat, Mrs. Atka Bharucha and Ms. Anita Ramachandran are Independent Directors, with Mr. Anjani Agrawat being the

Chairman. Mr. K. K. Maheshwari, Vice Chairman and Nonexecutive Director; Mr. K. C. Jhanwar, Managing Director; and Mr. Atut Daga, Chief Financiat Officer, are permanent invitees. Further detaits retating to the Audit Committee are provided in the Report on Corporate Governance, which forms part of this Report. During the year under review, att recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism/Whistleblower Policy

Your Company has in ptace a vigit mechanism for Directors and emptoyees to report instances and concerns about unethicat behaviour, actuat or suspected fraud, or viotation of your Company's Code of Conduct. Adequate safeguards are provided against victimisation of those who avait of the mechanism, and direct access to the Chairman of the Audit Committee, in exceptionat cases, is provided to them.

The vigit mechanism/whisttebtower poticy is avaitabte at https://www.uttratechcement.com/content/dam/ uttratechcementwebsite/pdf/Whistte btower Poticy.pdf

Significant and Material Orders Passed by the Regulators

Your Company had filed appeats against the orders of the Competition Commission of India ("CCI") dated 31^st August, 2016 (Penatty of H 1,616.83 crores) and 19^th January, 2017 (Penatty of H 68.30 crores). Upon the Nationat Company Law Appettate Tribunat ("NCLAT") disattowing its appeat against the CCI order dated 31^st August, 2016 your Company fited an appeat before the Hon'bte Supreme Court, which has, by its order dated 5^th October, 2018 granted a stay against the NCLAT order. Consequentty, your Company has deposited an amount of H 161.68 crores, equivatent to 10% of the penatty of H 1,616.83 crores. Your Company, backed by tegat opinions, betieves that it has a good case in both the matters, and accordingty, no provision has been made in the accounts.

Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rutes, 2014, M/s. BSR & Co. LLP, Chartered Accountants, Mumbai (Registration No: 101248W/W-100022) ("BSR") and M/s. KKC & Associates LLP, Chartered Accountants (formerty Khimji Kunverji & Co.), Mumbai (Registration No: 105146W/W100621) ("KKC") were appointed as Joint Statutory Auditors of your Company for a second term of five years untit the conctusion of the

25^th and 26^th Annual General Meetings ("AGMs"), respectively. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The second term of BSR is up to the conclusion of the ensuing 25^th AGM of the Company. The Board of Directors has at its meeting held on 21^st July, 2025, based on the recommendation of the Audit Committee, recommended the appointment of Deloitte Haskins and Sells LLP,

Chartered Accountants, Mumbai ("Deloitte") as one of the Joint Statutory Auditor of the Company in place of BSR, to hold office from the conclusion of the ensuing AGM until the conclusion of the 30^th AGM, subject to approval of the Members. Resolution seeking your approval on this item is included in the Notice convening the AGM.

Both, Deloitte and KKC have confirmed that they are not disqualified to act/continue as Auditors and are eligible to hold office as Statutory Auditors of your Company.

During the year, there were no instances of fraud reported by the auditors to the Audit Committee or the Board.

The observations made in the Auditor's Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by your Company.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of your Company have, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, to conduct the Cost Audit of your Company for the financial year ending 31^st March, 2026, at a remuneration as mentioned in the Notice convening the AGM.

As required under the Act, the remuneration payable to the Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution relating to the same forms part of the Notice convening the AGM.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed

M/s. Makarand M Joshi & Co. LLP, Company Secretaries, ("MMJC") as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2024 . The report of the Secretarial Auditor is provided in Annexure VIII.

In accordance with the provisions of the Listing Regulations, effective from 1^st April, 2025, the Board of Directors of every listed company and its material unlisted domestic subsidiary(ies) are required to recommend to the Members the appointment of a Secretarial Auditor, who shall be a peer reviewed Company Secretary, to undertake secretarial audit of the Company.

The appointment terms are as follows:

? Individual Secretarial Auditor: Appointed for a maximum of one term of five consecutive years.

? Secretarial Audit Firm: Appointed for a maximum of two consecutive terms of five years each.

These appointments are subject to the approval of shareholders at an AGM.

The Board of Directors of your Company have considered the appointment of MMJC, the existing Secretarial Auditors for conducting secretarial audit of your Company for a term of five consecutive years, commencing from 1^st April, 2025 and recommend the same for your approval. MMJC have confirmed that they are not disqualified to continue as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company. The Board of Directors accordingly recommend the appointment for your approval.

MMJC is a leading firm of practicing Company Secretaries with over 25 years of experience in delivering comprehensive professional services across Corporate Laws, Securities and Exchange Board of India Regulations and FEMA Regulations. Their expertise includes conducting Secretarial Audits, Due Diligence Audits, Compliance Audits etc.

A resolution relating to the same forms part of the Notice convening the AGM.

Your Company has complied with all applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively, issued by the Institute of Company Secretaries of India.

Annual Return

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available at Q https://www.ultratechcement.com/investors/ financials.

Other Disclosures

? No material changes and commitments affected the financial position of your Company between the end of the financial year and the date of this Report.

? Your Company has not issued any shares with differential voting rights.

? There was no revision in the financial statements.

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

? Your Company has not issued any sweat equity shares.

? There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.

? There was no instance of one-time settlement with any Bank or Financial Institution.

? Your Company has a Maternity Support Programme which is in compliance with the provisions of the Maternity Benefit Act, 1961.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act)

Your Company has adopted a zero-tolerance approach for sexual harassment in the workplace and has formulated a policy on the prevention, prohibition, and redressal of sexual harassment in the workplace in line with the provisions of the POSH Act and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment in the workplace. Your Company has complied with provisions relating to the constitution of the Internal Committee under the POSH Act. During the year under review, your Company received six complaints of sexual

harassment, of which four complaints have been resolved. Investigations have been completed in the remaining two complaints, which were pending for more than ninety days, and the report is under finalisation.

Cautionary Statement

Statements in the Directors' Report and the Management Discussion and Analysis describing your Company's objectives, projections, estimates, expectations, or predictions may be 'forward-looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company's operations include global and Indian demand-supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in your Company's principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business, geopolitical tensions, risks related to an economic downturn or recession in India, and other factors such as litigation and labour negotiations. Your Company is not obliged to publicly amend, modify, or revise any forward-looking statements based on any subsequent development, information, or events, or otherwise.

Acknowledgement

The Board of Directors of your Company express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, and central and state governments for their support, and look forward to their continued assistance in the future. Your Company thanks its employees for their contribution to your Company's performance and applauds them for their superior levels of competence, dedication, and commitment to your Company.

For and on behalf of the Board

Kumar Mangalam Birla

Chairman (DIN: 00012813)

Mumbai,

21^st July, 2025