Directors Report of Orient Cement Ltd.

Mar 31, 2025

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

Summary of Financial Performance

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

Particulars	FY 2024-25	FY 2023-24
Revenue from operations	2708.83	3,185.09
Earnings before interest, depreciation, amortisation and taxation	321.19	464.75
Less: Interest / finance costs	22.69	34.15
Profit before depreciation and taxation	298.50	430.59
Less: Depreciation and amortisation expenses	153.01	149.16
Profit before taxation	145.49	281.43
Less: Taxes	54.24	106.58
Net profit	91.25	174.85
Transferred from Employee Stock Options Outstanding	-	7.01
Profit brought forward from last year	1,010.79	865.40
Profit available for appropriations	1,102.03	1,047.26
Appropriations
Other comprehensive income	(1.23)	(0.63)
Dividend on equity shares	30.73	35.85
Balance carried to balance sheet	1070.07	1,010.79
EPS (K)	4.45	8.53

Business and Financial Performance

For the year ending March 31, 2025, the Company reported
total income of I 2,728.70 crore, compared to I 3,200.61
crore in the previous year. The net profit for the year stood at
I 91.25 crore, as against I 174.85 crore in the previous year.

Throughout the fiscal year 2024-25, the cement demand
in the markets served by the Company, particularly in
the retail segment, was subdued, resulting in a year-on-
year degrowth of 12% in total sales volume. This demand
contraction was primarily attributed to the slowdown in
commercial activities during the General and Maharashtra
assembly elections, compounded by extreme weather
conditions, including excessive heat and rainfall, and
a liquidity crunch in our core markets. Consequently,
prices were adversely impacted and in some of our core
markets were at a decadal low. However, marginal relief
was observed in input costs, driven by lower energy prices,
particularly for petcoke.

Despite these challenges, the Company remained steadfast
in its efforts to mitigate the negative impact and delivered
a resilient performance, achieving a revenue of I 2708.83
crore and a Profit Before Tax (PBT) of I 145.49 crore.

Company''s continuous commitment to operational
excellence, energy and resource efficiency, social
responsibility, and environmental consciousness played
a pivotal role in navigating through the challenges.
The adoption of green, clean, and sustainable materials
and processes remained central to our operations.

In line with these objectives, the Company has taken
significant strides in enhancing its capability to utilise
alternative fuels, such as agro, industrial, and municipal
waste. By carefully selecting and leveraging these
alternatives, the Company has expanded its fuel and
raw material basket, ensuring we remain one of the
industry leaders in substituting thermal energy with
alternative fuels at a lower cost. Additionally, the use

of alternative fuels was extended to our captive power
plants, resulting in a substantial reduction in conventional
thermal energy usage.

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

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

Amid the challenging market conditions, the Company
undertook several initiatives to mitigate the impact of
low demand and pricing pressures. Most important of the
strategies was to keep pushing our premiumisation drive,
which has brought our realisation per ton of cement to
amongst the highest for grey cement. Other initiatives
included enhancing operational efficiency, rigorous cost
management, and continuous innovation. The increased use
of alternative fuels and raw materials (AFR), the adoption
of renewable power, and operational improvements all
played a role in partially offsetting the challenges posed
by reduced demand and pricing pressures. Lower demand
from trade segment which predominantly uses blended
cement is leading to higher ratio of Ordinary Portland
Cement (OPC) which has impacted the production costs
and the capacity of the company. Notably, our cement
plant at Chittapur operated at full capacity during the year,
achieving maximum licenced capacity production.

The Company''s strategy of focusing on premium product
and best in class quality of our products has shown good
results. The proportion of premium products sold in the
trade segment has improved further and now exceeds 25%,
and 11% of total sales. Our flagship super-premium brands,
including ''Birla.A1 StrongCrete,'' ''Birla.A1 OrientGreen,'' and
''Birla.A1 Dolphin'' (a water-repellent cement), continue to
lead the market.

Key Business and Financial Highlights:

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

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

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

¦ Overall capacity utilisation stood at 64%.

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

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

Dividend

Your directors are pleased to recommend a final dividend
amounting to I 0.5/- (50%) per equity share of face value
of Re.1/- each for the financial year ended March 31, 2025,
as against an interim and final dividend of I 0.75/- (75%)
and I 1.50/- (150%), respectively, per equity share totalling
I 2.25/- (225%) paid in the immediately preceding year.
The payment of the final dividend for the financial year
2024-25 is subject to the approval of shareholders at
the forthcoming Annual General Meeting ("AGM") of the
Company and shall be subject to deduction of tax at source.

Your Company has been consistently declaring dividends
since its inception. Pursuant to Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended (the ''SEBI Listing Regulations''), the Board has
adopted a Dividend Distribution policy which is available on
the website of the Company and can be accessed through
the web link: https://www.orientcement.com/wp-content/
uploads/2025/06/Dividend-distribution-Policv.pdf

Transfer to General Reserve

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

Board of Directors, its Committees and
Meetings Thereof

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

the Stakeholders'' Relationship Committee and the Risk
Management Committee.

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

During the financial year ended March 31, 2025, the Board
of Directors met 5 times, viz., on May 1, 2024, August 5,

2024, November 8, 2024, January 24, 2025 and March 30,

2025. The intervening gap between the meetings was
within the period prescribed under the Companies Act,
2013 ("the Act”) and SEBI Listing Regulations.

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

Directors and Key Managerial Personnel
Change in Directors

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

In terms of Rule 8(5) (iiia) of the Companies (Accounts)
Rules, 2014, in the opinion of the Board, the appointment
of Mr. Kartick Maheshwari, as an Independent Director
during the financial year was made after due veracity of
his integrity, expertise, experience and proficiency.

Based on the recommendation of the NRC Committee, the
Board of Directors in their meeting held on March 30, 2025,
approved the re-appointment of Mr. Desh Deepak Khetrapal
(DIN: 02362633) as the Managing Director of the Company
w.e.f. April 1, 2025 for a period of one month subject to
approval of shareholders. Mr. Khetrapal continues to be
the Chief Executive Officer of the Company. The resolution
seeking approval of shareholders for re-appointment
of Mr. Khetrapal for one-month w.e.f. April 1, 2025 and

payment of remuneration for the said tenure has been
recommended by the Board to be approved by shareholders.

During the year under review, following Directors
have completed their second and final term as an
Independent Director:

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

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

The Board of Directors and the Management of the
Company express deep appreciation and gratitude to above
Directors for their extensive contribution and stewardship.

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

Key Managerial Personnel (KMP)

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

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

Share Purchase Agreement

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

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

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

Declaration by Independent Directors

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

Performance Evaluation

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

Pursuant to the provisions of the Act, SEBI Listing
Regulations, Nomination and Remuneration Policy and
Guidance Note on Board Evaluation issued by SEBI, the
Board has carried out an annual evaluation of its own
performance; its Committee(s) and of each director.

The performance evaluation was conducted using individual
questionnaires, covering various aspects, including,
inter-alia, the structure of the Board, participation and
contribution at the meetings of the Board, receipt of regular
inputs and information and the skill set, knowledge and
expertise of the directors. The committees of the Board

were assessed on, inter-alia, the degree of fulfilment of key
responsibilities, the adequacy of committee composition
and the efficacy of meetings.

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

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

Familiarisation Programme for Independent
Directors

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

Policy on Directors* Appointment and
Remuneration

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

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

Vigil Mechanism / Whistle Blower Policy

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

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

Audit Committee

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

Awards and Recognitions

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

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

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

Devapur Plant:

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

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

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

¦ 1^st prize in Drilling and Blasting

¦ 1^st prize in Safety Management System

¦ 2^nd prize in Safe Mine Working

¦ 2^nd prize in Loading Transportation

¦ 2^nd prize in Electrical Installation

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

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

¦ 1^st Prize - Waste Dump Management

¦ 2^nd Prize - Afforestation

¦ 3^rd Prize - Reclamation & Rehabilitation

¦ 3^rd Prize - Overall Performance

Chittapur Plant:

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

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

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

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

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

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

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

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

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

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

Jalgaon Plant:

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

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

Statutory Auditors

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

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

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

Cost Auditors

In accordance with Section 148 of the Act, read with
the Companies (Cost Records and Audit) Rules, 2014,

the Company has maintained cost accounting records.
Mr. Somnath Mukherjee, Cost Accountant in practice
(M. No. F5343) has carried out the cost audit for the
financial year 2024-25.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey
and Associates, Company Secretaries (Registration No.
FCS-5922/CP No. 6087), were appointed to conduct the
Secretarial Audit of the Company for the financial year
2024-25 and have, accordingly, carried out an audit of the
secretarial records of the Company for the financial year.

The Secretarial Audit Report, annexed to this report
as Annexure ''1'', does not contain any reservation,
qualification or adverse remark or disclaimer and is
self-explanatory. Therefore, it does not require further
comments or explanation.

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

Particulars of Loans, Guarantees and
Investments

The Company has not given any loan or guarantee and/or
provided security that are covered under the provisions of
Section 186 of the Act.

Please refer to note no. 11 of the notes to the financial
statements of the Company for the financial year 2024-25
for details regarding inter-corporate investments of the
Company as of March 31, 2025.

Related Party Transactions

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

During the year, there were no materially significant
related party transactions made by the Company with

promoters, directors, key managerial personnel or other
designated persons that may have a potential conflict with
the interests of the Company at large. Accordingly, the
disclosure of related party transactions under Section 188
(1) of the Act in Form AOC-2 is not applicable.

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

Change in the Nature of Business

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

Risk Management

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

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

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

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

Internal Financial Controls and its Adequacy

As per the provisions of Section 134(5)(e) of the Act,
the directors have an overall responsibility for ensuring

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

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

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

Corporate Social Responsibility

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

com/wp-content/uploads/2025/06/Corporate-Social-

Responsibility-Policy.pdf

The details about the CSR Committee of Board of Directors
are provided in the Corporate Governance Report, which
forms part of this Report.

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

Particulars of Employees, Directors and Key
Managerial Personnel

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

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

Share Capital

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

Annual Return

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

Employees Stock Option Scheme

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

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

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

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

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

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

Management Discussion and Analysis Report

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

Compliance with Secretarial Standards

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

Other Statutory Disclosures

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

(i) Details relating to deposits covered under Chapter V
of the Act. The Company had no outstanding, unpaid
or unclaimed public deposits during the FY 2025;

(ii) I ssue of equity shares with differential voting rights
as to Dividend, voting or otherwise or sweat equity;

(iii) No significant and material orders passed by the
Regulators/Courts/Tribunals which impact the going
concern status and Company''s operations in future;

(iv) No applications made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016;

(v) No instance of any one-time settlement with any
Banks or Financial Institutions.

Corporate Governance

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

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

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

Listing with Stock Exchanges

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

Directors* Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, the Board of
Directors hereby states that:

(i) I n the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along
with a proper explanation relating to material
departures, if any;

(ii) They have selected such accounting policies, applied
them consistently and made informed judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as of March 31, 2025, and of the profit
of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual financial statements
on a going concern basis;

(v) They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

(vi) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Conservation of Energy and Technology
Absorption

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

Foreign Exchange Earnings and Outgo

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

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

Subsidiaries, Associates and Joint Venture
Companies

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

Business Responsibility and Sustainability
Report

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

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

Acknowledgement

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

By order of the Board of Directors
For Orient Cement Limited

CK Birla

Place: New Delhi Chairman

Date: April 13, 2025 (DIN 00118473)

---

Mar 31, 2024

The Directors are pleased to present the 13^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31,2024.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31,2024, is summarised below:

(Rs. in Crore)
Particulars	FY 2023-24	FY 2022-23
Revenue from operations	3,185.09	2,937.55
Earnings before interest, depreciation, amortisation and taxation	464.75	376.56
Less: Interest / finance costs	34.15	37.78
Profit before depreciation and taxation	430.59	338.78
Less: Depreciation and amortisation expenses	149.16	146.82
Profit before taxation	281.43	191.96
Less: Taxes	106.58	69.14
Net profit	174.85	122.82
Transferred from Employee Stock Options Outstanding	7.01	4.67
Profit brought forward from last year	865.40	782.69
Profit available for appropriations	1,047.26	910.18
Appropriations
Other comprehensive income	(0.63)	1.32
Dividend on equity shares	35.85	46.10
Balance carried to balance sheet	1,010.79	865.40
EPS (?)	8.53	5.99

BUSINESS AND FINANCIAL PERFORMANCE

Throughout the fiscal year 2023-24, the consumer demand remained muted in the markets served by your Company and the growth in sales of ~6% has been supported by increased share in the strong infrastructure segment. The pressures of cost inflation, particularly in energy and mineral resources, persisted, with some relief in the later part of the year. Disruptions in the global supply chain and the ongoing geopolitical conflicts in Europe and the Red Sea regions contributed to the challenges of availability and inflation. The Central Banks of various economies, including that of India, continued to hold on to the tight monetary policies

to curb inflation. The policies adversely impacted consumer sentiment and demand.

Cement demand and price movements were volatile during FY24. Overall demand during the year has been below expectations and further accentuated towards the last few months of the year. The buoyancy in demand from the infrastructure sector was the key contributor to your Company''s growth.

The soft demand situation kept the cement price realisations under pressure. Even in Q4, when usually there is a high-demand, high-price scenario, during Q4 FY24, this phenomenon was missing.

Despite all the challenges, your company has delivered a resilient performance with revenue growth of 9% with PBT higher by 47% over the preceding year.

Your Company is committed to energy and resource efficiency, social responsibility and environmental consciousness, progressively adopting green, clean and sustainable materials and processes. As part of its commitment to sustainability and circularity, the Company has further intensified its efforts and enhanced its capabilities to utilise agro, industrial and municipal waste products, with the necessary care and precautions.

During the year, the Company commissioned the first phase of the Waste Heat Recovery System (WHRS) at its Chittapur plant, thus reducing your Company''s reliance on coal-based power. Further, during the year, fly-ash rake handling system, along with the Company''s own leased fly-ash rake, became operational. This enhanced flexibility for fly-ash procurement, especially from distant sources, resulting in cost savings and contributing to a cleaner environment.

On the cost front, the Company remains one of the best in the industry, with its quest for efficiency, cost management, and innovation intensifying further during FY24. Increased use of alternative fuels and raw materials (AFR), renewable power, along with improvements in various operating parameters have helped your Company partially mitigate the impact of inflation in energy costs and promote green, clean and sustainable operations. There has been a noticeable uptick in demand from the infrastructure sector due to a capex push from the Central Government. This increased demand in the infrastructure sector usually requires Ordinary Portland Cement (OPC), which impacts the manufacturing costs and capacity of the Company.

As part of the Company''s strategy to enhance its premium brand portfolio and product mix, following the success of its

super-premium brands, ‘Birla.AI StrongCrete'' and ‘Birla.A1 OrientGreen,'' the Company has introduced a new super premium brand, ‘Birla.A1 Dolphin,'' a water-repellent cement.

The launch of this cement has helped the Company in creating a new and distinctive brand portfolio within the industry.

During the year, the performance of the Company improved significantly from the previous years. The key business and financial highlights of the Company are as follows:

• Total sales volume for the year stood at 61.3 lakh tonnes against 57.6 lakh tonnes in FY23, reflecting a growth of ~6%.

• While trade (B2C) sales had a de-growth of 6% during the year, non-trade (B2B) volumes registered a growth of 19%.

• As a result of the shift in the market mix, the blended cement sale was 55% for the year vs. 57% in FY23.

• Despite the muted overall B2C demand, the premium brand of the Company grew by 31% in FY24 vs. last year.

• The overall capacity utilisation stood at 72%.

• EBITDA for the year was H 464.75 crore, representing a 23% improvement over H 376.56 crore for last year.

• Net profit for the year has increased by 42% vs. last year; it was H 174.85 crore as compared to H 122.82 crore in FY23.

Throughout FY24, the safety and well-being of its employees, the communities where it operates, and its channel partners remained the foremost priority for the Company. The Company also aided the surrounding communities to alleviate any hardships they faced, in close consultation and collaboration with local authorities.

DIVIDEND

During the financial year, your Company has paid an interim dividend of H 0.75/- (75%) per equity share of face value of H 1/-each on the paid-up equity share capital of the Company to each shareholder whose name appeared on the register of members as on the record date fixed for the purpose.

Further, your directors are pleased to recommend a final dividend amounting to H 1.50/- (150%) per equity share of face value of H 1/- each for the financial year ended March 31,2024, as against an interim and final dividend of H 0.50/- (50%) and H 1.00/-(100%), respectively, per equity share totalling H 1.50/- (150%) paid in the immediately preceding year. The payment of the final dividend for the financial year 2023-24 is subject to the approval of shareholders at the forthcoming Annual General Meeting (“AGM”) of the Company and shall be subject to deduction of tax at source.

The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, July 30, 2024, to Monday, August 5, 2024, both days inclusive, for determining the entitlement of the shareholders to the final dividend for financial year 2023-24.

Your Company has been consistently declaring dividends since its inception. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”), the Board has adopted a Dividend Distribution policy. Dividends declared or recommended by the Company are in accordance with the Company’s Dividend Distribution policy.

The Dividend Distribution policy is available on the website of the Company and can be accessed through the web link: https:// www.orientcement.com/wp-content/uploads/2017/02/Dividend-distribution-Policv.pdf .

TRANSFER TO GENERAL RESERVE

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

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

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

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

During the financial year ended March 31, 2024, the Board of Directors met 7 times, viz., on April 28, 2023, July 14, 2023, August 1, 2023, September 1, 2023, November 9, 2023, February 5, 2024, and March 19, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 (“the Act”) and SEBI Listing Regulations.

During the year, recommendations of all Committees were accepted by the Board. A detailed update on the Board and its Committees'' composition, the number of meetings held during the financial year 2023-24 and the attendance of the directors at these meetings is provided in the Report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directors

In accordance with Section 152 of the Act and in terms of the Articles of Association of the Company, Mrs. Amita Birla (DIN:00837718), a Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, offers herself for re-appointment. The Board recommends the resolution for her re-appointment for the approval of the members of the Company at the ensuing AGM. A brief profile and other details relating to Mrs. Birla is provided in the Notice of ensuing AGM.

The members of the Company in the AGM held on August 1,2019, approved the appointment of Mrs. Varsha Vasant Purandare (DIN:05288076) as an Independent Director of the Company for a period of five years upto February 7, 2024. In terms of the provisions of Section 149(10) of the Act, she was eligible for re-appointment as an Independent Director for another term of five years by passing special resolution in this regard. Based on the recommendation of the Nomination & Remuneration cum Compensation Committee (“NRC Committee”) and the Board of Directors in their respective meetings held on February 5, 2024, the members approved the re-appointment of Mrs. Purandare as an Independent Director of the Company for the second term of 5 (five) consecutive years w.e.f. February 8, 2024, till February 7, 2029, not liable to retire by rotation. The approval of members was accorded by way of Special Resolution passed by way of Postal Ballot on March 14, 2024.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, the re-appointment of Mrs. Purandare, as an Independent Director during the financial year was made after due veracity of her integrity, expertise, experience and proficiency.

Based on the recommendation of the NRC Committee, the Board of Directors in their meeting held on February 5, 2024, approved the re-appointment of Mr. Desh Deepak Khetrapal (DIN: 02362633) as the Managing Director of the Company w.e.f. April 1, 2024 for a period of 1 (one) year subject to approval of shareholders. Mr. Khetrapal continues to be the Chief Executive Officer of the Company. The resolution seeking approval of shareholders for re-appointment of Mr. Khetrapal for 1 (one) year w.e.f. April 1, 2024 and payment of remuneration for the financial year 2024-25 has been recommended by the Board to be passed by way of Postal Ballot.

Mr. Janat Shah has completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. the close of business hours on April 29, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. Janat Shah for his extensive contribution and stewardship.

Key Managerial Personnel (KMP)

During the year under review, Ms. Nidhi Bisaria, resigned from the position of Company Secretary of the Company w.e.f. close of business hours of September 1, 2023. The Board placed on record its sincere appreciation for the contribution made by her over the years.

Ms. Diksha Singh was appointed as the Company Secretary and KMP of the Company w.e.f. September 2, 2023.

As on the date of this report, the Company has the following KMPs as per Sections 2(51) and 203 of the Act:

KMPs	Designation
Mr. Desh Deepak Khetrapal	Managing Director and CEO
Mr. Prakash Chand Jain	Chief Financial Officer
Ms. Diksha Singh	Company Secretary

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from each Independent Director under Section 1 49 (7) of the Act and Regulation 25 of the SEBI Listing Regulations, confirming that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

PERFORMANCE EVALUATION

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

Pursuant to the provisions of the Act, SEBI Listing Regulations, Nomination and Remuneration Policy and Guidance Note on Board Evaluation issued by SEBI, the Board has carried out an annual evaluation of its own performance; its Committee(s) and of each director.

The performance evaluation was conducted using individual questionnaires, covering various aspects, including, inter-alia, the structure of the Board, participation and contribution at the meetings of the Board, receipt of regular inputs and information and the skill set, knowledge and expertise of the directors. The committees of the Board were assessed on, inter-alia, the degree of fulfilment of key responsibilities, the adequacy of committee composition and the efficacy of meetings.

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

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

The Nomination & Remuneration policy for directors, key managerial personnel and the senior management is placed on the website of the Company and can be accessed through the web link: https:// www.orientcement.com/wp-content/uploads/2019/05/NRC Policy-22 3 2019.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a robust vigil mechanism through a Whistle Blower policy to deal with instances of illegal practices,

unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct and Ethics policy.

Adequate safeguards are provided against victimisation for those who take recourse to the mechanism. The details of the Whistle Blower policy are outlined in the Corporate Governance Report. The Whistle Blower policy is available on the Company''s website and can be accessed through the web link: https://www.orientcement.com/wp-content/uploads/2016/05/ Whistle-Blower-Policv.pdf.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of the Act and SEBI Listing Regulations. The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process to ensure accurate and timely disclosures with the highest level of transparency, integrity and quality of financial reporting. The Committee met four (4) times during the year. Detailed information pertaining to the Audit Committee has been provided in the Report on Corporate Governance.

AWARDS AND RECOGNITIONS

In March 2024, your Company has been certified as a ‘Great Place to Work'' for the fifth year in a row through the assessment conducted by the Great Place to Work Institute. In addition to that the Company has been identified as Best in Industry: Cement & Building Materials, also featured in the Top 25 - India''s Best Workplaces in Manufacturing - 2024 and has been identified as one of the Top 50 organisations among India''s Best Workplaces Building a Culture of Innovation by All - Large, which celebrates workplaces that foster a culture which encourages and empowers all its members to try new and better ways of doing things. These certifications and recognition demonstrate the organisation''s ‘High-Trust, High-Performance Culture''.

Your Company was also awarded the winner in the POSH Training Excellence category at the NoMeansNo POSH Conclave & Excellence Awards conducted in Delhi organised by the Centre for Skill Development.

In recognition of our constant pursuit of excellence in energy efficiency, environmental protection, safety, growth and innovation, your Company has been honoured and recognised at various forums. The prominent awards earned during FY24 are listed below:

Devapur Plant:

1. Winner of “Safety Award 2023” received from Greentech Foundation for outstanding achievements in Safety Excellence received during 21^st Greentech Safety Awards and Summit 2023 held in New Delhi.

2. Received “Platinum Award” during the 14^th Exceed Environment Award & Conference 2023 for outstanding achievement in Environment Preservation from Sustainable Development Foundation, A Unit of Ek Kaam Desh Ke Naam in Lucknow.

3. Received “Excellent Energy Efficiency Unit” award from CII during 24^th National Award for Excellence in Energy Management 2023 in Hyderabad.

4. Winner of “23^rd Greentech Environment Award 2023” for outstanding achievements in “Environmental Excellence” received in Sonmarg (J&K).

5. Received the following awards in the 38^th Mines Safety Week 2023 achieved by Devapur Limestone Mines:

a. Overall - 2^nd Prize

b. Drilling and Blasting - 1^st Prize

c. Crusher & Conveyor Belt - 1^st Prize

d. Electrical Installations - 2^nd Prize

e. Safe Mine Working - 2^nd Prize

f. Safety for Sustainability - 2^nd Prize

6. Received the “Silver Award” for Energy Conservation, from the Telangana State Energy Conservation Awards (TSECA) 2023 in the category of Large-Scale Industry at Hyderabad.

7. Devapur Limestone Mines received the following awards at the 29^th Mines Environment and Mineral Conservation Week 2024:

a. Overall Performance - 1^st Prize

b. Afforestation - 1^st Prize

c. Reclamation & Rehabilitation - 1^st Prize

d. Waste Dump Management - 2^nd Prize Chittapur Plant:

1. CII 24^th National award for Excellence in Energy Management 2023 - “Excellent Energy Efficient Unit.”

2. CII 24^th National award for Excellence in Energy Management 2023 - “National Energy Leader.”

3. SEEM Platinum Award 2022 - Certificate of Excellence for Cement - Integrated Unit.

4. Winner of 23^rd Greentech Environment Award 2023 for Outstanding achievements in “Environmental Excellence” received in Sonmarg (J&K).

5. Received the Unnatha Suraksh Puraskara for Best Management Systems & Safety Performance during 2021 & 2022 by National Safety Council, Karnataka Chapter.

6. 77^th Foundation Day of Bureau of Indian Standards -“Certificate of Excellence for achieving Zero Product Failure in last 3 years.”

7. 3^rd National Sustainability Award on Cement & RMC -AFR Excellence.

8. Winner of 2^nd CEE National Environnent Excellence Award for Best Practices & New Initiatives - “Exceptional performance & outstanding achievements in CPP - COAL Below 50MW.”

9. Winner of the CEE 3^rd National Energy Efficiency Award for Southern Region - “Exceptional Performance & Outstanding Achievements in CPP - COAL Below 50MW.”

10. Mines Safety Association Karnataka, ZONE - IV Mines Safety Observance Week 2023-24 under the aegis of Directorate General of Mines Safety. Ballari Region - 1:

First Prize: Overall Performance (Zonal Level, Zone - IV, Group - B), Safety Management System, Mines Workings, Publicity, Propaganda & Innovation.

First Prize: Occupational Health & Welfare Amenities, Silicosis awareness, Preparation of SOPS & Implementation, Contractual Work Vis Safety & Safety is My Responsibility Card.

Second Prize: Crusher, Electrical Installations & Illumination, Drilling & Blasting & Swachh Bharat Abhiyan.

11. Mines Safety Association Karnataka, ZONE - IV Mines Safety Observance Week 2023-24 under the aegis of Directorate General of Mines Safety. Ballari Region - 1:

First Prize: Overall Performance (State Level)

12. Mines Environment & Mineral Conservation Week 2023 - 24, under the aegis of Indian Bureau of Mines, Bengaluru:

First Prize: Waste Dump Management, Systematic & Scientific Development, Reclamation & Rehabilitation, Sustainable Development & Best Practices adopted in Mines.

Second Prize: Overall Performance (Group - 2), Mineral Conservation, Mineral Beneficiation & Environment Monitoring.

Third Prize: Afforestation & Publicity & Propaganda.

Jalgaon Plant:

1. Received “Energy Efficient Unit Award 2023” during the 24^th National award for Excellence in Energy Management organized by the CII.

2. Received “Runner Up” Award for Outstanding achievement in Environmental Excellence at 23^rd Annual Greentech Environment Award Summit 2023.

3. Received “Winner” Award for Outstanding achievement

in Safety Excellence 23^rd Annual Greentech

Award Summit - 2023.

4. Received “Platinum Award” from Apex India foundation for Occupational Health & Safety - 2023.

5. Received “Platinum Award” under the Apex India Green leaf Award 2023 for Energy Efficiency in the Cement Sector.

STATUTORY AUDITORS

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

The Auditors'' Report for the financial year 2023-24 does not contain any reservation, qualification or adverse remark or disclaimer on the financial statements of the Company. The Auditors'' Report is self-explanatory and therefore, does not require further comments or explanation. The Auditors'' Report for the financial year ended March 31,2024 on the financial statements of the Company forms part of this Annual Report.

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

COST AUDITORS

In accordance with Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounting records. Mr. Somnath Mukherjee, Cost Accountant in practice (M.No. F5343) has carried out the cost audit for the financial year 2023-24.

Mr. Somnath Mukherjee has consented to act as the Cost Auditor of the Company for the financial year 2024-25 and has confirmed that he is not disqualified for such re-appointment in terms of Section 141 of the Act. The Board of Directors on the recommendation of the Audit Committee, has appointed Mr. Somnath Mukherjee, Cost Accountant (M.No. F5343), as Cost Auditor of the Company for the financial year 2024-25. The remuneration proposed to be paid to the Cost Auditor for the financial year 2024-25 is set out in the Notice of ensuing 13^th AGM for ratification by the shareholders of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. FCS-5922/CP No. 6087), were appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24 and have, accordingly, carried out an audit of the secretarial records of the Company for the financial year.

The Secretarial Audit Report, annexed to this report as Annexure ‘1’, does not contain any reservation, qualification or adverse remark or disclaimer and is self-explanatory. Therefore, it does not require further comments or explanation.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 for all applicable SEBI compliances. The Annual Secretarial Compliance Report has been issued by M/s Ranjeet Pandey and Associates, Company Secretaries (CP No. 6087), for the financial year ended March 31,2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarantee and/ or provided security that are covered under the provisions of Section 186 of the Act.

Please refer to note no. 11 of the notes to the financial statements of the Company for the financial year 2023-24 for details regarding inter-corporate investments of the Company as of March 31,2024.

RELATED PARTY TRANSACTIONS

The Company has adequate procedures for the identification and monitoring of related-party transactions. All transactions entered into with related parties during the financial year were on an arm’s length basis and in the ordinary course of business. All related-

party transactions were placed before the Audit Committee and the Board for approval, wherever required. Omnibus approval of the Audit Committee and the Board was obtained for the transactions that were of a foreseen and repetitive nature. These transactions were reviewed by the Audit Committee on a quarterly basis.

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

For details on related-party transactions, members may refer to the note no. 39 to the financial statements. The policy on related party transactions as approved by the Board is available on the Company''s website and can be accessed through the web link: https://www.orientcement.com/wp-content/uploads/2022/04/ Related-Partv-Transaction-Policv.pdf.

CHANGE IN THE NATURE OF BUSINESS

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

RISK MANAGEMENT

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

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

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

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

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place Corporate Social Responsibility Policy (“CSR Policy”) which outlines the Company''s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations and other parts of the Country. The CSR policy of the Company is placed on the Company''s website and can be accessed through the web link: https://www.orientcement.com/wp-content/ uploads/2021/05/corporate-social-responsibiltv-policv.pdf.

The details about the CSR Committee of Board of Directors are provided in the Corporate Governance Report, which forms part of this Report.

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

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

SHARE CAPITAL

As on March 31,2024, the issued, subscribed and paid-up share capital of the Company was 20,48,68,760 equity shares of H1/-each. There was no change in the capital structure of the Company during the financial year ended March 31,2024.

ANNUAL RETURN

As per Section 1 34(3)(a) of the Act, the Annual Return referred to in Section 92(3) of the Act for the financial year ended on March 31, 2024, is available on the website of

the Company at web link https://orientcement.com/disclosure-reg-46/annual-return/.

EMPLOYEES STOCK OPTION SCHEME

The Company has in place Orient Cement Employees Stock Option Scheme 2015 (“ESOP Scheme 2015”). During the year, ESOP Scheme 2015 was amended to modify the definition of Exercise Period to allow employees a reasonable period of time to exercise their options. The amendment to the ESOP Scheme 2015 was duly approved by the shareholders of the Company by way of Special Resolution passed at the AGM held on August 1, 2023.

During the financial year 2023-24, 3,49,976 stock options were granted under ESOP Scheme 2015. Each Option entitles the holder to acquire one equity share of H 1 each of the Company at the exercise price fixed at the time of grant.

Further, during the year the Company has implemented the Orient Cement Employee Stock Option Scheme - 2023 (“ESOP Scheme 2023”) as approved by the shareholders of the Company by way of Special Resolution passed at the AGM held on August 1,2023. The maximum aggregate no. of options that may be granted under the ESOP Scheme 2023 shall not exceed 36,00,000 options. The NRC Committee of the Board of Directors shall administer the Scheme and grant options to eligible employees taking into consideration the factors outlined in the Scheme.

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

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

During the financial year ended March 31, 2024, the Company has not received any complaint under the aforesaid regulations, nor was any complaint pending resolution from the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

Corporate Governance ensures the fairness, transparency and integrity of the management. As a part of its strategy, the Company believes in adopting the ‘best practices'' that are followed in the

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

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

The certificate of M/s B S R & Associates LLP (ICAI Firm Registration Number 116231W/W-100024), Chartered Accountants, the Statutory Auditors of the Company, certifying compliance with the conditions of corporate governance as stipulated in the SEBI Listing Regulations is annexed with the Report on Corporate Governance. The Auditors'' certificate for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed on the National Stock Exchange of India Limited and the BSE Limited. The annual listing fees for the financial year 2024-25 have been paid to these exchanges.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors hereby states that:

(i) In the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed along with a proper explanation relating to material departures, if any;

(ii) They have selected such accounting policies, applied them consistently and made informed judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2024, and of the profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual financial statements on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company consistently strives to conserve energy through enhancing energy efficiency, upgrading technology, process optimisation, resource substitution, digital transformation with data integration and automating information. It continues to prioritise the circular economy and the reduction of carbon footprint. As a part of its endeavour towards a circular economy, the Company is consistently using sub-grade limestone and fly ash in the manufacturing process and has explored new alternative fuels such as wastes of other industries, to conserve non-renewable natural resources. Several industrial wastes, biomass, and other wastes such as liquid hazardous waste, refuse-derived fuel, plastic waste, paper cups, cow dung, cloth waste and others are collected from nearby areas and co-processed at the Company''s integrated plants. During the financial year 2023-24, the Company developed infrastructure and feeding facilities to enhance the utilisation of alternative fuels across its integrated plants.

During the financial year 2023-24, the Company continued its journey towards digitisation and various applications were implemented across its plants. Some of these initiatives include:

• To enhance the candidate experience and ensure smooth flow of hiring process with transparency, end to end hiring process is digitized;

• Digitization of Hospital Management System;

• Continuous tracking & analysis of equipment of performance data and analytics through the digitization initiatives; and

• Continuous upgradation of the existing digitization systems.

As a result of these initiatives, Orient Cement, especially its integrated cement plant at Chittapur, has one of the lowest specific energy and fuel consumption rates in the cement industry.

The Company reports its Scope-1&2 CO2 performance as per GCCA CO2 protocol sheet since long. During FY24, the Company''s CO2 performance i.e., Scope-1,2 & 3 (8 categories) have been assured by M/s TUV India Private Limited.

To further build on the several measures implemented by the Company during the financial year 2023-24 towards conservation of energy and as part of green energy initiatives, the Company has

targeted meeting 50% of its electrical energy requirement through renewable sources by 2030. The Jalgaon plant of the Company consumes 53% of renewable energy in its overall energy mix from the solar power capacity set up in association with AMP Solar Technology Private Limited and AMP Solar Systems Private Limited under the Captive Scheme in Maharashtra with a capacity of 13.5 MWdc. In addition to this, the Company has commissioned the first phase of Waste Heat Recovery System (“WHRS”) at Chittapur with a capacity of 10.1 MW. 2^nd phase of WHRS at the Chittapur plant is commissioned on April 29, 2024, which will further increase the non-fossil fuel power contribution at the Chittapur plant.

The Company focuses on the effective management of water within its operations. Further, it implemented several initiatives to reduce freshwater withdrawal, increase rainwater harvesting, increased recycled water utilisation, build groundwater recharge structures and reduce the dependency on groundwater by increasing the usage of mined-out reservoir water. The Company adopted GCCA water tool during the year FY24 for its water performance reporting. Your Company''s water performance as per GCCA water protocol is assured by M/s TUV India Private Limited across the Plants.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

The total foreign exchange outgo during the year was H 181.24 crore.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2023-24, the Company had no subsidiary, associate or joint venture company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the requirements of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) for the financial year 2023-24 is included as part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

OTHER STATUTORY DISCLOSURES

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

(i) Details relating to deposits covered under Chapter V of the Act. The Company had no outstanding, unpaid or unclaimed public deposits during the FY 2024;

(ii) Issue of equity shares with differential voting rights as to Dividend, voting or otherwise or sweat equity;

(iii) No significant and material orders passed by the Regulators/ Courts/Tribunals which impact the going concern status and Company''s operations in future;

(iv) No applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

(v) No instance of any one-time settlement with any Banks or Financial Institutions.

There have been no material changes and commitment, affecting the financial position of the Company which occurred between the end of FY 2024 till the date of this Report, other than those already mentioned in this Report.

ACKNOWLEDGEMENT

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

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Mar 31, 2023

The directors are pleased to present the 12^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2023.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31, 2023, is summarised below:

(Rs. in Crore)
Particulars	2022-23	2021-22
Revenue from operations	2937.55	2725.42
Earnings before interest, depreciation, amortisation and taxation	376.56	600.64
Interest / finance costs	37.78	51.43
Profit before depreciation and taxation	338.78	549.21
Depreciation and amortisation expenses	146.82	145.21
Profit before taxation	191.96	404.00
Taxation	69.14	140.75
Net profit	122.82	263.25
Transferred from Employee stock Options Outstanding	4.67	-
Profit brought forward from last year	782.69	563.17
Profit available for appropriations	910.18	826.42
Appropriations
Other comprehensive income	1.32	2.37
Dividend on equity shares	46.10	46.10
Balance carried to balance sheet	865.40	782.69
EPS (?)	5.99	12.85

BUSINESS AND FINANCIAL PERFORMANCE

The financial year 2022-23 has been considerably impacted by sustained cost inflation, particularly in energy sources, driven by global supply chain dislocations, disruption in global trade in the wake of continuing geopolitical conflict in Europe, rupee depreciation against USD/EURO and prolonged excessive rains, especially in the markets your Company serves. Inflationary pressures in the economy have prompted central banks worldwide, including India, to tighten monetary policy, which has dampened the economy''s money supply, consumer sentiment and demand, notably in the retail consumer segment.

The year commenced with very soft demand across markets, with a revival in demand seen only from November 2022 onwards, largely in the B2B segment consuming Ordinary Portland Cement (OPC), putting further pressure on profitability. Despite unrelenting inflation in input costs, market dynamics did not allow your Company to pass on the increased costs to consumers. Thus, with soft demand, inflated energy costs and flat prices, the financial results for FY23 have been subdued and are significantly below the preceding year.

Your Company is widely acknowledged for its commitment towards energy and resource efficiency, social responsibility and environmental consciousness and has progressively adopted green, clean and sustainable materials and processes. As part of its commitment to sustainability and circularity, your Company has pushed its efforts further and enhanced its capabilities to use agro, industrial and municipal waste products, with the required care and precautions.

In terms of cost parameters, the Company remains one of the best in the industry, with its quest for efficiency, cost management, and innovation intensifying further during FY23. Significant savings have been achieved through the use of alternative fuels and raw materials (AFR), renewable power and improvements in various operating parameters. This has helped the Company partially mitigate the unprecedented inflation in energy costs and has also promoted green, clean, and sustainable development. Your Company has further enhanced the use of artificial intelligence, machine learning and other digital tools to optimise the fuel and raw mix and related costs. Also, even while optimising costs, future-proofing investments in information technology, analytics, artificial intelligence (AI), machine learning (ML), Waste Heat Recovery System (WHRS), fly-ash rake handling systems and others have been increased further.

Taking a further leap towards digitalisation, your Company has migrated to ''SAP S/4 HANA Rise'' and moved to Google Cloud to further strengthen our analytics and decision-making capabilities and making us ready for future growth.

Your Company has entered the exclusive club of ''Best Managed Companies'' for the year 2022 under a global programme run by Deloitte using rigorous evaluation. This is an affirmation of the Company''s policies, processes, and overall management.

In pursuance of the Company''s strategy towards improving its premium brand portfolio and product mix, after achieving encouraging success with its super-premium brand ''Birla.Al StrongCrete'', your Company has launched a new premium ''Responsible Cement'' brand, ''Birla.Al OrientGreen'', leveraging its commendable track record of lower carbon footprint. The launch of this premium brand has created a brand portfolio for us which is unique in the industry, and which will

be further embellished soon with the launch of a new water-repellent cement brand "Birla.Al Dolphin".

The key business and financial highlights of your Company are as follows:

• Total sales volume for the year stood at 58 lakh tonnes against 55 lakh tonnes in FY22, a growth of ~5%.

• While trade (B2C) sales had a de-growth of 9% during the year, non-trade (B2B) volumes registered a growth of 29%

• As a result of the shift in the market mix, the blended cement sale was 57% for the year vs. 63% in FY 2021-22.

• Despite the muted overall B2C demand, the super-premium brand of your Company grew by 17% and of both the premium brands combined by 22% in FY23 vs. last year.

• The overall capacity utilisation stood at 68%.

• EBITDA for the year was H376.56 crore, representing a 37% decline over H600.64 crore for last year.

• The finance costs for the year are lower by 27% over FY 2021-22.

• Net profit for the year has come down by 53% vs. last year; it was H 122.82 crore as compared to H263.25 crore in FY 2021-22.

A key priority for your Company throughout the FY23 remained the safety and well-being of its employees, the communities within which it operates and its channel partners, vendors and customers. Your Company also extended all assistance and support to the communities around its area of operations to mitigate their hardship, in consultation and collaboration with the local administration.

DIVIDEND

During the financial year, your Company has paid an interim dividend of H0.50/- per equity share (50%) of face value of H1/-each to the shareholders whose names appeared on the register of members as on February 10, 2023, the record date fixed for this purpose. Additionally, your directors are pleased to recommend a final dividend amounting to H1/- (100%) per equity share of face value of H1/- each for the financial year ended March 31, 2023, as against an interim and final dividend of H 0.75/- (75%) and H 1.75/-(175%), respectively, per equity share totalling H2.50/- (250%) paid in the immediately preceding year. The payment of the final dividend for the financial year 2022-23 is subject to the approval of shareholders at the forthcoming Annual General Meeting.

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, July 26, 2023 to Tuesday, August 1, 2023, both days inclusive, for determining the entitlement of the shareholders to the final dividend for financial year 2022-23.

Your Company has been consistently declaring dividends since its inception. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended (the ''SEBI Listing Regulations''),

the Board has adopted a Dividend Distribution policy. Dividends declared or recommended by the Company are in accordance with the Company''s Dividend Distribution policy.

The Dividend Distribution policy is available on the website of the Company and can be accessed through the web link: https://www.orientcement.com/wp-content/uploads/2017/02/ Dividend-distribution-Policy.pdf

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

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

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

During the financial year ended March 31, 2023, the Board of Directors met 5 times, viz., on May 1 1, 2022, July 28, 2022, November 9, 2022, January 31, 2023 and March 31, 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

A detailed update on the Board and its Committees'' composition, the number of meetings held during the financial year 2022-23 and the attendance of the directors at these meetings is provided in the Report on Corporate Governance.

CHANGES IN DIRECTORS

In terms of the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Chandrakant Birla (DIN 00118473), a Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board of Directors recommends the resolution for re-appointment of Mr. Chandrakant Birla, liable to retire by rotation, for the approval of the members of the Company at the ensuing Annual General Meeting.

Brief profiles and other details relating to the directors are furnished in the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from each independent director under Section 149 of the Act and Regulation 25 of the SEBI Listing Regulations, confirming that he or she meets the criteria of independence laid down in Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The independent directors of the Company had their names included in the data bank of independent directors being maintained by the Indian Institute of Corporate Affairs and had also complied with the requirements of the proficiency test under the Companies (Appointment and Qualification of Directors) Rules, 2014.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an annual evaluation of (i) its own performance; (ii) individual directors'' performance; (iii) the performance of the Chairman of the Board; and (iv) the performance of all committees of the Board for the financial year 2022-23.

The performance evaluation was conducted using individual questionnaires, covering various aspects, including, inter-alia, the structure of the Board, participation and contribution at the meetings of the Board, receipt of regular inputs and information and the skill set, knowledge and expertise of the directors. The committees of the Board were assessed on, inter-alia, the degree of fulfilment of key responsibilities, the adequacy of committee composition and the efficacy of meetings.

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

The evaluation process confirms that the Board and its committees continue to operate effectively and that the performance of the directors meets expectations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

A note on the familiarisation programme adopted by the Company for orientation and training of the directors in compliance with the Listing Regulations is provided in the report on Corporate Governance, which forms part of this Report.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Soumitra Bhattacharyya, Chief Financial Officer (FCA- A059004), resigned from the services of the Company with effect from September 3, 2022. The Board of

Directors approved the appointment of Mr. Prakash Chand Jain (FCA-079601), Finance Controller of the Company, as the Chief Financial Officer (CFO) of the Company with effect from January 31, 2023, to continue as CFO for the intermittent period till the appointment of the new incumbent to ensure seamless transition and adherence to the regulatory compliances.

In addition, in terms of the provisions of Section 203 of the Companies Act, 2013, Mr. Desh Deepak Khetrapal - Managing Director and CEO (DIN 02362633) and Mrs. Nidhi Bisaria - Company Secretary (FCS-5634) continued to hold their respective offices during the financial year 2022-23 as key managerial personnels.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company endeavours to have an appropriate mix of executive, non-executive and independent directors to maintain independence from management and continuously provide appropriate governance and guidance. The selection and appointment of Board members are done on the recommendations of the Nomination & Remuneration cum Compensation Committee. The appointments are based on merit and have due regard for diversity. While evaluating the candidature of an independent director, the Committee abides by the criteria for determining independence as stipulated under the Companies Act, 2013 and the SEBI Listing Regulations. In the instance of the re-appointment of directors, the Board takes into consideration the results of the performance evaluation of the directors.

The Nomination & Remuneration policy for directors, key managerial personnel and the senior management is placed on the website of the Company and can be accessed through the web link: https://www.orientcement.com/wp-content/uploads/2019/05/ NRC_Policy-22_3_2019.pdf.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

Adequate safeguards are provided against victimisation for those who take recourse to the mechanism. The details of the Whistle Blower policy are explained in the Corporate Governance Report. The Whistle Blower policy is available on the Company''s website and can be accessed through the web link: https://www.orientcement. com/wp-content/uploads/2016/05/Whistle-Blower-Policy.pdf.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process to ensure accurate and timely disclosures with the highest level of transparency, integrity and quality of financial reporting. The

Committee met four (4) times during the year. Detailed information pertaining to the Audit Committee has been provided in the Report on Corporate Governance.

AWARDS AND RECOGNITIONS

Your Company has been certified as a ''Great Place to Work'' for the fourth year in a row through the assessment conducted by the Great Place to Work Institute. This certification demonstrates the organisation''s ''High-Trust, High-Performance Culture''. Also, the Company was chosen as a ''Best Managed Company'' for the year 2022 as part of a global programme run by Deloitte, a leading global consulting firm.

In recognition of its constant pursuit of excellence in energy efficiency, environmental protection, safety, growth and innovation, your Company has been honoured and recognised at various forums. The prominent awards earned during FY23 are listed below:

Devapur plant:

1) 27^th Mines Environment and Minerals Conservation Awards 2022 for Devapur Limestone Mines

• 1^st Prize: Waste Dump Management

• 2^nd Prize: Sustainability, Reclamation and Rehabilitation, Mineral Beneficiation

• 3^rd prize: Overall

2) Platinum award under the Apex India Green Leaf Award 2021 for ''Energy Efficiency'' and ''Environment Excellence'' in the Cement sector.

3) Winner of the ''Environment Award 2022'' from the Greentech Foundation for outstanding achievements in environment protection during the 22^nd Annual Greentech Environment Summit.

4) ''Excellence in Energy Management 2022'' national award for Energy Efficiency Unit from CII (Confederation of Indian Industry) during the 23rd National Award Event.

5) Won the Platinum Award 2022 received from the Apex India Foundation for Occupational Health and Safety in the Cement sector.

6) Received the National Energy Management Seem Platinum Award 2021 from the Society of Energy Engineers and Managers (SEEM).

7) Was honoured with the Platinum Award in the 1 3^th EXCEED Occupational Health and Safety Award 2022 received from the Sustainable Development Foundation (a unit of EK KAAM DESH KE NAAM).

8) 37^th Mines Safety Week 2022 Awards received by Devapur Limestone Mines:

• 2^nd Prize: Environment, Health and Skill Management, Loading and Transportation, Safety for Sustainability

9) 28^th MEMC Awards 2023, Devapur Limestone Mines:

• First Prize: Overall Performance, Mineral Conservation, Waste Dump Management, Mineral Beneficiation

• Second Prize: Reclamation and Rehabilitation

• Third Prize: Sustainable Development

10) Devapur Limestone Mines was awarded a 5-star¹ rating by the Indian Bureau of Mines (IBM) for exemplary performance in the implementation of the Sustainable Development Framework during 2021-22.

11) Platinum award under the Apex India Green Leaf Award 2022 for ''Environment Excellence'' in the Cement sector by the APEX India Foundation.

Chittapur plant:

1) Platinum award under the Apex India Green Leaf Award 2021 for ''Environment Excellence'' in the Cement sector by the Apex India Foundation.

2) The National Energy Management Seem ''Gold Award 2021'' was received from the Society of Energy Engineers and Managers (SEEM).

3) Winner of the ''Environment Protection 2022'' Award from the Greentech Foundation for outstanding achievements in Environment protection awarded during the 22^nd Annual Greentech Environment Summit.

4) Platinum award received from the Apex India Foundation for Occupational Health and Safety and Environment Excellence in the Cement sector.

5) National awards for ''Excellence in Energy Management 2022'' and ''Energy Leader 2022'' for the Energy Efficiency Unit were received from the CII during the 23^rd National Award Event.

6) 2^nd best industry award in the ''Mega industry- more than 1000 workforce'' category in the state-level annual (2022-23) safety award competition conducted under the aegis of the Department of Factories and Boilers, Government of Karnataka.

7) ''Best Safety Officer'' Award from the Director of Factories, Boilers, Industrial Safety and Health, Government of Karnataka, in the 52^nd National Safety Day-2023 competition.

8) Won the 2^nd prize from the Director of Factories and Boilers, Government of Karnataka, in the Annual State Level Safety Awards Function under ''Power Boilers Category''.

9) Chittapur Power Plant has been awarded ''Best Energy Efficient Plant - COAL (CPP)'' in the Southern Region, under the winner category for Reducing Net Heat Rate (RNHR) at the National Efficiency Awards 2023.

10) Winner of efficient management of Fly Ash in the CPP Southern

region.

11) Excellence in Water Management under the Zero Liquid

Discharge plant CPP- Coal Category.

12) Mines Safety Week Observation 2022-23: Under the aegis of

the Director General of Mines Safety

• First Prize - Contractual Work vis-a-vis Safety and Safety is My Responsibility Card, Swachh Bharat Abhiyan (Group

B1)

• Second Prize - Occupational Health Welfare Amenities, Preparation of SOPs and Implementation, Maintenance of Mining Machinery and Crusher (Group B1)

• Third Prize - Overall Performance, Drilling and Blasting, Mine Workings, Publicity, Propaganda and Innovation (Group B1)

13) Mine Environment and Mineral Conservation Week 2022 - 23:

Under the aegis of the Indian Bureau of Mines

• First Prize - Waste dump management, Reclamation and Rehabilitation, Mineral Conservation, Energy Conservation, Best Practice Adopted in Mines (Group- 2)

• Second Prize - Overall Performance, Sustainable Mining, Sustainable Development, Publicity and Propaganda (Group- 2)

Jalgaon plant:

1) ''Excellence in Energy Management 2022'' Award as an Energy Efficient Unit by CII (Confederation of Indian Industry) at the 22^nd National Award Event.

2) ''Gold Award 2022'' for outstanding achievement under ''Occupational Health and Safety'' by Grow Care India, New Delhi.

3) ''Greentech Corporate Governance Award 2022'' for Excellence in Corporate Governance by the Greentech Foundation.

4) Gold award under the Apex India Green Leaf Award 2022 for ''Environment Excellence'' and ''Energy Efficiency'' in the Cement sector by Apex India Foundation.

STATUTORY AUDITORS

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

The Auditors'' Report for the financial year 2022-23 does not contain any reservation, qualification or adverse remark on the financial statements of the Company. The Auditors'' Report is self-explanatory and therefore, does not require further comments or explanation. The Auditors'' Report for the financial year ended March 31, 2023 on the financial statements of the Company forms part of this Annual Report.

Additionally, in terms of Section 143 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended, along with notifications and circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

COST AUDITORS

In accordance with Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounting records. Mr. Somnath Mukherjee, Cost Accountant in practice (M.No.-F5343) has carried out the cost audit for the financial year 2022-23.

Mr. Somnath Mukherjee has consented to act as the Cost Auditor of the Company for the financial year 2023-24 and has confirmed that he is not disqualified for such re-appointment in terms of Section 141 of the Companies Act, 2013. The Board of Directors on the recommendation of the Audit Committee, has appointed Mr. Somnath Mukherjee, Cost Accountant (M.No.-F5343), as Cost Auditor of the Company for the financial year 2023-24. The remuneration proposed to be paid to the Cost Auditor for the financial year 202324 is set out in the Notice of ensuing 12^th Annual General Meeting for ratification by the shareholders of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. FCS-5922/CP No. 6087), were appointed to conduct the Secretarial Audit of the Company for the financial year 2022-23 and have, accordingly, carried out an audit of the secretarial records of the Company for the financial year.

The Secretarial Audit Report, annexed to this report as Annexure ''1'', does not contain any reservation, qualification or adverse remark and is self-explanatory. Therefore, it does not require further comments or explanation.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2022-23 for all applicable Securities and Exchange Board of India (“SEBI") compliances. The Annual Secretarial Compliance Report issued by M/s Ranjeet Pandey and Associates, Company Secretaries (CP No. 6087), for the financial year ended March 31, 2023 has been submitted to the Stock Exchanges within the prescribed time limit.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendation of the Audit Committee, has appointed M/s Ranjeet Pandey and Associates, as the Secretarial Auditor for the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarantee and/or provided security that are covered under the provisions of Section 186 of the Companies Act, 2013.

Please refer to note no. 11 of the notes to the financial statements of the Company for the financial year 2022-23 for details regarding inter-corporate investments of the Company as of March 31, 2023.

RELATED PARTY TRANSACTIONS

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

There were no materially significant related-party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons that may have a potential conflict with the interests of the Company at large.

For details on related-party transactions, members may refer to the notes to the financial statements. The policy on related party transactions as approved by the Board is available on the Company''s website and can be accessed through the web link: https://www. orientcement.com/wp-content/uploads/2022/04/Related-Party-Transaction-Policy.pdf.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed as Annexure ''2'' to this Report.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments affecting the financial position of the Company have occurred between March 31, 2023, and the date of the report.

RISK MANAGEMENT

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

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

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

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

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

As per the provisions of Section 1 34(5)(e) of the Companies Act, 2013, the directors have an overall responsibility for ensuring that the Company has implemented robust systems and frameworks of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. To enable the directors to meet these responsibilities, the management has devised systems and frameworks that are operating effectively within the Company. In line with best practices, the Audit Committee and the Board regularly review the internal control system to ensure that it remains effective and fit for purpose. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals. The systems and frameworks include proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework, adequate access controls and segregation of duties.

Your Company''s management has established and maintained internal financial controls based on the internal control over financial reporting criteria established in the integrated framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 Framework) (the COSO criteria), which considers the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting

issued by the Institute of Chartered Accountants of India. Based on the information provided, nothing has come to the attention of the directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

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

CORPORATE SOCIAL RESPONSIBILITY

The basic concept of a company''s Corporate Social Responsibility (''CSR'') is to serve the interests of society in a just and equitable manner while also taking responsibility for the impact of business activities on various stakeholders in all aspects of the company''s operations. Your Company has been taking several initiatives under CSR for the society at large, much before it was prescribed through the Companies Act, 2013.

The Board has constituted a CSR Committee and has a well-defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013, which covers the activities as prescribed under Schedule VII of the Companies Act, 2013. The details about the CSR Committee are provided in the Corporate Governance Report, which forms part of this Report.

The Board of Directors, based on the recommendation of the Corporate Social Responsibility Committee, in its meeting held on March 31, 2023, approved classifying the Devapur School project as an ongoing project in terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, with an objective to pursue the improvement plans targeted at enhancing the quality and scope of education, learning experience, students'' holistic growth and providing increased mobility to its students.During the financial year under consideration, a separate bank account, OCL Unspent CSR Account FY2022-23, has been opened and has been credited with an amount of H284.39 lakh to be utilised towards the Devapur School project in the ensuing 3 financial years, i.e., up to financial year 2025-26.

The Annual Report on CSR Activities, pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report as Annexure ''3''.

The CSR policy of the Company is placed on the Company''s website and can be accessed through the web link: https://www. orientcement.com/wp-content/uploads/2021 /05/corporate-social-responsibilty-policy.pdf.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

The disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are given in Annexure ''4'', which forms an integral part of this Report.

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

SHARE CAPITAL

As on March 31, 2023, the issued, subscribed and paid-up share capital of the Company was 20,48,68,760 shares of H1/- each. There was no change in the capital structure of the Company during the financial year ended March 31, 2023.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company as on March 31, 2023, can be accessed through the web link https:// orientcement.com/wp-content/uploads/2019/05/2022-23.pdf

EMPLOYEES STOCK OPTION SCHEME

The Company has in place the Orient Cement Employees Stock Option Scheme 2015 (''ESOP Scheme 2015''), which provides for the grant of stock options to eligible employees of the Company selected by the Nomination & Remuneration cum Compensation Committee from time to time, subject to satisfaction of the prescribed vesting conditions.

During the financial year 2022-23, the Board of Directors granted 3,10,099 stock options under ESOP Scheme 2015 out of which award letters for 2,41,137 stock options have been issued to the eligible employees. The applicable disclosure under SEBI (Share Based Employee Benefits) Regulations, 2014 (“SEBI Regulations") as of March 31, 2023, has been uploaded on the website of the Company and can be accessed through the web link https:// orientcement.com/wp-content/uploads/2019/05/2023.pdf There was no change in the ESOP Scheme 2015 of the Company during the financial year. Further, the Board of Directors in its meeting held on April 28, 2023, based on the recommendation of the Nomination & Remuneration cum Compensation Committee, has recommended change in the definition of Exercise Period defined under ESOP Scheme 2015, subject to the approval of shareholders. The proposed change in the said Scheme is set out in the Notice of ensuing 1 2^th Annual General Meeting for the approval of shareholders.

A certificate from M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. FCS-5922/CP No. 6087) and Secretarial Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations would be

placed at the ensuing Annual General Meeting of the Company for inspection by the shareholders.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

During the financial year ended March 31, 2023, the Company has not received any complaint under the aforesaid regulations, nor was any complaint pending resolution from the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

The certificate of M/s B S R & Associates LLP (ICAI Firm Registration Number 1 16231W/W-100024), Chartered Accountants, the Statutory Auditors of the Company, certifying compliance with the conditions of corporate governance as stipulated in the SEBI Listing Regulations is annexed with the Report on Corporate Governance. The Auditors'' certificate for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to be listed on the National Stock Exchange of India Limited and the BSE Limited. The annual listing fees for the financial year 2023-24 have been paid to these exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 1 34(3)(c) of the Companies Act, 2013, the Board of Directors hereby states that:

1. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with a proper explanation relating to material departures, if any;

2. They have selected such accounting policies, applied them consistently and made informed judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2023, and of the profit and loss of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company consistently strives to conserve energy through enhancing energy efficiency, upgrading technology, process optimisation, resource substitution, digital transformation with data integration and automating information. It continues to prioritise the circular economy and the reduction of carbon footprint. As a part of its endeavour towards a circular economy, the Company is consistently using sub-grade limestone and fly ash in the manufacturing process and has explored new alternative raw materials such as wastes of other industries, to conserve non-renewable natural resources. Several industrial wastes, agro wastes and other wastes such as liquid hazardous waste, refuse-derived fuel, plastic waste, paper cups, cow dung, cloth waste and others are collected from nearby

areas and co-processed at the Company''s integrated plants. During the financial year 2022-23, the Company developed infrastructure and feeding facilities to enhance the utilisation of alternative fuels across its integrated plants.

During the financial year 2022-23, the Company continued its journey towards digitisation and various applications were implemented across its plants. Some of these initiatives include:

a. A mobile app solution was implemented for mine engineers and plant real-time data monitoring.

b. Plant optimisation through an artificial intelligence tool was used to analyse the disturbance affecting the system''s performance.

c. Artificial intelligence based feed mix optimisation.

d. Installation of PID control logic initiatives to minimise human intervention and ensure seamless operations at the plant, and so on.

As a result of these initiatives, Orient Cement, especially its integrated cement plant at Chittapur, has one of the lowest specific energy and fuel consumption rates in the cement industry.

To further build on the several measures implemented by the Company during the financial year 2022-23 towards conservation of energy and as part of green energy initiatives, the Company has targeted meeting 50% of its electrical energy requirement through renewable sources by 2030. The Jalgaon plant of the Company consumes 59% of renewable energy in its overall energy mix from the solar power capacity set up in association with AMP Solar Technology Private Limited and AMP Solar Systems Private Limited under the Captive Scheme in Maharashtra with a capacity of 13.5 MWdc. In addition to this, the Company is in the process of commissioning the Waste Heat Recovery System at Chittapur with a capacity of 10.1 MW in the first quarter of FY24.

The Company focuses on the effective management of water within its operations. Further, it implemented several initiatives to reduce freshwater withdrawal, increase rainwater harvesting, build groundwater recharge structures and reduce the dependency on groundwater by increasing the usage of mined-out reservoir water. All our plants are water-positive.

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are enclosed as Annexure ''5,'' which forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

The total foreign exchange outgo during the year was H 209.94 crore.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2022-23, the Company had no subsidiary, associate or joint venture company.

DEPOSITS

During the financial year under review, the Company did not accept deposits covered under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators, courts or tribunal that would impact the going concern status of the Company and its future operations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the requirements of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) has been prepared for the financial year 2022-23 and is included as part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required with respect to the following items, as there were no transactions related to these items during the year under review:

1. Transfer or proposed transfer of an amount to reserves.

2. Issue of equity shares with differential voting rights or sweat equity.

3. Applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year, along with their status as at the end of the financial year.

4. Difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions, along with the reasons thereof.

ACKNOWLEDGEMENT

Your Directors take this opportunity to extend their gratitude to all shareholders, clients, vendors, banks, ministries and departments of the Government of India, as well as regulatory authorities, for their continued support. The Directors also place on record their deep appreciation to all the employees for their hard work, dedication and commitment, which enabled the delivery of improved performance by your Company during a year full of extreme volatility and challenges.

1

1^st Prize: Overall Performance, Safe Mine Working, Heavy Earth Moving Equipment''s

---

Mar 31, 2022

Your directors are pleased to present the 11^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31,2022.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31,2022 is summarised below:

(H in Crore)
Particulars	2021-22	2020-21
Revenue from Operations	2725.42	2,324.09
Earnings before interest, depreciation, amortisation & taxation	600.64	569.03
Interest / finance costs	51.43	93.57
Profit before depreciation and taxation	549.21	475.46
Depreciation and amortization expenses	145.21	141.85
Profit before taxation	404.00	333.61
Taxation	140.75	119.42
Net profit	263.25	214.19
Profit brought forward from last year	563.17	375.63
Profit available for appropriations	826.42	589.82
Appropriations
Other Comprehensive Income	2.37	(1.04)
Dividend on equity shares	46.10	25.61
Balance carried to balance sheet	782.69	563.17
EPS (?)	12.85	10.45

BUSINESS AND FINANCIAL PERFORMANCE

The financial year 2021-22 may be summed up as a year of two halves. H1 witnessed a relatively high growth over a low base driven by pent-up demand and a progressive improvement in Covid 19 infection rates. The hopes of a sustained rapid return to normalcy quickly petered out in the second half due to excessive and extended rainfall impacting our key markets and unprecedented cost push inflation fuelled by global supply chain dislocations, further exacerbated by the conflict in Ukraine. Due to the inflationary pressure in the economy, consumer sentiment remains muted as consumers defer discretionary spend which is impacting demand. Cement prices are expected to stay firm

and possibly increase to mitigate the increase in cost of fuel and raw material. However, it remains to be seen whether demand growth will lend support towards higher realizations to pass on the increasing input costs.

The industry in the year under review has continued to see capacity addition ( 26.4m MT) despite low-capacity utilisation. As per CRISIL data during FY 2021-22, the core sector reported growth of ~11% while the Indian cement sector grew at 7% driven by higher growth in H1 that significantly moderated in H2. Demand in the southern region was supported by infra execution on a low base and urban housing in Tier-2 and Tier-3 cities. The overhang of low capacity utilisation in the South is expected to continue in the medium term.

To address the evolving reality and market specific opportunities and risks, your Company developed a dynamic decision framework to respond to competitive pressures with the required agility and speed. Your Company''s relentless focus on fuel flexibility and in particular the increased use of alternate fuels helped cushion the significant increase in fuel costs. The strategy of judiciously improving market and product-mix, in particular growing of premium product "Birla.A1 StrongCrete", to support higher realisations, led to improved overall profitability despite cost and demand pressures.

Your Company has emerged stronger, delivering improvement in both profits and cash generation. During FY 2021-22, net debt was reduced by 61%, strengthening our Balance Sheet and creating comfortable headroom for planned future growth.

The key business and financial highlights of your Company are as under:

• Total sales volume for the year stood at 55 lac tons against 51 lac tons in FY21, a growth of ~8%.

• The focus on promotion of blended cement continues in line with your Company''s commitment to environmental sustainability. Total blended cement sale was 63% for the year vs 61% in FY 2020-21.

• The overall capacity utilization stood at 66%.

• EBITDA for the year was H600.64 crore representing 6% improvement over H569.03 crore during last year.

• Net profit for the year improved by 23% vs last year; H263.25 crore as compared with H214.19 crore in FY 2020-21.

A key priority for your Company throughout FY22 remained the safety and well-being of its employees, the communities within which it operates and its channel partners, vendors and customers. Your Company also extended all assistance and support to the communities around its area of operations to mitigate their hardship, in consultation and in collaboration with the local administration.

DIVIDEND

During the financial year, your Company has paid an interim dividend of H0.75/- per equity share (75%) of face value of H1/- each, to the shareholders whose names appeared on the register of members as on February 10, 2022, the record date fixed for this purpose. Additionally, your Directors are pleased to recommend a final dividend amounting to H1.75/- (175%) per equity share of face value of H1/- each for the financial year ended March 31,2022, as against interim and final dividend of H0.50/- (50%) and H1.50/- (150%), respectively, per equity share totaling to H2.00/- (200%) paid in the immediately preceding year. The payment of final dividend for the financial year 2021-22 is subject to the approval of shareholders at the forthcoming Annual General Meeting.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 22, 2022 to Thursday, July 28, 2022, both days inclusive, for determining the entitlement of the shareholders to the final dividend for financial year 2021-22.

Your Company has been consistently declaring dividends since its inception. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board has adopted a Dividend Distribution Policy. Dividends declared/recommended by the Company are in accordance with the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy is available on the website of the Company and can be accessed through the web link: https:// www.orientcement.com/wp-content/uploads/2017/02/ Dividend-distribution-Policy.pdf

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

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

Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Risk Management Committee.

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

During the financial year ended March 31, 2022, the Board of Directors met 6 (six) times viz. on May 17, 2021, August 2, 2021, October 25, 2021, December 22, 2021, January 31, 2022 and March 25, 2022. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

A detailed update on the Board and its Committees'' composition, number of meetings held during the financial year 2021-22 and attendance of the directors at these meetings is provided in the Report on Corporate Governance.

CHANGES IN DIRECTORS

In terms of the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Amita Birla (DIN 00837718), a Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The Board of Directors recommends the resolution for re-appointment of Mrs. Amita Birla, liable to retire by rotation, for the approval of the members of the Company at the ensuing Annual General Meeting.

Based on the recommendation of the Nomination & Remuneration cum Compensation Committee, the Board of Directors in their meeting held on January 31,2022, approved the re-appointment of Mr. Desh Deepak Khetrapal (DIN 02362633) as the Managing Director of the Company w.e.f. April 1, 2022 for a period of 2 (two) years subject to approval of shareholders at the forthcoming Annual General Meeting. Mr. Khetrapal continues to be the Chief Executive Officer of the Company. The resolution seeking consideration of Mr. Khetrapal''s re-appointment for 2 (two) years w.e.f. April 1,2022 and payment of remuneration for the financial year 2022-23 has been recommended by the Board to be passed by way of Postal Ballot.

Brief profiles and other details relating to the Directors are furnished in the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under Section 149 of the Act and Regulation 25 of the SEBI Listing Regulations, confirming

that he / she meets the criteria of independence laid down in Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors of the Company have got their name included in the data bank of Independent Directors being maintained by the Indian Institute of Corporate Affairs and have also complied with the requirements of proficiency test under Companies (Appointment and Qualification of Directors) Rules, 2014.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) individual Directors'' performance; (iii) performance of Chairman of the Board; and (iv) performance of all Committees of Board for the financial year 2021-22.

The performance evaluation was done using individual questionnaires, covering various aspects, including inter-alia the structure of the Board, participation and contribution at the meetings of the Board, receipt of regular inputs and information, skill set, knowledge and expertise of Directors. The Committees of the Board were assessed on, inter-alia, the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The evaluation was carried out in terms of the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration cum Compensation Committee of the Company annually reviews the performance evaluation process.

The evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors meets expectations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors in compliance with the Listing Regulations is provided in the report on Corporate Governance, which forms part of this Report.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 203 of the Companies Act, 2013, Mr. Desh Deepak Khetrapal - Managing Director & CEO (DIN 02362633), Mr. Soumitra Bhattacharyya, Chief Financial

Officer (FCA- A059004) and Mrs. Nidhi Bisaria - Company Secretary (FCS-5634) continue to hold their respective offices during the financial year 2021-22 as Key Managerial Personnel.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company endeavours to have an appropriate mix of executive, non-executive and independent directors to maintain independence from management and who continuously provide appropriate governance. The selection and appointment of Board members are done on the recommendations of the Nomination & Remuneration cum Compensation Committee. The appointments are based on meritocracy and having due regard for diversity. While evaluating the candidature of an independent director, the Committee abides by the criteria for determining independence as stipulated under the Companies Act, 2013 and the SEBI Listing Regulations. In case of re-appointment of directors, the Board takes into consideration the results of the performance evaluation of the directors.

The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is placed on the website of the Company and can be accessed through the web link: https://www.orientcement.com/wp-content/ uploads/2019/05/NRC_Policy-22_3_2019.pdf .

DETAILS OF ESTABLISHMENT OF VIGILMECHANISM / WHISTLE BLOWER POLICY

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

Adequate safeguards are provided against victimization to those who take recourse to the mechanism. The details of the Whistle Blower Policy are explained in the Corporate Governance Report. The Whistle Blower Policy is available on Company''s website and can be accessed through the web link: https:// www.orientcement.com/wp-content/uploads/2016/05/ Whistle-Blower-Policy.pdf.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Committee met four (4) times during the year. Detailed information pertaining to the Audit Committee has been provided in the Report on Corporate Governance.

AWARDS AND RECOGNITIONS

Your Company has been certified as "Great Place to Work" for the third consecutive year in the assessment conducted by Great Place to Work Institute. This certification denotes the "High-Trust, High-Performance Culture" in the organisation.

In recognition of its constant quest for excellence in energy efficiency, environmental protection, safety, growth and innovation, your Company has been honoured and recognised at various forums. The prominent awards earned during FY22 are listed below for your reference:

Devapur Plant:

1. "Excellence in Energy Management 2021" Award as Energy Efficient Unit by CII (Confederation of Indian Industry) at the 22^nd National Award Event.

2. Winner of "Greentech Energy Conservation Award 2021" and "Greentech Effective Safety Culture Award 2021" by Greentech Foundation for outstanding achievements in energy conservation and effective safety culture.

3. Platinum awards under "Apex India Green Leaf Award 2021" for Energy Efficiency and Environment Excellence, in the Cement Sector.

4. Gold award by "Telangana State Energy Conservation Awards (TSECA) - 2021", Government of Telangana, Department of Energy; in appreciation of the efforts for energy conservation for the year 2020-21.

5. "11^th Exceed Occupational Health Safety and Security Gold Award 2021" by Sustainable Development Foundation for outstanding achievement in Occupational Health & Safety.

6. Devapur Limestone Mine won State Level 2^nd prize (in Zone II Group A1) in "36^th Mines Safety Week Observance 2021".

Chittapur Plant:

1. Winner position in "Greentech Energy Conservation Award 2021".

2. "Unnatha Suraksha Puraskara" from Director of Factories and Boiler, Govt. of Karnataka.

3. Best "Zero Liquid Discharge Plant Award 2021" from Mission Energy Foundation.

4. Winner for SOx-NOx Control for 2021 from Mission Energy Foundation.

5. 22^nd National Award for "Excellence in Energy Management 2021" from CII.

6. First prize in reclamation and rehabilitation category during "Mine Environment and Mineral Conservation" function of Govt. of Karnataka.

7. Platinum award for "Environment Excellence" from Apex India.

8. Winner for "21^st Annual Greentech Environment & Sustainability Award 2021" in the environment protection category.

9. Winner for "20^th Annual Greentech Safety Award 2021". Jalgaon Plant:

1. "Apex India Safe Workplace Award 2021" by Apex India Foundation.

2. "Greentech Environment Award 2021" under the green belt development category by Greentech Foundation.

3. "Occupational Health Safety & Security Award 2021" for outstanding achievement under Occupational Health and Safety by Sustainable Development Foundation.

STATUTORY AUDITORS

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

The Auditors'' Report for the financial year 2021-22 does not contain any reservation, qualification or adverse remark, on the financial statements of the Company. Auditors'' Report is selfexplanatory and therefore, does not require further comments and explanation.

Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

COST AUDITORS

In terms of the section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. The Board has appointed Mr. Somnath Mukherjee, Cost Accountant (M.No.-F5343), as Cost Auditor of the Company for the financial year 2022-23 at a fee of H90,000/- (Rupees Ninety thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting.

The Company has received a letter from Mr. Somnath Mukherjee to the effect that the re-appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such re-appointment in terms of section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. FCS-5922/ CP No. 6087), were appointed to conduct the Secretarial Audit of the Company for the financial year 2021-22.

The Secretarial Audit Report, annexed to this report as Annexure ''1'', does not contain any reservation, qualification or adverse remark and is self-explanatory. Therefore, it does not require further comments and explanation.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2021-22 for all applicable Securities and Exchange Board of India ("SEBI") compliances. The Annual Secretarial Compliance Report issued by M/s Ranjeet Pandey and Associates, Company Secretaries, (CP No. 6087), for the financial year 2021-22 has been submitted to the Stock Exchanges within the prescribed time limit.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, your Company has invested in 41,624 equity shares of H10/- each and 41,233 compulsorily convertible debentures of H1,000/- each of AMPSolar Systems Pvt. Ltd. in terms of the Share Purchase, Subscription and Shareholder''s Agreement and amendments thereto with AMPSolar Technology Private Limited and AMPSolar Systems Private Limited for acquisition of 26% stake. Please refer note no. 11 of notes to the financial statements of the Company for the financial year 2021-22 for details.

The Company has not given any loan or guarantee and/or provided security which are covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company has adequate procedures for identification and monitoring of related party transactions. All transactions entered into with related parties during the financial year were on arm''s length basis and in ordinary course of business. All related party transactions were placed before the Audit Committee and to the Board for approval, wherever required. Omnibus approval of the Audit Committee and Board was obtained for the transactions that were of a foreseen and repetitive nature.

These transactions were reviewed by the Audit Committee on a quarterly basis.

There were no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

For details on related party transactions, members may refer to the notes to the financial statements. The Policy on related party transactions as approved by the Board is available on the Company''s website and can be accessed through the web link: https://www.orientcement.com/wp-content/uploads/2022 /04/Related-Party-Transaction-Policy.pdf.

Particulars of contract or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as Annexure ''2'' to this Report.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred between March 31, 2022 and the date of the report.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee of the Board to review the risk management plan / process of the Company. The Risk Management Committee identifies potential risks, assesses their potential impact and takes timely action to mitigate the same.

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

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

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

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

As per the provisions of section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/frameworks of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. To enable the Directors to meet these responsibilities, the management has devised systems/frameworks which are operating within the Company. In line with best practices, the Audit Committee and Board regularly review the internal control system to ensure that it remains effective and fit for the purpose. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals. The systems/frameworks include proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, internal audit framework, ethics framework, risk management framework and adequate segregation of duties.

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

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

CORPORATE SOCIAL RESPONSIBILITY

The basic concept of Company''s Corporate Social Responsibility (''CSR '') is to serve the interest of the society in a just and equitable manner along with taking responsibility for the impact of business activities on various stakeholders in all aspects of Company''s operations. Your Company has been taking several initiatives under CSR for the society at large, much before it was prescribed through the Companies Act, 2013.

The Board has constituted a CSR Committee and has a well-defined Policy on CSR as per the requirement of section 135 of the Companies Act, 2013, which covers the activities as prescribed under Schedule VII of the Companies Act, 2013. The details about the CSR Committee are provided in Corporate Governance Report which forms a part of this Report.

The Annual Report on CSR activities, pursuant to section 134(3) (o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report as Annexure ''3''.

The CSR Policy of the Company is placed on the website of the Company and can be accessed through the web link: https:// www.orientcement.com/wp-content/uploads/2021/05/ corporate-social-responsibilty-policy.pdf.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

The disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ''4'', which forms an integral part of this Report.

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

SHARE CAPITAL

As on March 31,2022, the issued, subscribed and paid-up Share Capital of the Company was 20,48,68,760 shares of H 1/- each. There was no change in the capital structure of the Company during the financial year ended March 31,2022.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company as at March 31, 2022 can be accessed through the web link https://orientcement.com/wp-content/uploads/2022/06/ Annual-Return-2021-22.pdf.

EMPLOYEES STOCK OPTION SCHEME

The Company has in place the Employees Stock Option Scheme 2015 (''ESOS-2015'') which provides for grant of stock options to eligible employees of the Company.

During the financial year 2021-22, no options were granted under ESOS-2015. The applicable disclosure under SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations") as at March 31, 2022 has been uploaded on the website of the Company and can be accessed through the web link https:// orientcement.com/wp-content/uploads/2022/06/ESOP-disclosure-2022.pdf. There is no change in the ESOS scheme of the Company during the financial year.

Certificate from M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. FCS-5922/CP No. 6087), Secretarial Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

During the financial year ended March 31, 2022, the Company has not received any complaint under the aforesaid regulations, nor was any complaint pending resolution from the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

The certificate of M/s B S R & Associates LLP (ICAI Firm Registration Number 116231W/W-100024), Chartered Accountants, the Statutory Auditors of the Company certifying

compliance with the conditions of corporate governance as stipulated in the SEBI Listing Regulations is annexed with the Report on Corporate Governance. The Auditors'' certificate for financial year 2021-22 does not contain any qualification, reservation or adverse remark.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to be listed on the National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial year 2022-23 have been paid to these exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby state that:

1. In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2022 and of the profit and loss of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company values the significance of conservation of energy and technology absorption and remains conscious about the environmental impact of its business operations. During the financial year, the Company implemented various energy conservation measures, technology absorption and process optimisation measures across all its plants. Judicious use of energy was adopted at all levels of operations by utilizing energy efficient systems and processes and continuous monitoring thereof. As a result of these initiatives, Orient Cement, especially

its integrated cement plant at Chittapur, has one of the lowest specific energy consumption in the Indian cement industry.

Apart from several measures implemented by the Company during the financial year 2021-22 towards conservation of energy and as part of Green Energy initiatives, the Company is setting up Waste Heat Recovery System at Chittapur @10.1 MW and further, the Company has entered into various agreements with AMPSolar Technology Private Limited and AMPSolar Systems Private Limited and has set up a solar power plant with a capacity of 13.5 MW, under the Captive Scheme in Maharashtra. With this arrangement the power requirement of Jalgaon plant will be significantly substituted by solar power thereby reducing carbon footprint by consuming around 50% of the requirement using solar power.

The cement industry is water intensive, and the Company realises its responsibility to reduce water usage within its facilities. The Company strives to save water through advanced monitoring, management, awareness and engineering solutions for water conservation. All our plants are water positive.

The particulars required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is enclosed as Annexure ''5'' forming part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, the Company has not earned any foreign exchange.

The total foreign exchange outgo during the year was H55.22 crore.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2021-22, the Company had no Subsidiary, Associate or Joint Venture company.

DEPOSITS

During the financial year under review, the Company did not accept deposits covered under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its operations in the future.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of amendment to regulation 34(2)(f) of the Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021, SEBI has introduced new

reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR). In terms of the aforesaid amendment, with effect from the financial year 2022-2023, filing of BRSR shall be mandatory for the top 1000 listed companies (by market capitalization) and shall replace the existing Business Responsibility Report. However, filing of BRSR is voluntary for the financial year 2021-22.

Your Company, being one of such top 1000 listed entities, has voluntarily decided to report as per the new reporting requirements of BRSR. The BRSR has been prepared for financial year 2021-22 and is included as part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

1. Transfer/ proposed transfer of amount to reserves.

2. Issue of equity shares with differential voting rights or sweat equity or stock options.

3. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

4. Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Ministries and Departments of Government of India and Regulatory Authorities for their continued support. The Directors also place on record their deep appreciation to all the employees for their hard work, dedication and commitment, which enabled the delivery of the improved performance by your Company during a year full of extreme volatility and challenges.

By order of the Board of Directors For Orient Cement Limited

CK. Birla

Place: New Delhi Chairman

Date: May 11,2022 (DIN 00118473)

---

Mar 31, 2018

The directors are pleased to present the 7^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31^st March, 2018.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31^st March, 2018 is summarised below:

(Rs. in Lacs)

Particulars	2017-18	2016-17
Gross Sales	2,31,084.51	2,17,089.12
Total Revenue (Net of excise)	2,24,256.96	1,88,703.06
Earnings before interest, depreciation, amortisation & taxation	32,540.70	19,039.04
Interest / finance costs	12,920.96	13,533.51
Profit before depreciation and taxation	19,619.74	5,505.53
Depreciation and amortization expenses	12,616.62	12,153.59
Net Profit before taxation	7,003.12	(6,648.06)
Taxation	2,580.98	(3,438.21)
Net profit	4,422.14	(3,209.85)
Profit brought forward from last year	24,794.09	30,576.30
Profit available for appropriations	29,216.23	27,366.45
Appropriations
Other Comprehensive Income	(49.01)	(106.61)
Dividend on equity shares	1,024.34	2,048.69
Corporate dividend tax	208.53	417.06
Balance carried to balance sheet	27,934.35	24,794.09
EPS	2.16	(1.57)

BUSINESS AND FINANCIAL PERFORMANCE

Post demonetisation, the cement demand from the housing sector continued to remain subdued and was further aggravated by introduction of policies like RERA and GST. The ban on the sand mining in several states also impacted cement demand. However, the Government’s push on execution of large infrastructure projects revived the demand in the second half of the year and coupled with the low base from demonetisation last year, contributed to an overall demand growth of over 6% for the full year.

On the cost front, fuel prices continued to rise during the year as a consequence of the increase in the global energy prices, adversely impacting the profit margins of the industry as a whole.

In this backdrop, the key business and financial highlights of your Company for FY18 are as under:

- Total sales volume for the year stood at 57.46 Lac tons against 55.52 Lac tons in FY17, a growth of around 3.5%.

- We continue to focus on PPC cement production in line with your Company’s commitment to environmental sustainability. 75% of cement volume was sold as PPC from the old operations and while PPC sales from relatively new operations are also scaling up steadily to reacRs.47% for the year.

- Net sales realisation for the year was RS.3858 per ton, higher as compared to RS.3369 per ton last year.

- Variable production cost was higher largely on account of higher fuel prices.

- Despite an extremely challenging year in terms of demand, the overall capacity utilisation of the Company stood at 72% for the year as compared to 69% during last year.

- EBITDA for the year was RS.32541 Lac as compared to RS.19039 Lac during the previous year largely driven by better sales realisation.

- Net profit for the year was RS.4422 Lac compared to net loss of RS.3210 Lac during the last year.

The construction work for the Chittapur railway siding and the township for employees started during the year and is expected to complete in the second half of FY19. We are also evaluating the setting up of waste heat recovery plants at both Devapur and Chittapur to optimise power cost and reduce our dependence on the fossil fuel.

DIVIDEND

Your Directors are pleased to recommend a final dividend amounting to RS.0.75/- (75%) per equity share of face value of Re. 1/- each for the year ended 31^st March, 2018, subject to approval of shareholders at the forthcoming annual general meeting of the Company as against dividend of RS.0.50/- (50%) per equity share paid in the immediately preceding year.

The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 13^th day of August, 2018 to Friday, 17^th day of August, 2018, both days inclusive, for determining the entitlement of the shareholders to the final dividend for financial year 2017-18.

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

The Company has a professional Board with an optimum combination of executive, non-executive and independent directors (including one woman director) who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board is also supported by four Committees of directors’ viz. the Audit Committee, the Nomination & Remuneration cum Compensation Committee, the Corporate Social Responsibility Committee and the Stakeholders’ Relationship Committee.

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

During the financial year ended 31^st March, 2018, the Board of Directors met 6 (six) times viz. on 5^th May 2017, 26^th July 2017, 8^th August 2017, 2^nd November 2017, 29^th January 2018 and 27^th March, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed update on the Board and its Committees’ composition, number of meetings held during the financial year 2017-18 and attendance of the directors at these meetings is provided in the Report on Corporate Governance.

CHANGES IN DIRECTORS

In terms of the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Amita Birla (DIN 00837718), a non-executive director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Mr. Desh Deepak Khetrapal (DIN 02362633) was re-appointed as Managing Director & CEO of the Company w.e.f 1^st April, 2015 for a period of 5 (five) years. However, his remuneration was subject to revision every year. On the recommendation of the Nomination & Remuneration cum Compensation Committee, the Board of Directors in their meeting held on 3^rd May, 2018, recommended revision in Mr. Khetrapal’s remuneration for shareholders’ approval. The resolution seeking consideration of Mr. Khetrapal’s remuneration has been included in the Notice of the Annual General Meeting. The Board of Directors recommends the resolution for your approval.

During the financial year, there was no change in the constitution of the Board of Directors of the Company except Mr. I.Y.R. Krishna Rao (DIN 00481367) was appointed as an Additional Director w.e.f. 5^th May, 2017. The appointment of Mr. I.Y.R. Krishna Rao as an Independent Director not liable to retire by rotation was confirmed by the shareholders in the Annual general Meeting held on 23^rd September 2017.

A brief profile and other details relating to the Directors are furnished in the Annual Report.

None of the directors are disqualified under section 164(2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors of the Company have declared and confirmed that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Deepanjali Gulati -Company Secretary (FCS-5304) resigned from the services of the Company with effect from the close of business hours of 31^st October, 2017 and Mrs. Nidhi Bisaria (FCS-5634) was appointed as the Company Secretary of the Company with effect from 23^rd November, 2017.

In addition, in terms of the provisions of section 203 of the Companies Act, 2013, Mr. Desh Deepak Khetrapal - Managing Director & CEO (DIN 02362633) and Mr. Sushil Gupta -Chief Financial Officer (FCA-044924) continue to hold their respective offices during the current financial year as Key Managerial Personnel.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a vigil mechanism through a Whistle Blower Policy to deal with instances of illegal practices, unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy.

Adequate safeguards are provided against victimization to those who avail of the mechanism. The details of the Whistle Blower Policy are explained in the Corporate Governance Report. The Whistle Blower Policy is available on Company’s website and can be accessed through the web link: http:// orientcement.com/investors/.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Committee met four (4) times during the year. Detailed information pertaining to the Audit Committee has been provided in the Report on Corporate Governance.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company endeavours to have an appropriate mix of executive, non-executive and independent directors, so as to have independence on the Board and separate its function of governance from that of management. The selections and appointments on the Board of the Company are done on the recommendation of the Nomination & Remuneration cum Compensation Committee. The appointments are based on meritocracy and the candidates are considered against objective criteria, having due regard to the benefits of diversity on the Board. While evaluating the candidature of an independent director, the Committee abides by the criteria for determining independence as stipulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In case of re-appointment of directors, the Board takes into consideration the results of the performance evaluation of the directors.

The copy of the Nomination & Remuneration Policy for Directors, KMPs and Senior Management is attached as Annexure ‘I’ to the Corporate Governance Report.

AWARDS AND RECOGNITIONS

In recognition of its constant quest for growth and achievement, your Company has been honoured and recognised at various forums. The prominent awards are listed below for your reference:

Devapur Plant:

1. Best Management Award, issued by Labour Department, Govt. of Telangana on May Day 2017

2. National Energy Management Gold Award from Society of Energy Engineers & Energy Managers (SEEM) -2016

3. National Award for Excellence in Energy Management 2017 from CII

4. Mines Safety Week 2017 Awards by Director General of Mines Safety

Overall performance 2^nd Prize

Electrical Installation 1^st Prize

- Best Practices in Mines- 1^st Prize

Crusher and Belt Conveyor 1^st Prize

Swatch Bharat 2^nd Prize

Safe Mine Workings 2^nd Prize

Chittapur Plant:

1. Safety awards from the Mines Safety Association Karnataka (MSAK) 2017-18 Contractual Work and Safety is my responsibility cards 1^st Prize

Publicity & Propaganda and Innovation 1^st Prize Safety Management System 2^nd Prize

Maintenance of Mining Machinery and Crusher 2^nd Prize

Swachh Bharat Abhiyan 3^rd Prize

2. Mines Environment & Mineral Conservation Week Awards 2017-18 by Indian Bureau of Mines

Waste Dump Management 3^rd Prize

Reclamation and Rehabilitation 3^rd Prize

3. Best Safe Performance of Plant, Best Training and Resources Award by KRISC (Kalburgi Regional Industrial Safety Committee) under the aegis of Department of Factories, Boilers, Industrial Safety and Health.

STATUTORY AUDITORS

At the Annual General Meeting held in the year 2014, M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) was appointed as Statutory Auditors of the Company by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of eighth Annual General Meeting of the Company to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting.

The Company has received a letter from the auditors confirming that they are eligible for appointment as auditors of the Company under section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in section 141 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee and as per the provisions of section 139(1) of the Companies Act, 2013, the Board of Directors of your Company proposes to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) as the Statutory Auditors of the Company for the financial year 2017-18.

Auditors’ Report is self-explanatory and therefore, does not require further comments and explanation.

Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

COST AUDITORS

In terms of the section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain Cost Accounting records and get them audited every year. The Board appointed Mr. Somnath Mukherjee, Cost Accountant (M.No.-F5343), as Cost Auditors of the Company for the financial year 2018-19 at a fee of RS.85,000/- (Eighty five thousand only) plus out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting.

The Company has received a letter from him to the effect that his re-appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such re-appointment within the meaning of section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. F-5922), were appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report is annexed to this report as Annexure ‘1’. The Secretarial Auditor’s report is self-explanatory and therefore, does not require further comments and explanation.

The Board has re-appointed M/s Ranjeet Pandey and Associates, Company Secretaries, (Registration No. F-5922), as Secretarial Auditor of the Company for the financial year 2018-19.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, your Company has not given any loan or guarantee, made investments and provided securities which are covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company has adequate procedures for identification and monitoring of related party transactions. All transactions entered into with related parties during the financial year were on an arm’s length basis. All related party transactions were placed before the Audit Committee and also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee and Board was obtained for the transactions that were of a foreseen and repetitive nature. These transactions were reviewed by the Audit Committee on a quarterly basis.

There were no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

For details on related party transactions, members may refer to the notes to the financial statement. The Policy on related party transactions as approved by the Board is available on the Company’s website and can be accessed through the web link: http://orientcement.com/investors/.

Particulars of contract or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as Annexure ‘2’ to the Report.

CHANGE IN THE NATURE OF BUSINESS

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

RISK MANAGEMENT

The Company has constituted a Risk Management Committee to review the risk management plan / process of the Company. The Risk Management Committee identifies potential risks, assesses their potential impact and takes timely action to mitigate the same.

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

There are no risks identified by the Board which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

As per the provisions of section 134(5)(e) of the Companies Act, 2013, the directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. To enable the directors to meet these responsibilities, the management has devised systems/ frameworks which are operating within the Company. In line with best practice, the Audit Committee and Board regularly review the internal control system to ensure that it remains effective and fit for the purpose. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals. The systems/ frameworks include proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, internal audit framework, ethics framework, risk management framework and adequate segregation of duties.

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

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

CORPORATE SOCIAL RESPONSIBILITY

The basic concept of Company’s CSR is to serve the interest of society in a just and equitable manner along with taking the responsibility for the impact of business activities on various stakeholders in all aspects of Company’s operations. Your Company has been taking several initiatives under Corporate Social Responsibility (‘CSR’) for society at large, well before it has been prescribed through the Companies Act, 2013.

The Company has constituted a CSR Committee and has a well-defined Policy on CSR as per the requirement of section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013. Detailed information pertaining to the CSR Committee has been provided in the Report on Corporate Governance.

The CSR Policy laid down by the Company ensures that:

1. The CSR agenda is integrated with the business;

2. Focused efforts are made in the identified community development areas to achieve the expected outcome;

3. The Company contributes towards nation-building through its CSR activities.

As part of its initiatives under CSR, the Company has contributed for healthcare, infrastructure development and education for the year under review.

Corporate Social Responsibility Report, pursuant to section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, forms part of this Report as Annexure ‘3’

The CSR Policy of the Company is placed on the website of the Company and can be accessed through the web link: http://orientcement.com/investors/.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required pursuant to section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘4’ forming an integral part of this Report.

SHARE CAPITAL

During the year under review, the Issued, Subscribed and Paid up Share Capital of the Company was 20,48,68,760 shares of RS.1 each. There was no change in the capital structure of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, relevant extract of annual return for the financial year 2017-18 is given as Annexure ‘5’ to this Report.

EMPLOYEES STOCK OPTION SCHEME

The Company has in place the Employees Stock Option Scheme 2015 (‘ESOS-2015’) which provides for grant of Stock Options to eligible employees of the Company.

During the financial year 2017-18, no options were granted under ESOS-2015. The applicable disclosures under SEBI (Share Based Employee Benefits) Regulations, 2014 (“SEBI Regulations”) as at 31^st March, 2018 has been uploaded on the website of the Company and can be accessed through the web link http://orientcement.com/investors/. There is no change in the ESOS scheme of the Company during the financial year.

Certificate from M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005), Statutory Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

As per the provisions of section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal, during the calendar year 2017 is as under:

Number of cases pending as on the beginning Nil of the financial year

Number of complaints filed during the Nil financial year

Number of cases pending as on the end of the Nil financial year

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual report.

CORPORATE GOVERNANCE

Corporate Governance ensures fairness, transparency a nd integrity of the manag ement. As a part of its strateg y, the Company believes in adopting the ‘best practices’ that are followed in the area of Corporate Governance. The Company emphasizes the need for full transparency and accountability in all its transactions, in order to protect the interests of its stakeholders. The Board considers itself a Trustee of the Company’s shareholders and acknowledges its responsibilities towards them for creating and safeguarding their wealth. The Company is committed to high levels of ethics and integrity in all its business dealings that avoids conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

The certificate of M/s S.R. Batliboi & Co. LLP (ICAI Firm Registration Number 301003E/ E300005), Chartered Accountants, the Statutory Auditors of the Company certifying compliance with the conditions of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Report on Corporate Governance. The Auditors’ certificate for financial year 2017-18 does not contain any qualification, reservation or adverse remark.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual directors was carried out for the financial year 2017-18. The performance evaluation was done using individual questionnaires, covering amongst others, composition of Board, receipt of regular inputs and information, functioning, performance and structure of Board Committees, skill set, knowledge and expertise of directors, preparation and contribution at Board meetings, leadership etc.. The performance evaluation of the respective Committees and that of independent and nonindependent directors was done by the Board excluding the director being evaluated.

The performance evaluation of non-independent directors, the Chairman and the Board was done by the independent directors.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial year 2018-19 have been paid to these exchanges.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby state that:

1. In the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2018 and of the profit and loss of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company values the significance of conservation of energy and technology absorption and remains conscious about the environment impact of its business operations. During the financial year, the Company undertook a variety of energy conservation measures across all its plants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes. Some steps taken towards energy conservation are the result of technology absorption. Our new integrated cement manufacturing unit at Chittapur has been installed with new state of the art technology and latest energy efficient equipment.

The particulars required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are enclosed as Annexure ‘6’ forming part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, the Company has not earned any foreign exchange.

The total foreign exchange outgo during the year was RS.1863.47 lacs.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2017-18, the Company had no Subsidiary, Associate or Joint Venture company.

DEPOSITS

During the financial year under review, the Company did not accept deposits covered under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company’s operations in future.

BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of Business Responsibility Report as part of Annual Report for top 500 listed entities based on market capitalization. The Company falls under the top 500 listed companies by market capitalization. Accordingly, in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is presented in a separate section forming part of the Annual report..

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires top 500 listed Companies based on the market capitalization to formulate Dividend Distribution Policy. In compliance of the said requirement, the Company has formulated the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is enclosed as Annexure -’7’ to this Report and is also placed on the website of the Company. This can be accessed through the web link: http://orientcement.com/ investors/.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

OTHER STATUTORY DISCLOSURES

Your directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issues of sweat equity shares

3. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Departments of Government of India and other State Governments, banks, shareholders of the Company etc. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

By order of the Board of Directors

For Orient Cement Limited

CK. Birla

Place: New Delhi Chairman

Date: 3^rd May, 2018 (DIN 00118473)

---

Mar 31, 2017

The directors are pleased to present the 6^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31^st March, 2017.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31^st March, 2017 is summarized below:

(Rs, in crores)

Particulars	2016-17	2015-16
Gross Sales	2,171.28	1,691.63
Total Revenue (Net of excise)	1,875.14	1,469.43
Earnings before interest, depreciation, amortization & taxation	190.39	193.11
Interest / finance costs	135.33	54.44
Profit before depreciation and taxation	55.06	138.67
Depreciation and amortization expenses	121.54	77.82
Net Profit before taxation	(66.48)	60.85
Taxation	(34.38)	(1.51)
Net profit	(32.10)	62.36
Profit brought forward from last year	306.15	268.45
Profit available for appropriations	274.05	330.81
Appropriations
Transfer to Debenture Redemption Reserve	-	-
Transfer to general reserve	-	-
Dividend on equity shares	20.49	20.49
Corporate dividend tax	4.17	4.17
Balance carried to balance sheet	249.39	306.15
EPS	(1.57)	3.04

BUSINESS AND FINANCIAL PERFORMANCE

After a promising start, the financial year 2016-17 proved to be an extremely challenging year for the cement sector with the industry as a whole registering a de-growth after several consecutive years of growth in the last decade. Demonetization had a particularly adverse effect on cement volumes, with the contraction in the months following this event touching double digits. All this occurred even while the overall GDP grew by an estimated 6.8%, thus interrupting the correlation that the cement sector has historically shown with national growth. Low consumption was accompanied by a rise in fuel prices on the back of global trends, further impacting the profitability of industry.

In this backdrop, the key business and financial highlights of your Company for FY17 are as under:

- Successfully ramped up sales and dispatches from the 3 million ton Greenfield cement plant at Chittapur (Gulbarga, Karnataka) following its commissioning in the previous year.

- Total cement sales volume for the year stood at 55.52 lac tons against 44.19 lac tons in FY16, a growth of over 26%

though the industry as a whole de-grew in the year.

- We continued to focus on PPC cement production in line with your Company''s commitment to environmental sustainability; 76% of cement volume was sold as PPC from old operations, while PPC sales from new operations are also scaling up steadily to reach 42% for the year.

- Net sales realization during the year remained uneven and volatile due to poor demand and low capacity utilization in the industry, leading to low prevailing market prices in many of our large markets.

- Variable production costs were slightly higher on account of higher raw material and fuel prices as well as the stabilization challenges at the new plant in Chittapur.

- Despite an extremely challenging environment, capacity utilization at your Company''s older plants was at 76% during FY17 and 69% overall.

- EBITDA for the year was Rs,190.4 crores as against Rs,193.1 crores in FY 16.

- A Net Loss of Rs,32.10 crores was registered for the year versus a Net Profit of Rs,62.4 crores in the previous year, primarily due to higher finance costs and depreciation charges for FY17 as compared with FY16, as a result of the large investments at Chittapur plant.

The plant operations at Chittapur are now largely stabilized, with performance guarantee tests on much of the equipment already carried out successfully. Some optimization work is still in progress by the vendors, notably of the kiln, cement grinding mills and the turbine. We expect to get these optimization jobs completed soon and achieve all the planned efficiencies for the plant. The construction work for the railway siding and the township for the employees is beginning very soon now. We are also in the advanced stages of firming up the size and specifications for the waste heat recovery power plant, after which the order for the same will be finalized.

We have also taken necessary steps and made investments to comply with the latest emission norms notified for SPM and SO,, while we are working with the rest of the industry to find a workable solution for the new NO, norms which are proving to be a challenge for the industry when we use pet-coke as a fuel.

DIVIDEND

Your directors are pleased to recommend a final dividend amounting to Rs,0.50 per equity share of face value of Rs,1 each for the year ended 31^st March, 2017, subject to approval of shareholders at the forthcoming Annual General Meeting of the Company. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 18^th day of September, 2017 to Saturday,23"^:l day of September, 2017, both days inclusive , for determining the entitlement of the shareholders to the final dividend for financial year 2016-17.

CHANGES IN DIRECTORS

Pursuant to section 161 of the Companies Act, 2013, Mr. I.Y.R. Krishna Rao (DIN 00481367) was appointed as an Additional Director w.e.f. 5^th May, 2017 to hold office till the date of the ensuing Annual General Meeting. The Company has received requisite notice together with deposit of Rs,1,00,000 (Rupees one lac only), as provided under section 160 of the Companies Act, 2013, from the member, proposing the appointment of Mr. I.Y.R. Krishna Rao (DIN 00481367) as an Independent Director not liable to retire by rotation.

In terms of the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Chandrakant Birla (DIN 00118473), a Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Mr. Desh Deepak Khetrapal (DIN 02362633) was re-appointed as Managing Director & CEO of the Company w.e.f 1^st April, 2015 for a period of 5 (five) years. However, his remuneration was subject to revision every year. On the recommendation of the Nomination & Remuneration cum Compensation Committee, the Board of Directors in their meeting held on 5^th May, 2017, recommended revision in Mr. Khetrapal''s remuneration for shareholders'' approval. The resolution seeking consideration of Mr. Khetrapal''s remuneration has been included in the Notice of the Annual General Meeting. The Board of Directors recommends the resolution for your approval.

During the financial year, there was no change in the constitution of the Board of Directors of the Company.

A brief profile and other details relating to the directors are furnished in the Annual Report.

None of the directors are disqualified under section 164(2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have declared and confirmed that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 203 of the Companies Act, 2013, Mr. Desh Deepak Khetrapal - Managing Director & CEO (DIN 02362633), Mr. Sushil Gupta - Chief Financial Officer (FCA-044924) and Mrs. Deepanjali Gulati

- Company Secretary (FCS-5304) are the Key Managerial Personnel (''KMP'') of the Company.

During the year under review, there was no change in the position of KMPs of the Company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a vigil mechanism through a Whistle Blower Policy to deal with instances of illegal practices, unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy.

Adequate safeguards are provided against victimization to those who avail of the mechanism. The details of the Whistle Blower Policy are explained in the Corporate Governance Report. The Whistle Blower Policy is available on Company''s website and can be accessed through the web link: http://orientcement.com/investors/.

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

The Company has a professional Board with an optimum combination of Executive, Non-Executive and Independent Directors (including one Woman Director) who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board is also supported by four Committees of directors viz. the Audit Committee, the Nomination & Remuneration cum Compensation Committee, the CSR Committee and the Stakeholders'' Relationship Committee.

One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board/Committees are convened as may be necessary for the proper management of the business operations of the Company. A separate meeting of Independent Directors is also held at least once in a calendar year to review the performance of Non-Independent Directors, the Board as a whole and the Chairman.

During the financial year ended 31^st March, 2017, the Board of Directors met 5 (five) times viz. on 4^th May 2016, 3^rd August 2016, 6^th October 2016, 9^th November 2016 and 4^th February 2017. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed update on the Board & its Committees'' composition, number of meetings held during the financial year 2016-17 and attendance of the directors at these meetings is provided in the Report on Corporate Governance.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015. The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Committee met 4 (four) times during the year, the details of which are given in the Corporate Governance Report. As on 31^st March, 2017, the Committee comprised of five independent directors viz. Mr. Vinod Kumar Dhall (DIN 02591373), Mr. Rajeev Jhawar (DIN 00086164), Mr. Rabindranath Jhunjhunwala (DIN 00050729), Mr. Swapan Dasgupta (DIN 07113693) and Mr. Janat Shah (DIN 01625535) as well as Mr. Desh Deepak Khetrapal-Executive Director (DIN 02362633). Detailed information pertaining to the Audit Committee has been provided in the Report on Corporate Governance.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

The Company endeavors to have an appropriate mix of Executive, Non-Executive and Independent Directors, so as to have independence on the Board and separate its function of governance from that of management. The selections and appointments on the Board of the Company are done on the recommendation of the Nomination & Remuneration cum Compensation Committee. The appointments are based on meritocracy and the candidates are considered against objective criteria, having due regard to the benefits of diversity on the Board. While evaluating the candidature of an Independent Director, the Committee abides by the criteria for determining independence as stipulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In case of re-appointment of directors, the Board takes into consideration the results of the performance evaluation of the directors.

The copy of the Nomination & Remuneration Policy for Directors, KMPs and Senior Management is attached as Annexure T to this Report.

AWARDS AND RECOGNITIONS

In recognition of its constant quest for growth and achievement, your Company has been honoured and recognized at various forums. The prominent awards are listed below for your reference:

Devapur Plant:

1. National Energy Management Gold Award from SEEM

2. National Award for Excellence in Energy Management 2016 from CM

3. Mines Safety Week 2016 Awards by Director General of Mines Safety

- Overall performance 1^st Prize

- Loading and Transportation 1^st Prize

- Drilling and Blasting 1^st Prize

- Publicity, Propaganda & House Keeping 2^nd Prize

- Lighting and Installations 2^nd Prize

4. Mines Environment & Mineral Conservation Week Awards by Indian Bureau of Mines

- Reclamation and Rehabilitation 1^st Prize

- Waste Dump Management 2^nd Prize

- Sustainable Development 3^rd Prize

- Overall performance 3^rd Prize

Chittapur Plant:

1. Safety Awards from the Mines Safety Association Karnataka (MSAK)

- Safety Management System 1^st Prize

- Publicity & Propaganda and Safety is my responsibility Cards 1^st Prize

- Mine Workings 2^nd Prize

- Maintenance of Mining Machinery 2^nd Prize

- Drilling and Blasting 3^rd Prize

- State Level Overall Performance in mines 2^nd Prize

STATUTORY AUDITORS

At the Annual General Meeting held in the year 2014, M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) was appointed as Statutory Audi tors of the Company by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of eighth Annual General Meeting of the Company to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting.

The Company has received a letter from the auditors confirming that they are eligible for appointment as auditors of the Company under section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in section 141 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee and as per the provisions of section 139(1) of the Companies Act, 2013, the Board of Directors of your Company proposes to ratify the appointment of M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/E300005) as the Statutory Auditors of the Company for the financial year 2017-18.

Auditors'' Report is self-explanatory and therefore, does not require further comments and explanation.

Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

COST AUDITORS

In terms of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain Cost Accounting records and get them audited every year. The Board appointed Mr. Somnath Mukherjee, Cost Accountant (M.No.-F5343), as Cost Auditors of the Company for the financial year 2017-18 at a fee of Rs,80,000/- (Rupees eighty thousand only) plus out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting.

The Company has received a letter from him to the effect that his re-appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such re-appointment within the meaning of section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. F-5922), were appointed to conduct the Secretarial Audit of the Company for the financial year 2016-17.

The Secretarial Audit Report is annexed to this report as Annexure T. The Secretarial Auditors'' report is self-explanatory and therefore, does not require further comments and explanation.

The Board has appointed M/s Ranjeet Pandey and Associates, Company Secretaries, (Registration No. F-5922) as Secretarial Auditor of the Company for the financial year 2017-18.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, your Company has not given any loan or guarantee, made investments and provided securities which are covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company has adequate procedures for identification and monitoring of related party transactions. All transactions entered into with related parties during the financial year were on an arm''s length basis. All related party transactions were placed before the Audit Committee and also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee and Board was obtained for the transactions that were of a foreseen and repetitive nature. These transactions were reviewed by the Audit Committee on a quarterly basis.

There were no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

For details on related party transactions, members may refer to the notes to the financial statement. The Policy on related party transactions as approved by the Board is available on the Company''s website and can be accessed through the web link: http://orientcement.com/investors/.

Particulars of contract or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as Annexure ''2'' to the Report.

CHANGE IN THE NATURE OF BUSINESS

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

RISK MANAGEMENT

The Company has constituted a Risk Management Committee to review the risk management plan / process of the Company. The Risk Management Committee identifies potential risks, assesses their potential impact and takes timely action to mitigate the same.

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

There are no risks identified by the Board which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

As per the provisions of section 134(5)(e) of the Companies Act, 2013, the directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. To enable the directors to meet these responsibilities, the management has devised systems/ frameworks which are operating within the Company. In line with best practice, the Audit Committee and Board regularly review the internal control system to ensure that it remains effective and fit for the purpose. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals. The systems/ frameworks include proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, internal audit framework, ethics framework, risk management framework and adequate segregation of duties.

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

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

CORPORATE SOCIAL RESPONSIBILITY

The basic concept of Company''s CSR is to serve the interest of society in a just and equitable manner along with taking the responsibility for the impact of business activities on various stakeholders in all aspects of Company''s operations. Your Company has been taking several initiatives under Corporate Social Responsibility (''CSR'') for society at large, well before it has been prescribed through the Companies Act, 2013.

The Company has constituted a CSR Committee and has a well-defined Policy on CSR as per the requirement of section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013.

Detailed information pertaining to the CSR Committee has been provided in the Report on Corporate Governance.

The CSR Policy laid down by the Company ensures that:

1. The CSR agenda is integrated with the business;

2. Focused efforts are made in the identified community development areas to achieve the expected outcome;

3. The Company contributes towards nation-building through its CSR activities.

As part of its initiatives under CSR, the Company has contributed for healthcare, infrastructure development and education for the year under review.

Corporate Social Responsibility Report, pursuant to section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, forms part of this Report as Annexure ''3''

The CSR Policy of the Company is enclosed as Annexure -''II'' to this Report and is also placed on the website of the Company. This can be accessed through the web link: http://orientcement.com/investors/.

PARTICULARS OF EMPLOYEES, DIRECTORS b KEY MANAGERIAL PERSONNEL

The information required pursuant to section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ''4'' forming an integral part of this Report.

SHARE CAPITAL

During the year under review, the Issued, Subscribed and Paid up Share Capital of the Company was 20,48,68,760 shares of Rs,1 each. There was no change in the capital structure of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, relevant extract of annual return for the financial year 2016-17 is given as Annexure ''5'' to this Report.

EMPLOYEES STOCK OPTION SCHEME

The Company has in place the Employees Stock Option Scheme 2015 (''ESOS-2015'') which provides for grant of Stock Options to eligible employees of the Company.

During the financial year 2016-17, no options were granted under ESOS-2015. The applicable disclosures under SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations") as at 31^st March, 2017 has been uploaded on the website of the Company and can be accessed through the web link http://orientcement.com/investors/. There is no change in the ESOS scheme of the Company during the financial year.

Certificate from M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005), Statutory Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.

DISCLOSURE UNDERTHESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

As per the provisions of section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under sexual harassment and their disposal, during the calendar year 2016 is as under:

Number of cases pending as on the beginning	Nil
of the financial year
Number of complaints filed during the	Nil
financial year
Number of cases pending as on the end of the	Nil
financial year

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

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

A detailed report on corporate governance forms an integral part of Annual Report and is set out as separate section therein.

The certificate of M/s S.R. Batliboi & Co. LLP (ICAI Firm Registration Number 301003E/ E300005), Chartered Accountants, the Statutory Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Report on Corporate Governance as Annexure ''6''. The Auditors'' certificate for financial year 2016-17 does not contain any qualification, reservation or adverse remark.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual directors was carried out for the financial year 2016-17. The performance evaluation was done using individual questionnaires, covering amongst others, composition of Board, receipt of regular inputs and information, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of directors, preparation & contribution at Board Meetings, leadership etc. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the director being evaluated.

The performance evaluation of Non-Independent Directors, the Chairman and the Board was done by the Independent Directors.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial year 2017-18 have been paid to these exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby state that:

1. In the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^!tMarch, 2017 and of the profit and loss of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company values the significance of conservation of energy and technology absorption and remains conscious about the environment impact of its business operations. During the financial year, the Company undertook a variety of energy conservation measures across all its plants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes. Some steps taken towards energy conservation are the result of technology absorption. Our new integrated cement manufacturing unit at Chittapur has been installed with new state of the art technology and latest energy efficient equipment.

The particulars required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are enclosed as Annexure ''7'' forming part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, the Company has not earned any foreign exchange.

The total foreign exchange outgo during the year was U,773.48 lacs.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2016-17, the Company had no Subsidiary, Associate or Joint Venture company

DEPOSITS

During the financial year under review, the Company did not accept deposits covered under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company''s operations in future.

BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of Business Responsibility Report as part of Annual Report for top 500 listed entities based on market capitalization. The Company falls under the top 500 listed companies by market capitalization. Accordingly, in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility Report is presented in a separate section forming part of the Annual report.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires top 500 listed Companies based on the market capitalization to formulate Dividend Distribution Policy. In compliance of the said requirement, the Company has formulated the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is enclosed as Annexure -''III'' to this Report and is also placed on the website of the Company. This can be accessed through the web link: http://orientcement.com/ investors/.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

OTHER STATUTORY DISCLOSURES

Your directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise

2. Issue of sweat equity shares

3. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Departments of Government of India and other State Governments, banks, shareholders of the Company, etc. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

By order of the Board of Directors

For Orient Cement Limited

CK. Birla

Place: New Delhi Chairman

Date: 5^th May, 2017 (DIN 00118473)

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their report and statement of accounts for the financial year ended March 31,2015.

FINANCIAL RESULTS

The Board of Directors hereby presents the Annual Report on the business and operations of your Company along with the summary of financial statements for the year ended March 31,2015.

Financial Results

(Rs. in Crores)

Particulars 2014-15 2013-14

Gross Sales 1,768.83 1,646.72

Total Income (Net of Excise) 1,552.95 1,447.73

Earnings before Interest, Depreciation, Amortisation & Taxation 312.64 224.01

Interest / Finance costs 14.13 14.39

Profit before Depreciation and Taxation 298.51 209.62

Depreciation and Amortisation expenses 47.33 56.38

Net Profit before Taxation 251.18 153.24

Taxation 56.40 52.22

Net profit 194.78 101.02

Profit brought forward from last year 92.72 52.66

Profit available for Appropriations 287.50 153.68

Appropriations

Transfer to Debenture Redemption Reserve - -

Transfer to General Reserve - 25.00

Dividend on Equity Shares 35.85 30.73

Corporate Dividend Tax 7.17 5.23

Balance carried to Balance Sheet 244.48 92.72

EPS 9.51 4.93

STATE OF COMPANY''S AFFAIR

Your Directors are pleased to inform you that during the year, in spite of the slower than expected growth rate of the GDP, delayed take-off of investments and construction projects and disappointing cement demand, your Company has performed creditably with cement sales volumes of 41 lac tons, registering a good performance with capacity utilisation of 82%, which is significantly better than the industry average of ~70%. Against the general trend of incrementally higher demand for OPC cement, your Company was successful in increasing the PPC sales from 75% to 80%. There was positive growth in sales volumes in the first three quarters of the financial year, but in the 4th quarter, poor demand hurt our volumes. The low volumes in 4th quarter pulled down our annual volume growth into the negative territory.

Though the cement prices remained volatile throughout the year, the overall net realisation for the Company registered an improvement over the previous year. This improved realisation, better product mix and various cost optimisation initiatives have resulted in the Company achieving a significantly improved performance over the previous year with revenue at Rs. 1,535 crores (previous year Rs. 1,430 crores), an increase of 7% over the previous year and EBITDA at Rs. 313 crores (previous year Rs. 224 crores) a 40% increase over last year. The profit before tax (PBT) of the Company for financial year 2015 is at Rs. 251 crores against the financial year 2014 PBT of Rs. 153 crores. The EPS in financial year 2015 comes to Rs. 9.51, an improvement of 93% over the previous year.

The expansion plan of your Company, through addition of a 3 million tons per annum greenfield, integrated plant near Chittapur, Gulbarga District in Karnataka has made significant progress during the year with the cement plant and the captive power plant getting very close to commissioning. The railway siding and employees''colony will be delayed due to late receipt of Karnataka Government''s approval for land for the purpose. However, alternate arrangements have been made to mitigate the effect of these delays. The waste heat recovery system will also be installed only once the kiln has stabilised and the waste heat becomes consistent in availability. The Company is complying with additional conditions imposed by MoEF in the Environmental Clearance, which is adding some new costs to the project. All efforts are now in hand to commission the Plant within a few weeks of the Mining Lease being granted to the Company, which we are hopeful of getting shortly.

DIVIDEND

For the financial year 2014-15, the Board of Directors have recommended a final dividend of Rs. 1 per Equity Share (face value of Rs. 1 each), amounting to a total payout of Rs. 2,048.69 lacs. This is in addition to the Interim Dividend for the year, Rs. 0.75 per Equity Share paid in January 2015 (amounting to Rs. 1,536.53 lacs). The total dividend per share for financial year 2014-2015 aggregates to Rs. 1.75 per equity share and the total dividend payout for financial year 2014-2015 is Rs. 3,585.22 lacs.

The Register of Members and Share Transfer Books will remain closed from Tuesday, July 21, 2015 to Saturday, July 25, 2015 (both days inclusive) for purposes of payment of the final dividend for the financial year ended March 31,2015 and the Annual General Meeting (AGM).

CORPORATE GOVERNANCE

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability, thereby upholding the important dictum that an organisation''s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The compliance report on corporate governance from M/s S.R.Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E), Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the Listing Agreement with the stock exchanges, is attached herewith as Annexure A to this report.

CHANGES IN DIRECTORS

On March 27, 2015, the Board of Directors had, on the recommendation of the Nomination & Remuneration Committee, re-appointed Mr. Desh Deepak Khetrapal (DIN 02362633) as Managing Director & Chief Executive Officer of the Company for a period of three years starting from April 1, 2015. Thereafter, on May 8, 2015, the Board of Directors had, again on the recommendation of the Nomination & Remuneration Committee, amended the period of his contract from 3 years to 5 years with effect from April 1, 2015. The Board recommends your approval for Mr. Khetrapal''s re-appointment for 5 years effective from April 1,2015.

Pursuant to Section 161 of the Companies Act, 2013 read with Articles of Association of the Company, Ms. Amita Birla (DIN 00837718) was appointed as an Additional Director by the Board in the category of Non-Executive Director w.e.f. March 27, 2015. Ms. Amita Birla will hold office up to the date of ensuing Annual General Meeting of the Company and is eligible for appointment as Director.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mr. CK Birla (DIN 00118473), Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors, who are to be appointed/ re-appointed as stipulated under Clause 49 of the Listing Agreement, are furnished in the Annual Report.

Further, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Mr. Sushil Gupta was appointed as Chief Financial Officer of the Company w.e.f. August 7, 2014.

The following employees were designated as whole-time Key Managerial Personnel by the Board of Directors during the year under review:

* Mr. Desh Deepak Khetrapal

* Mr. Sushil Gupta

* Ms. Deepanjali Gulati

STATUTORY AUDITORS

At the Annual General Meeting held in the year 2014, M/s S.R.Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E) Statutory Auditors of the Company were re-appointed by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of Eighth Annual General Meeting of the Company to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting.

Under Section 139 of the Companies Act, 2013, the Company is required to place the matter relating to Statutory Auditor''s appointment for ratification by members at every Annual General Meeting.

The Company has received a letter from the Statutory Auditors confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013.

Based on the recommendations by the Audit Committee, the Board of Directors of the Company recommend the ratification of appointment of M/s S.R.Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration Number 301003E) as Statutory Auditors of the Company by the shareholders at the ensuing Annual General Meeting.

The observations of the Auditors in their report, read together with the notes on Accounts, are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its ''Cement'' activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr. Somnath Mukherjee, Cost Accountant, (M. No. F5343) as Cost Auditor for auditing the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 60,000/-. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the general meeting for ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Mr. Somnath Mukherjee, Cost Auditors (M.No. 5343) is included in the notice convening the Annual General Meeting.

The Company has received a letter from him to the effect that his re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

The Board of Directors of the Company have appointed M/s. Ranjeet Pandey and Associates, Company Secretaries, (Registration No. F-5922) as the Secretarial Auditor of the Company in relation to the financial year 2014-2015, in terms of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Report of the Secretarial Audit is attached as Annexure B and forms an integral part of this Report.

The comments mentioned in Secretarial Audit Report are self explanatory.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a Corporate Social Responsibility Policy. The Company has undertaken activities as per the CSR Policy (available on Company''s website: www.orientcement.com) and the details are contained in the Annual Report on CSR activities given in Annexure C forming a part of this Report. The Company will continue to support social projects that are consistent with the policy.

The main core areas for Orient Cement Limited''s CSR programs are education and healthcare support. The Company continues to support social causes and has, like in the previous years, made contributions for promotion of education and promoting social good by providing primary healthcare support, during the year. At Orient Cement Limited, we take our social responsibilities as seriously as we do our core business. We seek to maximise the social, environmental and economic impact of our activities.

Our most important responsibility is to fulfil the expectations of our stakeholders and to continuously improve our social, environmental and economical performance while ensuring the sustainability and operational success of our Company.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.20,48,68,760. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 are attached as Annexure D herewith and form an integral part of this Report.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary / Associate.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis. The policy on related party transactions as approved by the Board is uploaded on the Company''s website: www.orientcement.com.The details of transactions entered into with related parties are attached as Annexure E in form AOC-2 that form an integral part of this Report.

DEPOSITS

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure F and form an integral part of this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Whistle Blower Policy is available on the website of the Company: www.orientcement.com.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SEXUAL HARASSMENT POLICY

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".

Up till date, the Company has not received any complaint under the Policy.

RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has developed and implemented the Risk Management Policy. The details of policy are set out in the Corporate Governance Report forming part of the Directors''Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

AWARDS AND RECOGNITIONS

During the year under review, your Company has received many awards for achievements in different areas such as:

Devapur Factory :

* Greentech Safety Award - 2014 Silver Category in Cement Sector

* Mines Safety Awards - 2014;

* Mine Lighting & Electrical installations - 1st Prize

* Afforestation in Mines - 1st Prize

* Publicity & Propaganda - 1st Prize

* Drilling & Blasting - 2nd Prize

* Over all Performance - 3rd Prize

* Reclamation & Rehabilitation - 2nd Prize

* Corporate Social Responsibility - 3rd Prize

* Over all performance - 3rd Prize

* Overall performance 3rd prize in Mines Environment & Mineral Conservation Week - 2014

* Greentech Environment Award - 2014 in GOLD category

* Top Assessee of Central Excise Duty Payer

Jalgaon Factory:

* Highest tax paid award in Jalgaon Chittapur, Project

* Best Safe Poject Site Award from Directorate of Factories & Boilors, Gulbarga Region.

NUMBER OF MEETINGS HELD

The details of Board Meetings and Committee of Board Meetings are given in the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial year 2015-16 have been paid to these exchanges.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Particulars with respect to conservation of energy and technology absorption, pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, for the year ended March 31,2015 are attached as Annexure G and form an integral part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned during the year is Nil and the Foreign Exchange outgo during the year is Rs. 10,342.19 lacs.

GREEN INITIATIVES

With the aim of going green and minimising our impact on the environment, we are sending electronic copies of the Annual Report 2015 and Notice of the 4th AGM to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the 4th AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all the resolutions set forth in the notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2015 and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

h. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitable growth.

The Directors wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

We thank our customers, vendors, investors and bankers for their continued support during the year. We also thank the various Central and State Government Departments, Organisations and Agencies for their continued help and all the co-operation extended by them.

Your Directors look forward to a long term future with confidence.

By order of the Board of Directors For Orient Cement Limited

CK Birla Place: New Delhi Chairman Date: May 8, 2015 (DIN 00118473)

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Mar 31, 2013

The are pleased to present the annual report along with audited accounts of your Company for the year ended 31st March 2013.

Financial results

The financial performance of the Company for the year ended 31st March 2013 is summarised below:

(Rs.in crores)

2012-13 2011-12

Gross sales 1716.70

Total income (net of excise) 1506.28

Earnings before interest, depreciation, amortisation & taxation 323.40 (1.59) Interest/Finance costs 18.71

Profit before depreciation and taxation 304.69 (1.59)

Depreciation 56.05

Net profit before taxation 248.64 (1.59)

Taxation 86.97 (0.52)

Net profit 161.67 (1.07)

Profit brought forward from last year (1.07)

Profit available for appropriations 160.60 (1.07) Appropriations

Transfer to Debenture Redemption Reserve 25.00

Transfer to General Reserve 35.00

Dividend on equity shares 40.97

Corporate dividend tax 6.97

Balance carried to Balance Sheet 52.66

Total 160.60 (1.07)

EPS 7.89 (21.47)

The results for the year under review are not comparable with that of the previous year on account of implementation of the Scheme of Arrangement detailed herein below.

Scheme of Arrangement

The Scheme of Arrangement between Orient Cement Limited and Orient Paper & Industries Ltd., was approved by the Orissa High Court vide its orders dated 27th July, 2012 and 23rd February, 2013. In accordance with the said Scheme of Arrangement, the Cement undertaking of Orient Paper & Industries Ltd., stood transferred and vested in the Company with effect from the appointed

date i.e. 1st April, 2012. The results for the year ended March 31, 2013 are, therefore, not strictly comparable with that of the immediately preceding year.

Share Capital & Listing of Shares

In terms of the aforesaid Scheme of Arrangement, the Company issued and allotted 20,48,68,760 equity shares of Re. 1/- each in the capital of the Company to those

shareholders of Orient Paper & Industries Ltd., holding shares on the record date i.e. 9th March, 2013.

Consequent upon the issue of shares, the Company ceases to be a wholly owned subsidiary of Orient Paper & Industries Ltd.

The Company has made listing applications to the BSE Ltd. and National Stock Exchange of India Ltd. for listing of 20,48,68,760 equity shares of Re. 1/- each. Pending receipt of the listing and trading approval from the Stock Exchanges, the equity shares are suspended for trading.

Dividend

Subject to the shareholders'' and other requisite approvals, your Directors recommend payment of dividend of Rs. 2 per equity share of Re. 1 each (200%) for the year ended 31 March 2013. The cash outflow on account of dividend on equity capital and dividend tax works out to Rs. 4794 lacs, which constitutes 29.65% of our net profit for the year.

Economic climate and our performance

The economic climate in the country has continued to remain challenging and almost all sectors have encountered a slow-down in demand and increase in administered prices. The economy''s growth rate this year is the lowest for a long time. In the infra-structure and project related areas, the delays in getting regulatory approvals, the difficulties in land acquisition and depressed demand conditions have combined to slow down actual investments and growth.

The national demand for cement has remained subdued with growth estimated at just about 5.5%, with sharp differences in different parts of the country. This slower than expected demand has led to an over-supply and lower capacity utilisation which have impacted the price

realisation for all the manufacturers. While prices have remained low compared to the previous year, coal, power and diesel costs have been rising sharply due to the crises in the coal and power sector and due to Government''s decision to do away with diesel subsidies in a phased manner. The lower realisations and the impact of higher costs has had an impact on this year''s profitability of all cement manufacturers.

Within this over-all scenario of the cement industry, the performance of your company can be considered more than satisfactory. While the growth in sales is certainly healthy, given the fact that we essentially operate in Andhra Pradesh and parts of Maharashtra, our realisations too have suffered in line with the market forces. The demand in our markets has been impacted by many factors including the shortage of sand due to suspension of sand mining under judicial orders in both the states in which we operate, and due to severe water shortage and drought conditions affecting large parts of Maharashtra. Despite challenging markets, your company managed to achieve capacity utilisation of over 80% against the industry average of under 70% in our cluster. Further, with our intense focus on our operations and customer- service, we have managed to make progress in gaining market share in our core markets and also in gaining higher efficiencies at our plants including in power and coal consumption. We could not, for obvious reasons, remain immune to the increased procurement prices of coal, power and diesel. As a result, despite growth in market share and better capacity utilisation compared to peers, the PBIT of your company remained depressed, especially in the latter part of the year.

The Captive Power Plant at Devapur stabilised in the second half of 2012-13 and during some months, when the demand from the operations was lower, we successfully managed to sell excess power to the power exchange.

Our Jalgaon cement grinding unit successfully challenged the TPM audit and earned the distinction of being TPM certified.

While the slow demand and market conditions are still continuing, we have focused our efforts on building further on our strong market position in our core markets, expanded our reach by enlarging our distribution network and improving the quality and availability of cement. On the operations side, the plants have been maintained in very good condition with focus on improving efficiencies, house-keeping and safety & environment protection activities.

We are keeping up our efforts towards improving our market position in these times and on being prepared to fully take advantage of the turnaround in the market as and when it comes about.

Meantime, the new green-field 3 million tons per annum integrated cement plant proposed at Chittapur in Gulbarga district in Karnataka has received the environmental clearance (industry) from Ministry of Environment and Forests, Government of India, while the same clearance for mines is still awaited. The equipment selection and ordering is now in progress and the actual construction activity is likely to start very shortly. This plant is proposed to go on stream in the FY 2014-15.

Corporate Governance

Though the company has applied for listing with BSE Limited and National Stock Exchange of India Limited, it is in compliance with Corporate Governance requirement in terms of Clause 49 of the Listing Agreement(s). A report on Corporate Governance is attached and form part of this report.

Sustainable development and environment

We consider sustainable development and environment protection as integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis.

Cash flow analysis

The cash flow statement for the year ended 31st March 2013 is included in the annual accounts.

Statutory matters

Debentures

The funds raised against debentures in the books of the Company were utilised for the purposes as sanctioned.

Directors

Sarvashri Haigreve Khaitan, P. K. Sonthalia, P. C. Agarwala and M. L. Pachisia ceased to be Directors of the Company during the year. The Board places on record its appreciation of the valuable contribution made by the Directors during their tenure as members of our Board.

Shri Rajeev Jhawar was appointed as a Director of the Company w.e.f. 13th August, 2012.

Sarvashri Vinod Kumar Dhall and Rabindranath Jhunjhunwala were co-opted as Additional Directors on the Board of the Company w.e.f. 1st November, 2012 and 25th March, 2013 respectively and hold office till the conclusion of the ensuing Annual General Meeting of the Company. Notices pursuant to Sec 257 of the Companies Act, 1956, have been received from the shareholders proposing Mr. Dhall and Mr. Jhunjhunwala for appointment as Directors of your Company.

Shri C. K. Birla, a Director of the company, retires by rotation at the Annual General Meeting and is eligible for re-election.

Auditors

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants and Auditors of the Company, retire and offer themselves for re-appointment.

Cost auditors

As required under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors are being appointed to conduct cost audits.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Details regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo are furnished in Annexure "A" to this report, pursuant to the provisions of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Directors responsibility statement

Directors'' responsibility statement pursuant to section 217(2AA) of the Companies Act, 1956 are given in Annexure "B" to the annual report.

Note No. 27 appearing in accounts referred to in the Auditors'' Report is self-explanatory.

Particulars of employees

Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956 are given in Annexure "C" to the annual report.

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Company''s endeavours to achieve continuous growth and progress.

By Order of the Board

C.K. BirlA

New Delhi, 2nd May, 2013 Chairman