About Ambuja Cements Ltd

Ambuja Cements Limited, a part of the diversified Adani Group, is among India's leading cement companies, renowned for its hassle-free, homebuilding solutions. The company sells cement under the Ambuja brand. Ambuja Cements Ltd (ACL) was incorporated on 20th October 1981 as Ambuja Cements Pvt. Ltd. The company was established as a joint venture between the public sector Gujarat Industrial Investment Corporation (GIIC) and Narottam Sekhsaria & Associates. In May 19, 1983, the company was rehabilitated into a public limited company. Subsequently, the company name was changed to Gujarat Ambuja Cements Ltd. Further, the name was changed to Ambuja Cements Ltd. Ambuja Cements is a major cement producing company in India. The principal activity of the company is to manufacture and market cement and clinker for both domestic and export markets. The company has 6 integrated cement manufacturing plants and 8 strategically cement grinding units and a a network of more than 50,000 channel partners. Its current manufacturing installed capacity is 31.45 MTPA. It is the first Indian cement manufacturer having a captive port with three terminals along the country's western coastline to facilitate timely, cost effective and environmentally cleaner shipments of bulk cement to its customer. The company has its own fleet of ships. The company subsidiaries include Dang Cement Industries Private Ltd, M.G.T Cements Private Ltd, Chemical Limes Mundwa Private Ltd and Dirk India Pvt. Ltd. In the year 1985, the company set up a cement plant in technical collaboration with Krupp Polysius, Germany, Bakau Wolf and Fuller KCP. During the year 1988-89, the company commissioned the 12.6 MW diesel-generating sets. In the year 1991, the company got necessary approvals for setting up another cement plant with 1 million tonne capacity per annum at Himachal Pradesh. The company undertook bulk cement transportation, by sea, to the major markets of Mumbai, Surat and other deficit zones on the West Coast. In the year 1997, the company started commercial production in Kodinar plant with an enhanced capacity. In the year 1998, they set up a $20 million clinker Grinding unit in Sri Lanka. In the year 2000, giants Larsen & Tubro (L&T) and Gujarat Ambuja Cements entered a unique agreement to reduce transportation costs in dispatching bulk cement in Gujarat. Also, they entered into an annual contract with a Soinhalese firm, Mahaveli Marine Cement, to supply around 2.5 lakh tonnes of cement. In the year 2002, the company started commercial production at Maratha Cement Works plant. In June 2002, they started commercial production in the new 2-million tonne Greenfield cement plant at Chandrapur, Maharashtra. In the year 2004, Ambuja Cement Rajasthan was amalgamated with the company. In February 2005, the company set up a cement mill with a capacity of 80 TPH at Darlaghat and commenced commercial production. They commissioned a captive thermal power plant with two 12 MW Steam Turbo Generators (STG), with two boilers of 45 TPH capacity each at a cost of Rs.94 crore. The first STG was commissioned in February 2005 and the second in May 2005. In July 2005, Indo-Nippon Special Cements Ltd, a subsidiary company was amalgamated with the company. The company set up new clinker capacity at Bhatapara in Chattisgarh and Rauri in Himachal Pradesh, each having a capacity of 2.2 million tonnes per annum at a cost of Rs. 1600 crore. In 2006, Global Cement Major Holcim acquired management control of the company. The company commenced commercial production at two new 2.2 million tonne clinker production lines, at Bhatapara (Chattisgarh) and Rauri (HP) in December 2009 and January 2010 respectively. In February 24, 2010, the company inaugurated their cement plant (grinding unit) at Dadri, Uttar Pradesh with the capacity of 1.5 million tonnes. In March 27, 2010, they inaugurated their cement plant (grinding unit) at Nalagarh, Himachal Pradesh with the capacity of 1.5 million tonnes. During the year, the company commissioned an additional 30 MW captive power unit at Ambujanagar (Gujarat). In October 2010, the company signed an agreement with the Rajasthan State Industrial Development and Investment Corporation, to set up a 2.2 million tonne clinkerisation unit in Nagaur district. In December 2010, the Dadri Grinding Unit in its very first year of operation received the Integrated Management System (IMS) Certification, including ISO 9001:2008, ISO 14001:2004, and OHSAS 18001:2007 by BSI (U.K.). In the year 2011, the company started commercial production in a new cement mill at a cost of approx Rs. 185 crore at Bhatapara plant. Also, they commissioned a new cement mill of 0.9 million tonne cement grinding capacity at Maratha Cement Works plant at a cost of approx Rs 61 crore. The company commissioned a 7.5 MW Wind Mill project in Kutch, Gujarat at a cost of Rs 46 crore. The company increased the installed capacity in Bhatinda grinding unit in Punjab by 0.1 million tonne to reach at 0.6 million tonne. Also, they increased the installed capacity in Farraka grinding unit in West Bengal by 0.25 million tonne to reach at 1.25 million tonnes. In June 2011, the company made strategic investments in Dang Cement Industries Pvt. Ltd, Nepal and acquired 85% shareholding for Rs 19.13 crore to help further expansion of capacity in the northern region of India and Nepal. In September 2011, they acquired 60% shareholding in Dirk India Pvt Ltd, Maharashtra Rs. 16.51 crore. The company entered into a joint venture for speciality cement manufacturing facility in Goa with Counto Microfine Products Pvt Ltd. On 24 July 2013, the Board of Directors of Ambuja Cements approved a proposal to acquire 50.01% stake in ACC. It was decided that Ambuja would first acquire from Holderind Investments Ltd., Mauritius (Holcim), a 24% stake in Holcim India for a cash consideration of Rs. 3500 crore, followed by a merger of Holcim India into Ambuja. On 10th July, 2015 Holcim Ltd. Switzerland and Lafarge SA, France announced the completion of their global merger to create LafargeHolcim Ltd. (LH), a world leader in cement and building material industry. LH is present in 90 countries with around 1,15,000 employees. LH is the ultimate holding Company and Ambuja continues to receive all-round support from them in various facets of the Company's business and support functions. On 24 May 2016, Ambuja Cement announced the completion of its Rs 338-crore expansion project at its Sankrail grinding unit near Kolkata, thereby raising the capacity of the unit to 2.4 million tonne per annum from 1.5 million tonne per annum. On 15 November 2016, Ambuja Cement's overseas parent company LafargeHolcim announced that its subsidiary Holderind Investments Ltd. has increased its shareholding in Ambuja Cement Ltd. to 63.11% post the acquisition of additional 3.91 crore shares. During the year, one non-functional subsidiary viz. Kakinada Cements Ltd. was dissolved and the name of the company has been struck off from the Registrar of Companies, Gujarat under the easy exit scheme. As reported elsewhere, with the effectiveness of the Scheme of Amalgamation with Holcim India Pvt. Ltd., ACC Limited (along with its subsidiaries), has become the subsidiary of the company with effect from. 12th August 2016. On 29 April 2017, Ambuja Cement announced the launch of a superior composite cement product for better sustainability under the brand Ambuja Compocem. Ambuja Cement's Board of Directors at its meeting held on 5 May 2017 approved constitution of a special committee of directors with majority of independent directors to explore the possibility of a merger of Ambuja Cement and ACC. During the year 2018, the company allotted 58,44,17,928 equity shares of the face value of Rs.2 each under the Scheme of Amalgamation with Holcim India Pvt. Ltd. (HIPL) to the shareholders of HIPL. At the same time, 150,670,120 equity shares, which were held by HIPL, were cancelled as cross holding in terms of the said Scheme. As a result of the allotment of new equity shares and cancellation of cross holding, the equity share capital has increased from Rs.3,103,794,842 divided into 1,551,897,421 equity shares of Rs.2 each to Rs.3,971,290,458 divided into 1,985,645,229 equity shares of Rs.2 each. In FY 2018, Company acquired a coal block at Gare- Palma sector IV/8 in Chattisgarh at an e-auction of coal blocks conducted by the Govt. of India. Open cast mining and commercial production commenced in April & October 2018, respectively. The mines development-cum-operation (MDO) contract has been finalized and site development activities are at an advanced stage.To ensure adequate availability of dry fly ash for the north cluster, the Company has established a ' fly ash dryer' at Ropar at an investment of Rs. 20 crores and it is under stabilization. In FY'19, Company launched 14 new products & services. These products include 8 types of Ready Mix Concrete (RMX) and plaster application based products (RoofCrete, SuperCrete, FibreCrete, ColumnCrete, FoundationCrete, FibrePlast, Plazto, BagCrete), 5 decor, leakage-proofing and tile adhesive application based solution products (Ambuja Tilocol VT, Ambuja Tilocol MT, Ambuja Tilocol ST, Ambuja SeelanSeal, Ambuja ColorSave Wall Putty) and 1 PPC cement product (Ambuja Kawach) with high strength and water shielding properties. During 2021, Company commissioned its integrated greenfield facility at Marwar, in Rajasthan, enhancing the annual clinker capacity by 3 MTPA and the cement capacity by 1.8 MTPA. It has finalised on brownfield expansion of 1.5 MTPA cement at the existing plant in Ropar, Punjab. It further has embarked on next phase of capacity expansion with a 3.2 MTPA brownfield clinker capacity in Bhatapara and cement grinding units with a total capacity of 7 MTPA in Farakka and Sankrail (existing units), and Barh (new greenfield location). The estimated capex for these projects is Rs. 3,500 crore. To secure limestone needs of the Maratha Cement Works plant in Chandrapur, Maharashtra, it acquired a new mining lease at the Nandgaon Ekodi mine. In FY'21, to meet the limestone requirement, the Company invested Rs. 77 crores to purchase 50 hectares of land in Darlaghat, Ambujanagar & Bhatapara. To ensure adequate availability of dry fly ash, it is presently setting up fly ash dryers/hot air generators at Ropar and Bathinda (Punjab), Nalagarh (Himachal Pradesh), Dadri (Uttar Pradesh), Roorkee (Uttarakhand) and Rabriyawas (Rajasthan) with an estimated investment of Rs. 140 crore. To secure the long-term limestone requirement for the Ambujanagar plant in Gujarat, it acquired a new mining lease at Lodhva. To strengthen logistical capability and enhance customer outreach, a new railway siding project at Rabriyawas has been commissioned at a total investment of ~ Rs. 210 crore. Clinker and cement despatch by rail have commenced their operations from October 2021. During FY'21, Company installed robotic lab for real time quality monitoring and control of cement manufacturing at Marwar and Cross Belt Analyser for real time quality check of input limestone from mines. It implemented Technical Information System (TIS) for production and lab data information. It made use of molecule-based grinding aid to improve the strength of cement and optimised SO3 across location to improve strength. It made qualitative and quantitative identification of clinker phases for strength optimisation using X-ray Defraction Meter (XRD). In 2021, it added six new plants for Ambuja Cool Walls manufacturing, reaching a total of 18 plants pan-India and started supplying product from four more plants located at Bhatapara, Dadri, Ropar and Darlaghat. As of 31st December 2021, the company has 6 direct subsidiaries, 1 joint venture and 1 joint operation. During the FY 2022-23, the Company became a part of the Adani Group, as Holcim divested their entire shareholding and control in the Company by way of transfer of 100% shareholding of Holderind Investments Limited (Holderind) to Endeavour Trade and Investment Ltd., a company belonging to Adani Group (Endeavour). And therefore, Endeavour became one of the Promoter of the Company along with Holderind. With the change in the promoters, there was a change in the Management of Company. The Company had incorporated two wholly owned Subsidiaries i.e. Ambuja Shipping Services Ltd. and Ambuja Resources Ltd. during FY 2022-23. M/s. Dirk India Private Limited has ceased to be subsidiary of the Company during the FY 2022-23 due to its merger with the Company and M/s. Dang Cement Industries Private Limited ceased to be subsidiary of the Company during the FY 2022-23 due to the divestment made by the Company. During 2023, the Company commissioned a 3.0 MTPA integrated Plant and 1.8 MTPA cement grinding capacity at Marwar in Rajasthan.

Ambuja Cements Ltd Chairman Speech

In Step with India's Progress

Our entry into the cement business was yet another step towards capitalising on our market presence and building branded businesses that allow us to move closer towards the end consumer and lend greater credibility to the Adani brand name."

Dear Shareholders,

It gives me immense pleasure to write to you for the first time since Ambuja Cements became part of the Adani Group.

Making the Choice

Over the past decade, I have stated numerous times about the strong position India has created for itself. Investments are a matter of belief, and it is my belief that the next three decades will belong to India as it makes its way to becoming a 30 trillion-dollar economy by 2050. This is increasingly evident from the growth India is already witnessing. In this journey, a key catalyst for India's growth story will continue to remain the massive capital investments that will go into building infrastructure. Investment in infrastructure typically has over twice the multiplier impact as compared to tax cuts or other forms of fiscal stimulus and thereby, has a larger all round development impact on society. At a very basic principle level, almost every physical infrastructure project requires cement. Therefore, entering the cement business was a natural choice that complemented our plans and our fundamental beliefs about the growth prospects of India.

Also, much of our strategic expansion objectives have almost always been based on entering adjacent spaces that complement our existing businesses. Given that cement margins have significant dependence on the cost of energy (increasingly green energy) and logistics costs, our very strong presence in both these adjacent sectors helped drive our investment decision.

Adani and the Power of the Ambuja Brand

Over the past decade, we have increasingly gravitated from being a pure B2B player to a B2B2C player that builds on much greater brand awareness. Some examples of these have been our Airports business, Electricity Distribution business, Real Estate business, Edible Oil and Foods business, and Gas Distribution business. Our entry into the cement business was yet another step towards capitalising on our market presence and building branded businesses that allow us to move closer towards the end consumer and lend greater credibility to the Adani brand name. In this context, I must say that I have always been a big admirer of the Ambuja brand.

Growing up, my generation witnessed Ambuja Cement's remarkable ability to transform what is typically perceived as a mundane commodity into an iconic brand, that is familiar and loved by every Indian. The narratives and the witty advertising that Ambuja Cement has used over the past decade, to first draw attention through humour, and then win the trust of the customer with a reliable product, are legendary and there is much for us to learn and apply to the broader Adani brand. I will never forget the masterful and hilarious advertisement of two estranged brothers separated by a wall and unable to get back together despite trying every possible method to break the separating wall.

"Bhaiyaaaa, ye deewar toot ti kyu nahi", cries one brother and only to be rebuffed by a voiceover that says "Tootegi kaise, Ambuja Cement se jo bani hai". I see this as one of the most unforgettable ads ever on Indian TV. This continuing strength of the brand was recently further validated when TRA Research recognised Ambuja Cements among India's ‘Most Trusted Cement Brands' in its 2023 Brand Trust Report.

Path Forward

The philosophy of the Adani Group has been one about growth. Our growth statistics and expansion into multiple adjacent sectors speak for themselves. In this context, we are adopting a three-pronged approach to growth for our cement business. The first is to double our plant capacity with the emphasis being on green cement. Our significant presence in the green energy business as well as utilisation of our fly ash, where possible from our power generation business, aligns well with this approach. We have therefore committed to start by adding 14 million metric tonnes of green cement to our capacity in the next 24 months. The second is to drive much greater operational efficiency to expand margins. Here again, our understanding and presence in the ports and logistics businesses, as well as the power generation business, gives us a significant advantage.

The third and final approach will see us investing in the branding and marketing strategy to take advantage of the strong equity of the Ambuja Cement brand, as well as focus on strengthening the distributor and dealer network. Not surprisingly, we have also embarked on an ambitious digital strategy and making investments where value, and not just volume, drive the next phase of growth.

Plants that leverage digitisation and advanced analytics to enable real-time decision-making by using techniques like digital twinning, optimisation and operations research, and dynamic price discovery processes, are just some of the math-based advanced techniques that we have started deploying as we build out one of the world's most advanced industry clouds to manage our distributed cement manufacturing.

We expect digitisation to be a significant multiplier to our cement growth strategy. Also, when it comes to sustainability, cement companies have a dual challenge in the future – pushing towards a low-emission future while preventing price escalation. Investments in new capital infrastructure, Carbon Capture, Utilisation and Storage (CCUS) technologies and alternative fuel sources can enable decarbonisation but also drive up the costs. Therefore, continued innovation will be key to finding the path to sustainability in cement production. Hence, our focus will not be limited to just making greener cement but also addressing the issue of R&D, operations excellence, economies of scale, and sustainability across the entire cement supply chain. In this context, I must compliment Ambuja Cement as it is also the only cement maker that has been recognised for its leadership in water security by the United Nations Global Compact Network of India.

Ethos Help Cements Values

The ethos of a company speaks of its character, beliefs, and values. In the case of the Adani Group, its ethos is rooted in three core values that define our character - Courage, Trust, and Commitment. These values collectively lay the foundation of our belief in ‘Nation Building'. Courage is our ability to dream bigger – every single day, Trust is our ability to empower our employees – every single day and Commitment is our ability to deliver on our promises – every single day. Our mission is to do our part to build the new India, just as was the dream of Ambuja Cement. We further cemented this collective dream the day we made the 10,000 proud Ambuja & ACC employees a part of the Adani Parivar.

Growing up, my generation witnessed Ambuja Cement's remarkable ability to transform what is typically perceived as a mundane commodity into an iconic brand, that is familiar and loved by every Indian."

Ambuja Cements Ltd Company History

Ambuja Cements Limited, a part of the diversified Adani Group, is among India's leading cement companies, renowned for its hassle-free, homebuilding solutions. The company sells cement under the Ambuja brand. Ambuja Cements Ltd (ACL) was incorporated on 20th October 1981 as Ambuja Cements Pvt. Ltd. The company was established as a joint venture between the public sector Gujarat Industrial Investment Corporation (GIIC) and Narottam Sekhsaria & Associates. In May 19, 1983, the company was rehabilitated into a public limited company. Subsequently, the company name was changed to Gujarat Ambuja Cements Ltd. Further, the name was changed to Ambuja Cements Ltd. Ambuja Cements is a major cement producing company in India. The principal activity of the company is to manufacture and market cement and clinker for both domestic and export markets. The company has 6 integrated cement manufacturing plants and 8 strategically cement grinding units and a a network of more than 50,000 channel partners. Its current manufacturing installed capacity is 31.45 MTPA. It is the first Indian cement manufacturer having a captive port with three terminals along the country's western coastline to facilitate timely, cost effective and environmentally cleaner shipments of bulk cement to its customer. The company has its own fleet of ships. The company subsidiaries include Dang Cement Industries Private Ltd, M.G.T Cements Private Ltd, Chemical Limes Mundwa Private Ltd and Dirk India Pvt. Ltd. In the year 1985, the company set up a cement plant in technical collaboration with Krupp Polysius, Germany, Bakau Wolf and Fuller KCP. During the year 1988-89, the company commissioned the 12.6 MW diesel-generating sets. In the year 1991, the company got necessary approvals for setting up another cement plant with 1 million tonne capacity per annum at Himachal Pradesh. The company undertook bulk cement transportation, by sea, to the major markets of Mumbai, Surat and other deficit zones on the West Coast. In the year 1997, the company started commercial production in Kodinar plant with an enhanced capacity. In the year 1998, they set up a $20 million clinker Grinding unit in Sri Lanka. In the year 2000, giants Larsen & Tubro (L&T) and Gujarat Ambuja Cements entered a unique agreement to reduce transportation costs in dispatching bulk cement in Gujarat. Also, they entered into an annual contract with a Soinhalese firm, Mahaveli Marine Cement, to supply around 2.5 lakh tonnes of cement. In the year 2002, the company started commercial production at Maratha Cement Works plant. In June 2002, they started commercial production in the new 2-million tonne Greenfield cement plant at Chandrapur, Maharashtra. In the year 2004, Ambuja Cement Rajasthan was amalgamated with the company. In February 2005, the company set up a cement mill with a capacity of 80 TPH at Darlaghat and commenced commercial production. They commissioned a captive thermal power plant with two 12 MW Steam Turbo Generators (STG), with two boilers of 45 TPH capacity each at a cost of Rs.94 crore. The first STG was commissioned in February 2005 and the second in May 2005. In July 2005, Indo-Nippon Special Cements Ltd, a subsidiary company was amalgamated with the company. The company set up new clinker capacity at Bhatapara in Chattisgarh and Rauri in Himachal Pradesh, each having a capacity of 2.2 million tonnes per annum at a cost of Rs. 1600 crore. In 2006, Global Cement Major Holcim acquired management control of the company. The company commenced commercial production at two new 2.2 million tonne clinker production lines, at Bhatapara (Chattisgarh) and Rauri (HP) in December 2009 and January 2010 respectively. In February 24, 2010, the company inaugurated their cement plant (grinding unit) at Dadri, Uttar Pradesh with the capacity of 1.5 million tonnes. In March 27, 2010, they inaugurated their cement plant (grinding unit) at Nalagarh, Himachal Pradesh with the capacity of 1.5 million tonnes. During the year, the company commissioned an additional 30 MW captive power unit at Ambujanagar (Gujarat). In October 2010, the company signed an agreement with the Rajasthan State Industrial Development and Investment Corporation, to set up a 2.2 million tonne clinkerisation unit in Nagaur district. In December 2010, the Dadri Grinding Unit in its very first year of operation received the Integrated Management System (IMS) Certification, including ISO 9001:2008, ISO 14001:2004, and OHSAS 18001:2007 by BSI (U.K.). In the year 2011, the company started commercial production in a new cement mill at a cost of approx Rs. 185 crore at Bhatapara plant. Also, they commissioned a new cement mill of 0.9 million tonne cement grinding capacity at Maratha Cement Works plant at a cost of approx Rs 61 crore. The company commissioned a 7.5 MW Wind Mill project in Kutch, Gujarat at a cost of Rs 46 crore. The company increased the installed capacity in Bhatinda grinding unit in Punjab by 0.1 million tonne to reach at 0.6 million tonne. Also, they increased the installed capacity in Farraka grinding unit in West Bengal by 0.25 million tonne to reach at 1.25 million tonnes. In June 2011, the company made strategic investments in Dang Cement Industries Pvt. Ltd, Nepal and acquired 85% shareholding for Rs 19.13 crore to help further expansion of capacity in the northern region of India and Nepal. In September 2011, they acquired 60% shareholding in Dirk India Pvt Ltd, Maharashtra Rs. 16.51 crore. The company entered into a joint venture for speciality cement manufacturing facility in Goa with Counto Microfine Products Pvt Ltd. On 24 July 2013, the Board of Directors of Ambuja Cements approved a proposal to acquire 50.01% stake in ACC. It was decided that Ambuja would first acquire from Holderind Investments Ltd., Mauritius (Holcim), a 24% stake in Holcim India for a cash consideration of Rs. 3500 crore, followed by a merger of Holcim India into Ambuja. On 10th July, 2015 Holcim Ltd. Switzerland and Lafarge SA, France announced the completion of their global merger to create LafargeHolcim Ltd. (LH), a world leader in cement and building material industry. LH is present in 90 countries with around 1,15,000 employees. LH is the ultimate holding Company and Ambuja continues to receive all-round support from them in various facets of the Company's business and support functions. On 24 May 2016, Ambuja Cement announced the completion of its Rs 338-crore expansion project at its Sankrail grinding unit near Kolkata, thereby raising the capacity of the unit to 2.4 million tonne per annum from 1.5 million tonne per annum. On 15 November 2016, Ambuja Cement's overseas parent company LafargeHolcim announced that its subsidiary Holderind Investments Ltd. has increased its shareholding in Ambuja Cement Ltd. to 63.11% post the acquisition of additional 3.91 crore shares. During the year, one non-functional subsidiary viz. Kakinada Cements Ltd. was dissolved and the name of the company has been struck off from the Registrar of Companies, Gujarat under the easy exit scheme. As reported elsewhere, with the effectiveness of the Scheme of Amalgamation with Holcim India Pvt. Ltd., ACC Limited (along with its subsidiaries), has become the subsidiary of the company with effect from. 12th August 2016. On 29 April 2017, Ambuja Cement announced the launch of a superior composite cement product for better sustainability under the brand Ambuja Compocem. Ambuja Cement's Board of Directors at its meeting held on 5 May 2017 approved constitution of a special committee of directors with majority of independent directors to explore the possibility of a merger of Ambuja Cement and ACC. During the year 2018, the company allotted 58,44,17,928 equity shares of the face value of Rs.2 each under the Scheme of Amalgamation with Holcim India Pvt. Ltd. (HIPL) to the shareholders of HIPL. At the same time, 150,670,120 equity shares, which were held by HIPL, were cancelled as cross holding in terms of the said Scheme. As a result of the allotment of new equity shares and cancellation of cross holding, the equity share capital has increased from Rs.3,103,794,842 divided into 1,551,897,421 equity shares of Rs.2 each to Rs.3,971,290,458 divided into 1,985,645,229 equity shares of Rs.2 each. In FY 2018, Company acquired a coal block at Gare- Palma sector IV/8 in Chattisgarh at an e-auction of coal blocks conducted by the Govt. of India. Open cast mining and commercial production commenced in April & October 2018, respectively. The mines development-cum-operation (MDO) contract has been finalized and site development activities are at an advanced stage.To ensure adequate availability of dry fly ash for the north cluster, the Company has established a ' fly ash dryer' at Ropar at an investment of Rs. 20 crores and it is under stabilization. In FY'19, Company launched 14 new products & services. These products include 8 types of Ready Mix Concrete (RMX) and plaster application based products (RoofCrete, SuperCrete, FibreCrete, ColumnCrete, FoundationCrete, FibrePlast, Plazto, BagCrete), 5 decor, leakage-proofing and tile adhesive application based solution products (Ambuja Tilocol VT, Ambuja Tilocol MT, Ambuja Tilocol ST, Ambuja SeelanSeal, Ambuja ColorSave Wall Putty) and 1 PPC cement product (Ambuja Kawach) with high strength and water shielding properties. During 2021, Company commissioned its integrated greenfield facility at Marwar, in Rajasthan, enhancing the annual clinker capacity by 3 MTPA and the cement capacity by 1.8 MTPA. It has finalised on brownfield expansion of 1.5 MTPA cement at the existing plant in Ropar, Punjab. It further has embarked on next phase of capacity expansion with a 3.2 MTPA brownfield clinker capacity in Bhatapara and cement grinding units with a total capacity of 7 MTPA in Farakka and Sankrail (existing units), and Barh (new greenfield location). The estimated capex for these projects is Rs. 3,500 crore. To secure limestone needs of the Maratha Cement Works plant in Chandrapur, Maharashtra, it acquired a new mining lease at the Nandgaon Ekodi mine. In FY'21, to meet the limestone requirement, the Company invested Rs. 77 crores to purchase 50 hectares of land in Darlaghat, Ambujanagar & Bhatapara. To ensure adequate availability of dry fly ash, it is presently setting up fly ash dryers/hot air generators at Ropar and Bathinda (Punjab), Nalagarh (Himachal Pradesh), Dadri (Uttar Pradesh), Roorkee (Uttarakhand) and Rabriyawas (Rajasthan) with an estimated investment of Rs. 140 crore. To secure the long-term limestone requirement for the Ambujanagar plant in Gujarat, it acquired a new mining lease at Lodhva. To strengthen logistical capability and enhance customer outreach, a new railway siding project at Rabriyawas has been commissioned at a total investment of ~ Rs. 210 crore. Clinker and cement despatch by rail have commenced their operations from October 2021. During FY'21, Company installed robotic lab for real time quality monitoring and control of cement manufacturing at Marwar and Cross Belt Analyser for real time quality check of input limestone from mines. It implemented Technical Information System (TIS) for production and lab data information. It made use of molecule-based grinding aid to improve the strength of cement and optimised SO3 across location to improve strength. It made qualitative and quantitative identification of clinker phases for strength optimisation using X-ray Defraction Meter (XRD). In 2021, it added six new plants for Ambuja Cool Walls manufacturing, reaching a total of 18 plants pan-India and started supplying product from four more plants located at Bhatapara, Dadri, Ropar and Darlaghat. As of 31st December 2021, the company has 6 direct subsidiaries, 1 joint venture and 1 joint operation. During the FY 2022-23, the Company became a part of the Adani Group, as Holcim divested their entire shareholding and control in the Company by way of transfer of 100% shareholding of Holderind Investments Limited (Holderind) to Endeavour Trade and Investment Ltd., a company belonging to Adani Group (Endeavour). And therefore, Endeavour became one of the Promoter of the Company along with Holderind. With the change in the promoters, there was a change in the Management of Company. The Company had incorporated two wholly owned Subsidiaries i.e. Ambuja Shipping Services Ltd. and Ambuja Resources Ltd. during FY 2022-23. M/s. Dirk India Private Limited has ceased to be subsidiary of the Company during the FY 2022-23 due to its merger with the Company and M/s. Dang Cement Industries Private Limited ceased to be subsidiary of the Company during the FY 2022-23 due to the divestment made by the Company. During 2023, the Company commissioned a 3.0 MTPA integrated Plant and 1.8 MTPA cement grinding capacity at Marwar in Rajasthan.

Ambuja Cements Ltd Directors Reports

TO THE MEMBERS

The Board of Directors are pleased to present your Company's 40th Annual Report on business and operations, together with the audited financial statements (consolidated as well as standalone) for the fifteen months period ended March 31, 2023 (FY 2022-23).

1. FINANCIAL PERFORMANCE 2022-2023

(Rs In Crores)

The performance of the current year is not comparable to that of the previous year due to change in accounting period,as current year comprises of a period of 15 months as against 12 months of the previous year.

2. CHANGE OF MANAGEMENT – ENTRY OF ADANI GROUP

During the FY 2022-23, your Company became a part of the Adani Group, as Holcim divested their entire shareholding and control in your Company by way of transfer of 100% shareholding of Holderind Investments Limited (Holderind) to Endeavour Trade and Investment Ltd., a company belonging to Adani group (Endeavour). In view of the above, Endeavour also became one of the Promoter of your Company along with Holderind.

With the change in the promoters, there was a change in the Management of your Company. Your Company also revised its Financial year from January- December to April-March to comply with the provisions of the Companies Act, 2013. Accordingly, the financial performance presented is for a period of 15 months i.e. from January 01, 2022 to March 31, 2023.

3. OVERVIEW OF COMPANY`S OPERATIONAL AND PERFORMANCE HIGHLIGHTS

• Consolidated income, comprising Revenue from Operations and other income, for the FY 2022-23 was ` 39,675 as against ` 29,318 Crore in 2021.

• Consolidated Profit before Tax for the FY 2022-23 was ` 3,729 Crore vis-?-vis ` 5,164 Crore in 2021.

• Consolidated Profit after Tax for the FY 2022-23 was ` 3,024 Crore compared to

` 3,711 Crore in 2021.

• Cement production is 67.06 Million tonnes in 2022-23 as against 52.81 Million Tonnes in 2021.

• Cement Sales Volume is 67.60 Million tonnes in FY 2022-23 as against 53.23 Million Tonnes in 2021.

• The net sales in cement is ` 38,398 Crore in FY 2022-23 as against ` 28,548 Crore in 2021.

4. DIVIDEND

Your Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. In view of the strong operational and financial performance during the FY 2022-23 under review, the Board of Directors is pleased to recommend a dividend of 2.50 per share (125%) for the period ended March 31, 2023. This represents a pay-out ratio of 19.4%.

The Dividend payment is in accordance with your Company`s Dividend Distribution Policy. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘the Listing Regulations'). This policy is available on your Company's website at https://www.ambujacement. com/Upload/PDF/8.-Dividend-distribution-policy.pdf.

5. CAPITAL STRUCTURE OF YOUR COMPANY

Your Company's paid-up equity share capital continues to stand at ` 397.13 Crore as on March 31, 2023. During the FY 2022-23, your Company has issued 477,478,249 (Forty Seven Crores Seventy Four Lakhs Seventy Eight Thousand Two Hundred Forty Nine) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of ` 2/- each (‘Warrants') at a price of ` 418.87 each payable in cash (‘Warrants Issue Price'), aggregating upto ` 20,001 crore. The warrant holders have paid 25% of the warrant issue price and have options to convert the warrants within a period of 18 months i.e by April 18, 2024.

Your Company does not have any scheme for the issue of shares, including sweat equity to the Employees or Directors of your Company.

6. TRANSFER TO RESERVES

Your Company has not transferred any amount to the Reserves for the period ended March 31, 2023.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the period under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") is presented in a separate section, forming part of this Annual Report.

8. CAPACITY EXPANSION AND NEW PROJECTS

Your Company's current installed capacity is 31.45 MTPA. Detailed information on capacity expansion and new projects is covered in the report on

Management Discussion and Analysis forming part of this Annual Report.

9. CREDIT RATING

As in the previous years, CRISIL, the reputed rating agency, has given the highest credit rating of AAA/ STABLE for the long-term and A1+for the short-term financial instruments of your Company. This reaffirms the reputation and trust your Company has earned for its sound financial management and its ability to meet its financial obligations.

10. DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022- 23 or the previous financial years. Your Company did not accept any deposit during the period under review.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements (Refer Note No. 54)

12.1 Internal audit and its adequacy

The scope and authority of the internal audit function is defined in the Internal Audit Charter. To maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee.

At the beginning of each financial year, a risk-based annual audit plan is rolled out after it is approved by the Audit Committee. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. The Internal Audit function, consisting of professionally qualified accountants, engineers, Fraud Risk and Information Technology audit specialists, is adequately skilled and resourced to deliver audit assurances at highest levels.

Based on the reports of internal audit function, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

12.2 Internal Controls over Financial Reporting

Your Company's internal financial controls are commensurate with the scale and complexity of its operations. The controls were tested during the FY 2022-23 and no reportable material weaknesses either in their design or operations were observed.

Your Company has put in place robust policies and procedures, which inter-alia, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors.

13. WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for its employees and Directors to report concerns about any unethical and improper activity, without fear of retaliation. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower policy is uploaded on the website of your Company at https://www.ambujacement.com/Upload/PDF/3.-Whistle-Blower-Policy_New.pdf. The Audit Committee monitors and reviews the investigations of the whistle blower complaints. During the FY 2022-23 under review, 20 complaints were received under Whistle Blower Policy and were resolved after investigation.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As of March 31, 2023, your Company has six subsidiaries, one joint venture and one joint operation. Your Company had incorporated two wholly owned Subsidiaries i.e. Ambuja Shipping Services Ltd. and Ambuja Resources Ltd. during FY 2022-23.

M/s. Dirk India Private Limited ceased to be the subsidiary of your Company during the FY 2022-23 due to its merger with the Company and M/s. Dang Cement Industries Private Limited ceased to be the subsidiary of your Company during the FY 2022-23 due to the divestment made by the Company. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of your Company and a separate statement containing the salient features of Financial Statement of subsidiary, joint venture and joint operation entities in Form AOC-1, which forms part of this Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary / joint venture companies shall be made available to the shareholders of the holding and subsidiary / joint venture companies seeking such information on all working days during business hours. The financial statements of the subsidiary / joint venture companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary / joint venture companies concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiary joint venture, are available on website of your Company at www.ambujacement.com under the ‘Investors' section.

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy is available on your Company's website (www.ambujacement.com/investors) Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

15.1 Directorate

As of March 31, 2023, your Company's Board had eight members comprising of three Non Executive and Non-Independent Directors, one Executive Director and four Independent Directors including one woman Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During the FY 2022-23, following changes took place:

A. Appointments/Re-appointments

With effect from September 16, 2022, the Board was re-constituted as under: Mr. Gautam Adani - Non-Executive Chairman, Mr. Karan Adani-Non-Executive Director, Mr. M R Kumar - Nominee Director (LIC nominee), Mr. Rajneesh Kumar - Independent Director, Mr. Ameet Desai - Independent Director, Mr. Maheshwar Sahu - Independent Director and Ms. Purvi Seth - Independent Director, were appointed.

Mr. Ajay Kapur was appointed as Whole Time Director and CEO, by the Members at the Extra Ordinary General Meeting held on October 08, 2022 with effect from September 17, 2022 to November 30, 2025.

Mr. N. S. Sekhsaria, Chairman & Non-Executive, Non-Independent Director tendered his resignation from the position of Chairman and Director of your Company w.e.f. September 16, 2022 in order to focus on other interests and endeavours. In recognition of his outstanding and invaluable contributions, Mr. Sekhsaria was appointed as "Chairman Emeritus" of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Karan Adani (DIN: 03088095 ) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

B. Cessation

The Holcim representatives on the Board – Mr. Jan Jenisch, Mr. Martin Kriegner, Mr. Christof Hassig, Ms. Then Hwee Tan, Mr. Ramanathan Muthu, Mr. Ranjit Shahani, Mr. Mario Gross resigned w.e.f September 16, 2022 due to transfer of ownership of Holderind to Endeavour.

Mr. Praveen Kumar Molri and Mr. Arun Kumar Anand representatives of Life Insurance Corporation (LIC) tendered their resignation w.e.f. April 28, 2022 and September 15, 2022 respectively, pursuant to the withdrawal of their nominations by LIC.

The Independent Directors –Mr. Nasser Munjee, Mr. Shailesh Haribhakti, Mr. Rajendra Chitale and Dr. Omkar Goswami also resigned from your Company w.e.f. September 16, 2022 due to change of control of your Company.

Ms Shikha Sharma - Independent Director resigned for personal reasons w.e.f September 16, 2022.

The Board placed on record its appreciation for the valuable services rendered by all outgoing Directors.

15.2 Key Managerial Personnel

During the FY 2022-23 under review Mr. Neeraj Akhoury, Managing Director & CEO and Ms. Rajani Kesari, Chief Financial Officer resigned w.e.f September 16, 2022. Mr. Rajiv Gandhi, Company Secretary resigned w.e.f December 15, 2022 from your Company.

The Board placed on record its appreciation for the valuable services rendered by Mr. Neeraj Akhoury, Ms. Rajani Kesari and Mr. Rajiv Gandhi Your Company appointed Mr. Vinod Bahety as Chief

Financial Officer and Mr Ajay Kapur as Whole Time Director & CEO w.e.f September 17, 2022.

15.3 Independent Directors

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

The Board is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, mining and mineral industries and e-marketing and they hold highest standards of integrity.

15.4 Board effectiveness a. Familiarisation programme for Independent Directors

Over the years, your Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter-alia includes providing an overview of the cement industry, your Company's business model, the risks and opportunities, the new products, innovation, sustainability measures, digitization measures etc.

Details of the familiarisation programme are explained in the Report on Corporate Governance and are also available on your Company's website and can be accessed at https://www.ambujacement.com/Upload/ PDF/8.-Familiarization-programme.pdf

b. Formal annual evaluation

The Board carries out its annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management, Stakeholders' Relationship, CSR Committees as mandated under the Act and SEBI Listing Regulations, as amended from time to time. The criteria applied in the evaluation process are explained in the Report on Corporate Governance, which forms part of this Annual Report.

15.5 Remuneration policy and criteria for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Leadership positions

Your Company has in place, a policy for remuneration of Directors, Key Managerial Personnel and Members of the Managing Committee (‘ManCom') as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel and ManCom.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination

& Remuneration Committee and the Board while selecting candidates. The policy on remuneration of Directors, Key Managerial Personnel is available at the website of your Company and can be accessed at https://www.ambujacement.com/Upload/PDF/4.-Remuneration-Policy.pdf The Board has also formulated and adopted the policy on the ‘Diversity of the Board'. The details of the same are available at the website of your Company and the weblink is provided in Annexure-1 to this report.

16. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time.

During the FY 2022-23, 10 Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of this Annual Report.

During the FY 2022-23 under review, with an objective of further strengthening the governance standards so as to match with internationally accepted better practices,theBoardhadreconstitutedcertainexisting Committees to bring more independence; constituted certain new Committees and Sub-committees; and amended / adopted the terms of reference of the said Committees. Most of the Committees consist of majority of Independent Directors. All Committees are chaired by an Independent Director. Details of the various Committees constituted by the Board, including the Committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

17. Independent Directors' Meeting

The Independent Directors met on 30th March, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as

Annexure-2.

The CSR Policy and CSR Plan as recommended by the CSR Committee and as approved by the Board is available on the website of your Company and can be accessed at https://www.ambujacement.com/Upload/ PDF/1.-Corporate-Social-Responsibility-Policygh.pdf Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilised for the purpose and in the manner approved by the Board of the Company.

19. RISK MANAGEMENT FRAMEWORK

Your Company's governance structure has well-defined roles and responsibilities, which enable and empower the Management to identify, assess and leverage business opportunities and manage risks effectively. There is also a comprehensive framework for strategic planning, implementation and performance monitoring of the business plan, which inter-alia includes a well-structured Business Risk Management process. To systematically identify risks and opportunities and monitor their movement, a heat map has been designed comprising two (2) parameters: a) likelihood of the event and b) the impact it is expected to have on your Company's operations and performance.

The risks that fall under the purview of high likelihood and high impact are identified as key risks. This structured process in identifying risks supports the ManCom in strategic decision-making and in the development of detailed mitigation plans. The identified risks are then integrated into your Company's planning cycle, which is a rolling process to, inter-alia periodically review the movement of the risks on the heat map and the effectiveness of the mitigation plan.

The detailed section on key business risks and opportunities forms part of Management Discussion and Analysis Report, which forms part of this Annual Report.

20. TRANSACTIONS WITH RELATED PARTIES

Your Company has developed a Related Party Transactions (‘RPTs') Manual and Standard Operating Procedures to identify and monitor RPTs.

All transactions with related parties are placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the RPTs, which are foreseeable and repetitive. The RPTs are entered with prior approvals of the Audit Committee and the same are subject to audit. A statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the WTD &CEO and the CFO.

All transactions with related parties during the FY 2022-23 were on arm's length basis and were in the ordinary course of business. The details of the material related-party transactions entered into during the FY 2022-23 as per the policy on RPTs approved by the Board have been reported in Form AOC 2, which is given in Annexure-3 to this Report. None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions vis-?-vis your Company.

Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders. No loans / investments to / in the related party have been written off or classified as doubtful during the year under review.

The policy on RPTs as approved by the Board of Directors has been uploaded on your Company's website and can be accessed at https://www. ambujacement.com/Upload/PDF/2.-Related-Party-Transcation-Policy.pdf

21. TRANSFER OF EQUITY SHARES UNPAID/ UNCLAIMED DIVIDEND TO THE IEPF

In line with the statutory requirements, your Company has transferred to the credit of IEPF set up by the Government of India, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Order passed by the National Company Law Appellate Tribunal (NCLAT) in the Matter of Penalty Levied by the Competition Commission of India (CCI)

i) Appeal filed by your Company against the Order of the CCI levying penalty of ` 1,163.91 crore on your Company was heard and dismissed by the NCLAT in July 2018 and CCI's Order was upheld. Further, your Company has challenged the judgement passed by NCLAT before the Hon'ble Supreme Court in September 2018. The Hon'ble Supreme Court has admitted your Company's Appeal and ordered for the continuation of interim order passed by the Tribunal.

ii) Pursuant to a reference filed by the Director, supplies and Disposals, Government of Haryana, the CCI vide its Order dated January 19, 2017 has imposed a penalty of ` 29.84 crore on your Company. Your Company filed an Appeal before the Competition Appellate Tribunal (COMPAT) and obtained an interim stay on the operation of the said Order. Further, by virtue of Government of India notification, all cases pending before the COMPAT were transferred to the NCLAT and as such. The ‘Note of Submission' is filed as directed by NCLAT and during the FY 2022-23 there is no further development. Other than the aforesaid, there have been no significant and material orders passed by the courts or regulators or tribunals impacting the ongoing concern status and your Company's operations. However, Members' attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the Financial Statements.

23.1 Statutory Auditor & Auditors' Report

M/s. S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 324982E/E300003)were appointed as the Statutory Auditors of your Company foraperiodof5yearstoholdofficefromtheconclusion of the 39th AGM till the conclusion of the 44th AGM to be held in 2027. The Auditors have also furnished a declaration confirming their independence as well as their arm's length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General meeting of your Company. The Auditors' Report for financial year 2022-2023 on the Financial Statement (standalone and consolidated) of your Company forms part of this Annual Report.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

Explanation to Auditors' Comment:

The Auditors' Qualification has been appropriately dealt with in Note No. 65 and 71 of the Notes to the Audited Financial Statements on Standalone and Consolidated basis respectively.

23.2 Cost Auditor

The cost accounts and records are required to be maintained under Section 148(1) of the Act. They are duly made and maintained by your Company. In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board has on the recommendation of the Audit Committee appointed M/s P.M. Nanabhoy & Co. Cost Accountants (ICWAI Firm Registration No.000012) as the Cost Auditors, to conduct the cost audit of your Company for the financial year ending March 31, 2023, at a remuneration as mentioned in the Notice convening the 40th AGM.

As required under the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

M/s P.M. Nanabhoy & Co. Cost Accountants have confirmed that the cost records for the financial year ended December 31, 2021 are free from any disqualifications as specified under Section 141 (3) and proviso to Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status. The cost audit report for the FY 2021 was filed before the due date with Ministry of Corporate Affairs.

23.3 Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Mehta & Mehta, Company Secretaries in Practice, Mumbai, as the Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year ended March 31, 2023.

The report of the Secretarial Auditor is given in Annexure-4. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

24. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company, which has occurred between the end of FY 2022-23 and the date of this report.

25. CORPORATE GOVERNANCE

The Board of Directors reaffirm their continued commitment to good corporate governance practices. During the FY 2022-23 under review, your Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from your Company's auditors confirming the compliance is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Board Policies

The details of the policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure-1 to this report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report, describing the initiatives taken by your Company from environment, social and governance perspective, for the FY 2022-23, forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

27. PARTICULARS OF EMPLOYEES

Your Company had 4,146 employees on standalone basis as on March 31, 2023.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-5 to this Report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the rules 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, in terms of the first provision of section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the registered office of your Company during business hours on working days upto the date of the ensuing AGM. Any Member, who is interested in obtaining these, may write to the Chief Financial Officer or your Company Secretary at the Registered Office of your Company.

28. REPORTING OF FRAUDS BY AUDITORS

During FY 2022-23 under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

29. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of your Company for the financial year ended March 31, 2023 is uploaded on the website of your Company and can be accessed at www.ambujacement.com

STANDARDS

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India, which have mandatory application during the FY 2022-23 under review.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, on Conservation of Energy , Technology Absorption and Foreign Exchange Earnings and Outgo is as follows:

(a) The steps taken or impact on conservation of energy:

1. Installation of medium voltage variable frequency drives (‘MVVFD') & low voltage variable frequency drives (‘LVVFD') for process fans across all ACL plants (Ambuja nagar, Bhatapara, Maratha & Panvel)

2. Burner upgradation at Ambuja nagar, Bhatapara, Rauri, Suli & Maratha

3. Replacement of Component Cooling Water (CCW) Pump with higher efficiency pump (Bhatapara)

4. Reduction in Station Heat Rate (SHR) and auxiliary power consumption by replacing vacuum pump. (Rabriyawas)

5. Installation of LED Lights at Plant and Colony at various location across all plants

6. Optimisation of grinding aid consumption in cement mill across all plants

7. Reduction in Specific Thermal Energy Consumption (STEC) by installation of high level controller in Bhatapara (Kiln – 1)

8. Reduction in (Specific Electric Energy consumption) SEEC Grinding by installation of Mill master (Ropar, Bhatinda, Nalagarh)

9. Improvement in both STEC & SEEC by cooler replacement at Rabriyawas 10. Replacement of 50% traditional HSD usage with PYROLITIC oil in heavy mobile equipment.

11. Replacement of separators in mills [Raw mill / Cement mills] to improve productivity 12. Maximising utilisation of renewal energy & power from WHRS

13. Utilization of electric & Liquified Natural Gas (LNG) vehicle at Ambuja nagar 14. Focus on Productivity Rate Index (‘PRI') improvement through Computational Fluid Dynamics (‘CFD') studies and through other in house modification at Rauri, Darlaghat, Ambuja nagar (3 kilns), Maratha Also, additional internal actions have been taken like timely heat balance and maintenance of equipment's has increased productivity, thus improving energy consumption.

(b) The capital investment on energy conservation equipment :Capex ~

1. Power saving in by installing VFD, LVFD & MVVFD

2. 2 nos. High efficiency Condensor Cooling Water (CCW) Pumps for TPP

3. 1 no. Vacuum Pump in place of Steam-jet air ejectors (SJAE)

4. 4 no. burner upgradation

5. AFR feeding system upgradation – Solid & Liquid

6. Installation of Gas by-pass system for increasing AF utilization

7. New AFR feeding system, with increased capacity

8. Installation made for increasing utilization of wet / conditioned fly ash

9. 3 nos. of separator replacement 10. Fibre Reinforced Plastic (FRP) blade fan installation for Captive Power plant (CPP)

(c) Steps taken for alternate source of utilisation:

1. ~1.24 Lakh units of power, generated from WHRS installed at Rabriyawas, Bhatapara & Rauri has been consumed in above period. WHRS at Suli plant to be commissioned soon.

2. 1.09 Lakh unit of renewal power [own

+ Certificate Purchased] during the reporting period

3. Thermal Substitution Rate (TSR %) increase by 71 bps as compared to 2021.

(a) Efforts made towards Technology Absorption:

1. Installation of mill master to improve productivity of cement mill

2. Installation of high-level control to improve productivity of kiln

3. Technical Information system (TIS) Installation at plant locations along with PACT dashboard for close monitoring of process data

4. Close Monitoring & Rescheduling of colony and plant lighting

(b) Information regarding Technology Imported during period Jan'22 – Mar'23:

(c) Benefits derived (Cost reduction, product improvement/improvement, Import substitution):

1. Improvement in clinker factor by increasing clinker reactivity and intern increasing the Flyash usage.

2. AFR use brings down the requirement of conventional fuels.

3. Solar power saves fuels used and impacts heavily on electricity cost.

4. Energy saving through initiative like Variable Frequency Drive (VFD) installation, LED lights and optimisation.

C) There is no major Expenditure for R&D for the period of Jan'22 – Mar'23, as various projects were executed. However, expansion plan for laboratory is under progress.

D) Foreign Exchange Earnings and Outgo

32.1 The WTD & CEO of your Company is not drawing any remuneration or commission from any of the subsidiary of the Company.

32.2 Your Company has taken appropriate insurance for all assets against foreseeable perils.

32.3 There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

32.4Your Company has not issued any shares with differential voting rights/sweat equity shares. 32.5 There was no revision in the Financial Statements.

32.6 There has been no change in the nature of business of your Company as on the date of this report.

32.7 There are no proceedings, either filed by Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2022-23.

32.8 Prevention of Sexual Harassment of Women at the Workplace

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external member with relevant experience. The ICs, presided by senior women,conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. During FY 2022-23 under review, there was no complaint pertaining to sexual harassment. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

33. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act: a) that in the preparation of the Financial Statements for the extended Financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any b) that such accounting policies as mentioned in Note 3 of the Notes to the Accounts have been selected and applied consistently and judgment 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 your Company as on March 31, 2023, and of the profit of your Company for the year ended on that date c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities d) that the annual accounts have been prepared on a going concern basis e) that proper internal financial controls laid down by the Directors were followed by your Company and such internal financial controls are adequate and were operating effectively f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively

34. ACKNOWLEDGEMENTS

The Directors express their deep sense of gratitude to the Central and State Government Ministries and departments, shareholders, customers, business associates, bankers, employees, trade unions and all other stakeholders for their support and look forward to their continued assistance in future.

Ambuja Cements Ltd Company Background

Ambuja Cements Ltd Company Management

Ambuja Cements Ltd Listing Information

Ambuja Cements Ltd Finished Product