Ambuja Cements Ltd. — Investor Presentation 2025

Dec 22, 2025

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December 22, 2025

To National Stock Exchange of BSE Limited Luxembourg Stock India Limited Exchange Scrip Code: AMBUJACEM Scrip Code: 500425 Code: US02336R2004

Sub.: Capital Market Q&A on - Amalgamation of ACC Limited and Orient Cement Limited with Ambuja Cements Limited

Dear Sir/Madam,

In continuation of our disclosure dated December 22, 2025, we submit herewith a presentation on Capital Market Q&A on the amalgamation of ACC Limited and Orient Cement Limited with Ambuja Cements Limited.

The said Capital Market Q&A will also be uploaded on the Company’s website at www.ambujacement.com.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Ambuja Cements Limited

Manish Digitally signed by Manish Vinodchan Vinodchandra Mistry Date: 2025.12.22 dra Mistry 20:51:14 +05'30' Manish Mistry Company Secretary & Compliance Officer

Encl.: as above

Ambuja Cements Limited

Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com CIN: L26942GJ1981PLC004717

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1

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• Ans: The merger of ACC and Orient will establish ‘ One Cement Platform ’, creating PAN-India Cement Powerhouse.

• The merger will deliver operational synergistic benefits by optimizing manufacturing and logistics networks, streamlining corporate structure, strengthening balance sheet and facilitating efficient capital allocation to support growth and bolster market leadership.

• The merger will simplify and rationalise the network, branding and sales promotion related spends. This will optimise costs and improve margins by at least Rs. 100 PMT, Merger will facilitate achieving targeted cost, margin expansion and growth metrics.

• The amalgamation will unify manufacturing and supply chain functions, optimize resource allocation, and streamline the group’s structure by reducing multiple entities in the same line of business. Post approvals, all stakeholders will engage with a single, unified company.

• The amalgamation will enable to deploy its financial, managerial, and operational resources more effectively. With all resources under the management of a single entity, both allocation and utilization can be optimized to support group’s strategic objectives.

• The amalgamation is in alignment with the group’s long-term vision of consolidation and sustainable growth. Over time, the unified structure is expected to generate increased value for shareholders, supporting the group’s ongoing commitment to delivering sustainable returns.

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• Ans: For every 100 equity shares of ACC with a face value of Rs. 10/- each, Ambuja Cements will issue 328 equity shares with a face value of Rs. 2/- each, to eligible shareholders of ACC.

For every 100 equity shares of Orient Cement with a face value of Re. 1/- each, Ambuja Cements will issue 33 equity shares with a face value of Rs. 2/- each, to eligible shareholders of Orient Cement.

2

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3 . Could you please specify the advisors involved for the merger of ACC and Orient? Ans:	3 . Could you please specify the advisors involved for the merger of ACC and Orient? Ans:
Particulars	Advisors
Valuation	M/s GT Valuation Advisors Pvt. Ltd M/s BDO Valuation AdvisoryLLP
Fairness Opinion on Valuation	M/s IDBI Capital Markets & Securities Ltd M/s SBI Capital Market Limited
Legal	M/s Cyril Amarchand Mangaldas M/s Singhi & Co

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Ans: For ACC Ltd., Appointed Date is 1[st] January 2026 and for Orient Cement Ltd. Appointed Date is 1[st] May 2025.

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Ans: As per section 6(2) of the Competition Act, 2002, no approval of Competition Commission of India (CCI) is required to be obtained as these transactions are intra-group merger (i.e. merger of subsidiaries with parent).

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Ans: Post merger of the subsidiaries with Ambuja, there is no specific MSA required with ACC, Orient, Penna & Sanghi as these companies will become integral part of Ambuja.

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3

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Ans:

Pre Merger

Ambuja Cements Limited

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50.05%
72.66% 99.94% 58.08%
ACC [#] Orient Penna Sanghi
Subsidiaries
of ACC
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• Proposed Transactions

• ➢ ACC and Orient to be amalgamated with Ambuja ➢ Ambuja will issue shares to the public shareholders as part of the proposed transaction

• ➢ Shares held by Ambuja will be cancelled

• ➢ All assets, including intangible assets like brand & trademarks, and all liabilities will transfer to Ambuja

• ➢ All the subsidiaries of ACC will become the subsidiary of Ambuja

• ➢ There are no subsidiaries or JVs entered by Orient

Post Merger Ambuja Cements Limited Erstwhile ACC Subsidiaries will become Ambuja’s subsidiaries

• ➢ Promoter & Promoter Group holding in Ambuja will be 60.94%^ from 67.65% post approval of all ongoing and proposed scheme of merger of Sanghi, Penna, Orient and ACC

• Merger of Sanghi and Penna with Ambuja approved by Board and currently under statutory approval. # 6.64% share capital is held by Ambuja promoters

^ Subject to all regulatory/statutory approvals for all the mergers.

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Ans: Adani Cement currently has a 107 MTPA Cement Capacity. It includes 24 Integrated Units (IUs), 22 Grinding Units (GUs), and 116+ Ready Mix Concrete Plants.

Region	UoM	Ambuja*	ACC	Orient	Adani Cement
Central	MTPA	2.5	7.1		9.6
East	MTPA	12.0	11.6		23.5
North	MTPA	10.6	8.7		19.3
South	MTPA	13.0	10.1	6.5	29.4
West	MTPA	19.6	2.9	2.0	24.5
Total Capacity	MTPA	57.6	40.4	8.5	107.0
Total IUs	Nos	11	11	2	24
Total GUs	Nos	13	8	1	22

• Including Sanghi and Penna capacity for which merger scheme is already announced

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Ans: Post these mergers, the Adani Ambuja Cements and Adani ACC brands will continue to operate as usual, depending on the leading product brands in their respective segments.

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Ans: As per pooling of interest method, all the assets and liabilities including reserves of ACC/Orient Cements as appeared in Ambuja Consolidated Financial Statements will be transferred to Ambuja Standalone Financial Statements.

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Ans: ACC is currently availing incentives in the state of Maharashtra, Madhya Pradesh and Uttar Pradesh. Post merger, the benefit should continue to accrue to Ambuja for the residual period of the incentive scheme.

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Ans: As per the SEBI regulations, the fractional entitlements, if any, shall be aggregated and held by the trust, nominated by the Board in that behalf, who shall sell such shares in the market at such price, within a period of 90 days from the date of allotment of shares, as per the draft scheme submitted to SEBI. The listed company shall submit to the designated stock exchange a report from its Audit Committee and the Independent Directors certifying that the listed entity has compensated the eligible shareholders. Both the reports shall be submitted within 7 days of compensating the shareholders.

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Ans: Post-merger under one cement platform, best ESG practices across the entities will facilitate a unified approach across all business operations. This alignment will not only enhance our ESG scores but also strengthen key performance indicators (KPIs) related to environmental stewardship, social responsibility, and governance excellence.

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Ans: Subject to requisite approvals such as Shareholders, Creditors, SEBI ,NCLT etc, transaction is expected to be completed over a period of twelve months.

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Certain statements made in this presentation may not be based on historical information or facts and may be “forward-looking statements,” including those relating to general business plans and strategy of Ambuja Cements Limited (“Ambuja”), the future outlook and growth prospects, and future developments of the business and the competitive and regulatory environment, and statements which contain words or phrases such as ‘will’, ‘expected to’, etc., or similar expressions or variations of such expressions. Actual results may differ materially from these forwardlooking statements due to number of factors, including future changes or developments in their business, their competitive environment, their ability to implement their strategies and initiatives and respond to technological changes and political, economic, regulatory and social conditions in India. This presentation does not constitute a prospectus, offering circular or offering memorandum or an offer, or a solicitation of any offer, to purchase or sell, any shares and should not be considered as a recommendation that any investor should subscribe for or purchase any of Ambuja’s shares. Neither this presentation nor any other documentation or information (or any part thereof) delivered or supplied under or in relation to the shares shall be deemed to constitute an offer of or an invitation by or on behalf of Ambuja.

Ambuja, as such, makes no representation or warranty, express or implied, as to, and does not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinions contained herein. The information contained in this presentation, unless otherwise specified is only current as of the date of this presentation. Ambuja assumes no responsibility to publicly amend, modify or revise any forward-looking statements, based on any subsequent development, information or events, or otherwise. Unless otherwise stated in this document, the information contained herein is based on management information and estimates.

The information contained herein is subject to change without notice and past performance is not indicative of future results. Ambuja may alter, modify or otherwise change in any manner the content of this presentation, without obligation to notify any person of such revision or changes.

No person is authorized to give any information or to make any representation not contained in and not consistent with this presentation and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of Ambuja.

This presentation does not constitute an offer or invitation to purchase or subscribe for any securities in any jurisdiction, including the United States. No part of this presentation should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities. None of our securities may be offered or sold in the United States, without registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from registration therefrom.

For further info, please contact:

CA Deepak Balwani Head, Investor Relations deepak.balwani@adani.com

Ambuja Cements Limited

Registered office: Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S.G. Highway, Ahmedabad – 382421. Ph: +91 79265 65555; www.ambujacement.com; CIN: L26942GJ1981PLC004717

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