Ambuja Cements Ltd. - M&A Activity 2024

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27[th] June 2024

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

Sub: Investment Rationale – Merger of Adani Cementation Limited with the Company

Dear Sir/Madam,

We, vide our communication dated June 27, 2024, informed about the approval by Board of Directors of the Company at its meeting held today (i.e. June 27, 2024) of proposed Scheme of Amalgamation of Adani Cementation Limited (“Transferor Company”) with the Company and their respective shareholders (“proposed Scheme”) pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”).

In continuation of the same, we enclose herewith Investment Rationale of the proposed scheme.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Ambuja Cements Limited

Manish Digitally signed by Manish Vinodchan Vinodchandra Mistry Date: 2024.06.27 dra Mistry 16:17:07 +05'30' Manish Mistry Company Secretary & Compliance Officer

Encl: As above

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

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27 June 2024

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➢ Adani Cementation Ltd. (ACL) to be amalgamated with Ambuja Cement through the Scheme of Amalgamation. Adani Cement Industries to become WOS of Ambuja Cements post-merger.
➢ Ambuja Cements to issue shares as consideration (no cash outflow) to Adani Enterprises Ltd. under the proposed transaction. SWAP ratio of 174 shares of Ambuja Cements Limited for every 1 share of ACL (i.e. 87 Lakhs shares of Ambuja for 50,000 shares of ACL).
➢ Strategic locations (near Dahej port & Amba River - Raigad) to enable source clinker by Sea as well as Rail to serve high growth market of South Gujarat and Mumbai.
➢ ACL’s limestone resource to further enhance Ambuja’s consolidated limestone reserves.

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AEL’s Cement Business

Proposed Transaction

Ambuja Cement Post Merger of AEL Cement Business

Adani Enterprise Limited (AEL) 100% Adani Cementation Limited (ACL) 100% Adani Cement Industries Limited (ACIL)

➢ Adani Cementation Ltd to be amalgamated with Ambuja Cements Ltd through the scheme of merger. ➢ Adani Cement Industries Ltd. will become WOS of Ambuja post-merger. ➢ Ambuja will issue its shares as consideration to Adani Enterprises Ltd. under the proposed transaction.

Ambuja Cements Limited (Ambuja) 100% Adani Cement Industries Limited (ACIL)

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Adani Cementation Limited (ACL)

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AAA Footprint + Penna+
ACIL & ACL Footprint
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Raigad GU

Land acquired to set up 2.5 MTPA along with captive jetty at Amba River, Raigad.
Waterfront available for construction of Captive Jetty. EC for the Raigad Jetty received. EC recommended for Grinding Unit.

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Mudhvay Jodhpur
Mines
Sanghi
Kolkata
Navlakhi Dahej
Patas Gopalpur
Tandur
Vizag
Ganeshpahad
Raigad
Boyareddypalli
Talaricheruvu Existing IU
Krishnapatnam Existing GU
Existing BCT
PCIL IU
Karaikal
Cochin Tuticorin PCIL GU
4
PCIL BCT
Adani Cementation
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Mudhvay Limestone Mine

EC obtained for Mudhvay mines (~275 Million tons Limestone Resource) and Cement Plant.
- ML executed; valid for 50 years.

Adani Cement Industries Limited (ACIL) Adani Cement Industries Limited (ACIL)

Dahej GU

1.30 MTPA Cement Grinding Capacity at Dahej, Gujarat (commissioned in July’23).
Ongoing expansion of another 1.20 MTPA in progress.

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Competitive advantage to serve high growth market of South Gujarat by Dahej and Mumbai market by Raigad through sea logistic as well as Rail.
Limestone mine on Gujarat Coast to enable transportation of clinker in cost effective manner
Strengthen Ambuja’s coastal footprint.
Fiscal Incentives available to Dahej GU
Capacity addition of ~2.5 MTPA (1.3 MTPA Operational + 1.2 MTPA under construction). Expected utilization more than 85%.
Land acquired to set up 2.5 MTPA Coastal cement plant at Raigad.
Limestone resource of 275 Millions tonnes , sufficient to setup 4 MTPA clinker
Consolidation of cement capacities within Group to enhance operational efficiency and create stakeholders’ value.

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Disclaimer

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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 (“Company”), 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 forward-looking 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 Company’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 Company.

Company, 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. Company 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. Company 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 Company.

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.

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MR. DEEPAK BALWANI

Head - Investor Relations [email protected]